Regis Corp 8-K/A, filed Mar 18, 2026
Regis Corp (RGS)
8-K/A
2026-03-18
For: 2026-03-16
View Original
Added on
April 11, 2026
About this 8-K/A
Regis Corp filed this 8-K/A on March 18, 2026, reporting on events of March 16, 2026.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 16, 2026
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices and zip code)
(952 ) 947-7777
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Regis Corporation
Current Report on Form 8-K/A
EXPLANATORY NOTE
As previously disclosed, on March 16, 2026, Regis Corporation (the “Company”) announced the appointment of Susan Lintonsmith as President and Chief Executive Officer and Jim Lain as Chief Operating Officer, effective the same day.
This Amendment No. 1 on Form 8-K/A amends and supplements the Current Report on Form 8-K originally filed by the Company on March 16, 2026 (the “Original 8-K”) to file the letter agreements listed in Item 9.01 of the Original Form 8-K, which inadvertently included non-functioning links to these exhibits. Except as otherwise provided herein, the disclosures made in the Original 8-K remain unchanged.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
Number
| 10.1 | |||||
| 10.2 | |||||
| 99.1* | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
* Previously filed with the Original 8-K
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| REGIS CORPORATION | |||||||||||
| Dated: March 18, 2026 | By: | /s/ Kersten D. Zupfer | |||||||||
| Kersten D. Zupfer | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
3701 Wayzata Blvd Suite 500 | Minneapolis, MN 55416 | 952-947-7777 Susan Lintonsmith February 18, 2026 Re: President and CEO Offer Letter Agreement Dear Susan, On behalf of Regis Corporation (“Regis” or “the Company”), I am pleased to offer you employment with Regis in the role of President and Chief Executive Officer (“President and CEO”) with the following terms: • Start date: March 16, 2026 • Base Salary: $640,000. • Annual Bonus: You will be eligible for a cash bonus under the Regis Corporation Short-Term Incentive Plan with an annual target payout equal to 125% of your annualized base salary. Your annual bonus for the Company’s fiscal year 2026 will be calculated based on the greater of your target bonus or the actual calculated annual bonus for such fiscal year, with such greater amount then prorated based on the number of days you are employed by Regis during such fiscal year. • Long-Term Incentive Awards: • Initial Equity Award: On or about your first day of employment with Regis, you will receive an equity grant with a value of $291,000, which grant will be issued in the form of restricted stock units (“RSUs”). These RSUs will vest at the rate of one-third (1/3) of the total grant amount on each annual anniversary of the grant date, provided you are still employed with Regis on each applicable vesting date, subject to the other terms of the award agreement as referenced below. • Annual Long-Term Incentives: Commencing as of the Company’s fiscal year 2027, you will be eligible to receive annual long-term incentive awards, subject to approval by the Regis Board of Directors’ Compensation Committee. For fiscal year 2027, you will receive an annual long-term incentive award with a value of $1,000,000. Subsequent to fiscal year 2027, your annual long- term incentive award may be limited by the number of shares available under the share reserve approved by shareholders for equity compensation plans. • Terms of Equity Awards: Your long-term incentive awards you will have the same terms as comparable awards granted to the Company’s other executives officers, subject to the following, which will apply to your initial equity award and your annual long-term incentive awards for the first three years of your employment: (i) for awards that provide for pro-rated vesting upon retirement, retirement will be defined as any separation of service (other than by the Company for cause or due to death or disability) at or after age sixty-four (64), provided that you have commenced discussions with the Board regarding your potential retirement at least six (6) months in advance of such retirement, and (ii) the awards will provide pro-rated vesting upon any termination of your employment without cause within the first three years of your employment, with the foregoing terms defined as provided in the Company’s then- current equity compensation plan. Furthermore, the Company’s equity awards currently provide for full acceleration of unvested equity awards in the event of a termination without Docusign Envelope ID: B3D34808-EAC2-4F18-9B7F-5F76E8D47DFF
cause or resignation for good reason within one year following a change in control, and full acceleration of unvested equity awards upon a change in control if the awards are not assumed or substituted. In addition, in each case, the number of shares subject to an award will be determined by the Compensation Committee based on the method in effect for determining comparable equity awards to other executive officers, which, for the initial equity award and the annual long-term incentive award for fiscal year 2027 is expected to be based on the average twenty (20) trading day closing price of the Company’s shares prior to the grant date. • Employee Benefits: You will be eligible to participate in executive level perquisites and employee benefit plans and programs generally available to other senior executives of the Company, subject to the terms and conditions of such plans and programs, which may change from time to time. A summary of Regis’ current benefit plans and programs is attached. • Severance: As President and CEO, you are covered by the Company’s Amended and Restated Senior Executive Severance Policy dated September 1, 2022 (which applies to separations before or after a change in control), which plan may be amended from time to time (the “Executive Severance Policy”), and is in the process of being amended to reduce the salary continuation benefit by any compensation received from any other employment during the salary continuation period. • Covenants: You must agree to confidentiality and restrictive covenants (form of agreement attached). • Board Service: You will remain a member of the Company’s Board of Directors upon your transition to service as President and CEO, subject to all terms and conditions governing your service as a director, provided that you will no longer serve as Chair of the Board or as a member of any Board committees. You understand that this offer, should you accept it, supersedes and replaces any other understanding or other agreement between you and Regis with respect to your employment with Regis. During your employment with Regis, your terms of employment will be governed by this offer letter. This offer is contingent upon you complying with Regis’ hiring requirements including, but not limited to, signing a confidentiality and restrictive covenants agreement and your representation that you are able to perform the duties of the position and are not hindered by a non-compete or other agreement with any other employer which would prevent you from working at Regis. Your employment with Regis will be at-will, which means Regis may alter the terms of your employment at any time and for any reason and that either you or Regis may terminate your employment at any time for any reason, subject to any rights you may have under the Executive Severance Policy. As an executive officer, this offer also is contingent on approval of your appointment by the Regis Board of Directors. Susan, I am delighted to provide you the opportunity to join Regis as its next President and CEO. Please sign below to indicate your approval. Respectfully, Michael J. Merriman Accepted by: Susan Lintonsmith Member, Board of Directors Docusign Envelope ID: B3D34808-EAC2-4F18-9B7F-5F76E8D47DFF
3701 Wayzata Blvd Suite 500 | Minneapolis, MN 55416 | 952-947-7777 Jim Lain March 13, 2026 Re: Letter Agreement for Chief Operating Officer Dear Jim, On behalf of Regis Corporation (“Regis”), thank you for service as Interim President and CEO and the Board looks forward to your continued employment with Regis in the role of Chief Operating Officer (“COO”) with the following terms: • Term: You will transition from your current role as Interim President and CEO to Chief Operating Officer, reporting to the President and CEO, effective March 16, 2026, and continuing until the date your employment with Regis is terminated by you or Regis for any reason. • Base Salary: $470,000. • Annual Bonus: You will remain eligible for a cash bonus under the Regis Corporation Short-Term Incentive Plan, provided that your target payout will equal 70% of your annualized base salary, with your annual bonus for the Company’s fiscal year 2026 determined by pro-rating your target bonus based on (i) your base salary of $550,000 and target bonus of 100% of such base salary in effect for approximately 8.5 months of the year and (ii) your base salary of $470,000 and target bonus of 70% of such base salary in effect for approximately 3.5 months of the year. • Continued Service Bonus: In recognition of your past service and to encourage your continued service to Regis, you will earn and receive a retention bonus in the amount of $500,000, less applicable withholdings (the “Retention Bonus”), if you remain employed by Regis through March 16, 2027, to be paid to you no later than March 31, 2027. If Regis terminates your employment without Cause (as defined in the Company’s Amended and Restated Senior Executive Severance Policy dated September 1, 2022, which plan may be amended from time to time (the “Executive Severance Policy”)) prior to September 16, 2026, and you sign and do not rescind a release of claims in a form determined by Regis (a “Release”) following your termination of employment, then you will receive an amount equal to fifty percent (50%) of the Retention Bonus ($250,000, less applicable withholdings), payable to you in a lump sum within thirty (30) days after the Release becomes effective. If Regis terminates your employment without Cause (as defined in the Executive Severance Policy) on or after September 16, 2026 and prior to March 16, 2027, and you sign and do not rescind a Release following your termination of employment, then you will receive an amount equal to (i) the Retention Bonus ($500,000), multiplied by (ii) a fraction, the numerator of which is the number of days you are employed by Regis between March 16, 2026 and your last day of employment with Regis and the numerator of which is 365, less applicable withholdings, payable to you in a lump sum within thirty (30) days after the Release becomes effective. • Employee Benefits: You will continue to be eligible to participate in executive level perquisites and employee benefit plans and programs generally available to other senior executives of the Company, subject to the terms and conditions of such plans and programs, which may change from time to time. Docusign Envelope ID: 436B841E-F980-477F-A544-0207CA4704E3
• Covenants: You will continue to be bound by the terms of the confidentiality and restrictive covenants you signed as a condition of your initial employment with Regis. For avoidance of doubt, you acknowledge and agree that you are agreeing to the terms of your continued employment with Regis as set forth in this letter and that such terms do not give you grounds to resign for good reason or constitute a constructive termination event you may have under any equity or other compensation arrangement. You further acknowledge and agree that this offer, should you accept it, supersedes and replaces any other understanding or other agreement between you and Regis with respect to your employment with Regis, provided that Regis remains obligated to pay you the Interim Service Bonus in accordance with the terms set forth in the Interim CEO Offer Letter Agreement between you and Regis dated June 20, 2025. Your employment with Regis continues to be at-will, which means either you or Regis may terminate your employment at any time for any reason, subject to any rights you may have under this letter or the Executive Severance Policy, and Regis may alter the terms of your employment at any time and for any reason. Jim, I am delighted to provide you the opportunity to serve in this COO role. Please sign below to indicate your approval. Respectfully, Michael J. Merriman Member, Board of Directors Accepted by: Jim Lain Docusign Envelope ID: 436B841E-F980-477F-A544-0207CA4704E3
 | Exhibit No. 99.1 | ||||
Regis Corporation Announces Executive Leadership and Board Appointments
Susan Lintonsmith named Chief Executive Officer
Jim Lain named Chief Operating Officer
Nancy Benacci named Chair of the Board
Andrew Alfano appointed as Independent Director
MINNEAPOLIS, March 16, 2026 -- Regis Corporation (NasdaqGM: RGS), a leader in the haircare industry, today announced key executive leadership and board appointments that will build on the company’s recent strategic progress, further enhance operational excellence and guide its next phase of growth.
Susan Lintonsmith, former Board Chair, has been appointed President and Chief Executive Officer; Jim Lain will assume the role of Chief Operating Officer; Nancy Benacci has been named the new Chair of the Board; and Andrew Alfano has been appointed as an independent director.
Nancy Benacci, who replaces Susan Lintonsmith as the Board Chair, commented, “These leadership appointments mark an exciting new phase for Regis as we assemble an exceptional team to guide the company’s continued transformation and growth. On behalf of the Board, I am pleased to welcome Susan as our new Chief Executive Officer. After an extensive search process, we determined that Susan is the best candidate to lead Regis. The perspective she gained from serving on the Regis Board, combined with her experience working with franchisees and leading consumer brands, makes her exceptionally well suited to accelerate Regis’ momentum and deliver value to our shareholders. We also extend our gratitude to Jim Lain for his extraordinary leadership and dedication during his tenure as Interim CEO. We are excited to have Jim continue leading our operations, drawing on decades of operational experience and a deep understanding of our salon brands and franchise system.
“We are pleased to welcome Andrew Alfano to the Board. Mr. Alfano’s extensive operational experience and strong track record in brand growth and market expansion are critical assets as we continue to advance our transformation strategy. His leadership at Starbucks and The Learning Experience demonstrates an ability to drive performance, scale businesses successfully, and deliver results. We look forward to leveraging his insights and expertise at Regis.
“I am honored to assume the role of Chair and to work alongside this extraordinary leadership team. Together, we are committed to driving long-term value for our shareholders.”
Susan Lintonsmith Named Chief Executive Officer
Ms. Lintonsmith brings more than 35 years of senior leadership experience across consumer brands, health and beauty services, restaurants, and packaged goods, with deep expertise in franchised, multi-unit operating systems. A seasoned franchisor with both marketing and operations depth, she has built brands by aligning strategy with disciplined execution at the unit level. Most recently, she worked on the franchisee side for European Wax Center, where she led operational and infrastructure improvements to support expansion and improve unit-level profitability.
Lintonsmith led transformational growth for large franchise organizations, including serving as CEO and COO of Elements Massage at WellBiz Brands and CEO and President of Quiznos Subs. She previously
served as CMO at Quiznos and Red Robin Gourmet Burgers and held senior leadership roles at Dean Foods/WhiteWave Foods, Western Union, The Coca-Cola Company and Pizza Hut. She holds an MBA in Finance and Marketing from Indiana University and a BA from the University of Notre Dame.
Susan Lintonsmith, incoming Chief Executive Officer, commented, “Stepping in as CEO at this pivotal time for Regis is a true honor. Our brands carry decades of heritage and trust, and I am energized by the opportunity to accelerate growth and unlock the full potential of the business. Having led many great consumer businesses and operated as a franchisee in the beauty services industry, I understand that transformation starts with well-positioned brands, consistently delivering a superior guest experience, attracting and retaining skilled stylists, and strengthening four-wall profitability. We will work with franchisees to move with focus and urgency to drive growth and strengthen our core business, using our company-operated salons as a learning laboratory for establishing best practices and leading innovation.
“I am excited to work with Jim Lain as COO on this transformation given his extensive industry experience and expertise in both franchising and corporate-owned systems. I have enjoyed serving on the board for over a year and am eager to leverage my years of experience as franchisor and franchisee to partner with a tremendous team to drive growth, strengthen our amazing brands, and create lasting value for all stakeholders.”
Jim Lain Named Chief Operating Officer
Mr. Lain joined Regis in 2013 and brings more than 30 years of operations leadership experience to his new role. Mr. Lain commented, “As Chief Operating Officer, I will continue to focus on driving operational performance across our brands and advancing our transformation strategy. Over the past year, we have strengthened our core operations, launched initiatives that deepen customer engagement and modernized our business model. I look forward to partnering with Susan and the leadership team to build on this momentum and create enduring value for our shareholders.”
Andrew Alfano Appointed Independent Director
Mr. Alfano, CEO for Retro Fitness, has been appointed as an independent director. A transformational executive with over 25 years of experience across consumer-facing industries including restaurants, hospitality, early education and fitness, he brings deep operational and brand growth experience.
During a 16-year career with Starbucks Coffee Company, he rose to Senior Vice President, U.S. Business, overseeing more than $3.5 billion in revenue and helping lead strategic growth in complex urban markets, including New York City. He also served on the Executive Steering Committee that helped guide the company through its 2008 turnaround. Following Starbucks, Alfano served as President and COO of The Learning Experience, where he helped drive record revenue and EBITDA growth, double annual store openings and expand the brand into the United Kingdom.
The Board of Directors of Regis Corporation now consists of five independent directors and Ms. Lintonsmith.
About Regis Corporation
Regis Corporation (NasdaqGM:RGS) is a leader in the haircare industry. As of December 31, 2025, the Company franchised or owned 3,829 locations. Regis’ franchised and corporate locations operate under concepts such as Supercuts®, SmartStyle®, Cost Cutters®, Roosters® and First Choice Haircutters®. For additional information about the Company, please visit the Investor Relations section of the corporate website at www.regiscorp.com.
CONTACT: REGIS CORPORATION:
Kersten Zupfer
investorrelations@regiscorp.com
HAYDEN IR:
James Carbonara
James@haydenir.com
(646) 755-7412
Brett Maas
brett@haydenir.com
(646) 536-7331