Regis adopts tax benefits preservation plan to protect $646M NOLs

REGIS CORP

As of Sep 30, 2023, Regis had ~$646M federal NOLs; plan aims to avoid Section 382 ownership change limit.
Board declared dividend of one preferred stock purchase right per common share; record date Feb 9, 2024.
Acquiring 4.95%+ without Board approval triggers rights; holders (except acquirer) can buy shares at 50% discount.
Plan expires Jan 29, 2025, unless earlier redeemed or exchanged by Board.

item 1.01 item 3.03 item 5.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

REGIS CORP: Filing of Certificate of Designation creating Series A Junior Participating Preferred Stock (effective 2024-01-30).

Change: charter amendment
Effective: 2024-01-30

Exact text from the filing

the Board of Directors approved a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of Minnesota on January 30, 2024.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

REGIS CORP entered into Tax Benefits Preservation Plan with Equiniti Trust Company, LLC (effective 2024-01-29).

Action: entry
Counterparty: Equiniti Trust Company, LLC
Effective: 2024-01-29

Exact text from the filing

On January 29, 2024, Regis Corporation (the “Company”) entered into a Tax Benefits Preservation Plan (the “Plan”) with Equiniti Trust Company, LLC, as Rights Agent.

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89 governance changes filed in the last 30 days. Browse all governance changes →

REGIS CORP filing history →

Source: SEC EDGAR

accession 0001104659-24-007994

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