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Sally Beauty (NYSE: SBH) lifts profit, trims debt in 2026 quarter

(Moderate)
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Sally Beauty Holdings reported steady results for the quarter ended June 30, 2026. Net sales were $935.5 million, up 0.2% year over year, as consolidated comparable sales were flat. Gross profit rose to $490.2 million and gross margin improved by 90 bps to 52.4%.

Operating earnings increased to $86.4 million, and net earnings rose 18.3% to $54.1 million, with diluted EPS of $0.55 versus $0.44 a year earlier. For the nine months, net sales reached $2.78 billion and net earnings were $142.3 million, slightly below the prior-year period.

The Sally segment grew sales, led by hair color and digital marketplaces, while BSG saw modest sales declines but margin gains tied to the Fuel for Growth initiative. As of June 30, 2026, the company held $173.1 million in cash, total debt principal of $815.0 million, and had $482.4 million available under its ABL Facility, for total liquidity of $655.5 million. Year-to-date operating cash flow was $247.5 million, and the company repurchased 4.9 million shares for $71.4 million, with $395.9 million remaining under its $1.0 billion authorization.

Positive

  • None.

Negative

  • None.

Filing Explained

At June 30, the company had $815 million of debt principal, with no ABL borrowings and $482.4 million of borrowing capacity.

Sally Beauty Holdings filed this Form 10-Q for the quarter ended June 30, 2026; a Form 10-Q is an unaudited quarterly report. The filing reports common shares at quarter-end and says 1.9 million shares repurchased during the quarter were cancelled, creating a lower share count for existing holders, subject to offsetting equity-award issuance.

At June 30, 2026, debt principal was $815.0 million, consisting of $600.0 million of senior notes due 2032 and $215.0 million remaining on the Term Loan B due 2030.

The company had no borrowings under its ABL Facility, while $482.4 million remained available for borrowing subject to borrowing-base limits and letters of credit; that amount is capacity, not outstanding debt.

During the quarter, the company implemented Oracle Retail Sales Audit, changing certain financial-reporting processes and controls. Management concluded that disclosure controls and procedures were effective as of June 30, 2026, providing reasonable rather than absolute assurance.

Net sales (quarter) $935,490 (in thousands) Three months ended June 30, 2026 consolidated net sales
Net earnings (quarter) $54,082 (in thousands) Three months ended June 30, 2026 consolidated net earnings
Diluted EPS (quarter) $0.55 Three months ended June 30, 2026 diluted earnings per share
Operating cash flow (YTD) $247,461 (in thousands) Net cash provided by operating activities for nine months ended June 30, 2026
Total debt principal $815,000 (in thousands) Senior notes and Term Loan B principal outstanding as of June 30, 2026
Cash and cash equivalents $173,100 (in thousands) Cash and cash equivalents balance as of June 30, 2026
Share repurchases (YTD) 4.9 million shares for $71,400 (in thousands) Shares repurchased during nine months ended June 30, 2026 excluding excise taxes
Fuel for Growth initiative financial
"benefits associated with our Fuel for Growth initiative, partially offset"
asset-based senior secured loan facility financial
"our $500 million asset-based senior secured loan facility (the “ABL Facility”)"
comparable sales financial
"Our comparable sales include sales from stores that have been operating"
"Comparable sales" are the total sales from stores or products that have been open for a certain period, usually the same time last year or last quarter. They help show whether a business is growing by comparing similar locations or products over time, much like checking if your favorite store's sales are going up compared to previous years.
Accumulated other comprehensive loss financial
"The change in accumulated other comprehensive loss (“AOCL”) was as follows"
Accumulated other comprehensive loss is the running negative total of certain gains and losses that companies record outside their regular profit-and-loss statement, such as changes in the value of some investments, pension adjustments, or currency translation effects. It matters to investors because it reduces shareholders’ equity and reveals economic swings that haven’t affected reported net income yet — like a side ledger showing pending ups and downs that could influence future cash flow or balance-sheet strength.
cash flow hedge financial
"Foreign exchange contracts Designated cash flow hedges | Accrued liabilities"
A cash flow hedge is an accounting label for a contract or arrangement used to offset expected future swings in a company’s cash payments or receipts — for example from variable-rate interest, foreign currency sales, or forecasted purchases. It matters to investors because it aims to smooth future cash and earnings volatility: gains or losses on the hedge are held out of current profit and reported separately until the underlying transaction affects results, much like buying insurance to steady future bills.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did Sally Beauty (SBH) perform in the quarter ended June 30, 2026?

Sally Beauty generated net sales of $935.5 million and net earnings of $54.1 million in the quarter. Gross margin improved to 52.4%, and operating earnings rose to $86.4 million, lifting diluted EPS to $0.55 from $0.44 a year earlier.

What were Sally Beauty (SBH)'s results for the nine months ended June 30, 2026?

For the nine months, Sally Beauty reported net sales of $2.78 billion and net earnings of $142.3 million. Consolidated gross profit reached $1.45 billion, while operating earnings were $234.3 million, slightly below the prior-year period as prior-year results included a large property sale gain.

What is Sally Beauty (SBH)'s liquidity and debt position as of June 30, 2026?

As of June 30, 2026, Sally Beauty held $173.1 million in cash and cash equivalents and had $482.4 million available under its ABL Facility, giving liquidity of $655.5 million. Total debt principal outstanding was $815.0 million, and working capital was $757.3 million.

How much stock did Sally Beauty (SBH) repurchase in 2026 so far?

During the nine months ended June 30, 2026, Sally Beauty repurchased 4.9 million shares of common stock for $71.4 million, excluding excise taxes. In the June quarter alone, it bought back 1.9 million shares for $25.3 million, leaving $395.9 million under its $1.0 billion authorization.

How did the Sally and BSG segments perform for SBH in the June 2026 quarter?

In the quarter, Sally segment net sales were $538.6 million, up 2.2%, driven by hair color and digital marketplaces. BSG segment net sales were $396.9 million, down 2.4%, as hair care softness weighed on comparable sales despite higher gross margins from the Fuel for Growth initiative.

What were Sally Beauty (SBH)'s operating cash flows in 2026 versus 2025?

Net cash provided by operating activities was $247.5 million for the nine months ended June 30, 2026, compared with $154.0 million a year earlier. For the June quarter, cash from operations was $80.9 million versus $69.4 million, helped by higher customer receipts and working-capital timing.
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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2026
or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-33145
SALLY BEAUTY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware36-2257936
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
7900 Windrose Ave
Plano, Texas
75024
(Address of principal executive offices)(Zip Code)
(800) 777-5706
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par valueSBHThe New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  x   No  o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  x   No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated fileroNon-accelerated filero
Smaller reporting companyoEmerging growth companyo
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  o   No  x

Number of shares of common stock outstanding as of July 30, 2026: 93,622,292


Table of Contents

TABLE OF CONTENTS
Page
PART I — FINANCIAL INFORMATION
Item 1.
Financial Statements
4
Condensed Consolidated Balance Sheets
4
Condensed Consolidated Statements of Earnings
5
Condensed Consolidated Statements of Comprehensive Income
6
Condensed Consolidated Statements of Stockholders’ Equity
7
Condensed Consolidated Statements of Cash Flows
9
Notes to Condensed Consolidated Financial Statements
10
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
17
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
24
Item 4.
Controls and Procedures
24
PART II — OTHER INFORMATION
Item 1.
Legal Proceedings
25
Item 1A.
Risk Factors
25
Item 2.
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.
25
Item 5.
Other Information
25
Item 6.
Exhibits
26
2

Table of Contents

In this Quarterly Report, references to the “Company,” “our company,” “Sally Beauty,” “we,” “our,” “ours,” and “us” refer to Sally Beauty Holdings, Inc. and its consolidated subsidiaries unless otherwise indicated or the context otherwise requires.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this Quarterly Report on Form 10-Q and in the documents incorporated by reference herein which are not purely historical facts or which depend upon future events may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would,” “might,” or similar expressions may also identify such forward-looking statements.
Readers are cautioned not to place undue reliance on forward-looking statements as such statements speak only as of the date they were made and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. The most important factors which could cause our actual results to differ from our forward-looking statements are set forth in our description of risk factors in Item 1A contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, and other filings with the U.S. Securities and Exchange Commission (“SEC”) which should be read in conjunction with the forward-looking statements in this report. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.
The events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. As a result, our actual results may differ materially from the results contemplated by these forward-looking statements.
3

Table of Contents

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
Sally Beauty Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except par value data)
June 30,
2026
September 30,
2025
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$173,100 $149,162 
Trade accounts receivable, net26,443 31,828 
Accounts receivable, other69,499 84,734 
Inventory996,001 987,575 
Other current assets46,159 48,154 
Total current assets1,311,202 1,301,453 
Property and equipment, net of accumulated depreciation of $984,490 at June 30, 2026 and $937,596 at September 30, 2025
279,220 284,284 
Operating lease assets652,279 646,698 
Goodwill538,429 540,674 
Intangible assets, excluding goodwill, net of accumulated amortization of $9,687 at June 30, 2026 and $14,686 at September 30, 2025
50,760 53,018 
Other assets51,254 44,969 
Total assets$2,883,144 $2,871,096 
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of long-term debt$4,000 $4,000 
Accounts payable223,860 224,507 
Accrued liabilities163,992 184,641 
Current operating lease liabilities161,743 158,566 
Income taxes payable293 4,260 
Total current liabilities553,888 575,974 
Long-term debt803,567 861,974 
Long-term operating lease liabilities546,098 538,426 
Other liabilities20,904 21,026 
Deferred income tax liabilities, net87,213 79,489 
Total liabilities2,011,670 2,076,889 
Stockholders’ equity:
Common stock, $0.01 par value. Authorized 500,000 shares; 94,092 and 97,875 shares issued and shares outstanding at June 30, 2026 and September 30, 2025, respectively
941 979 
Preferred stock, $0.01 par value. Authorized 50,000 shares; none issued
  
Accumulated earnings979,960 898,076 
Accumulated other comprehensive loss, net of tax(109,427)(104,848)
Total stockholders’ equity871,474 794,207 
Total liabilities and stockholders’ equity$2,883,144 $2,871,096 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Sally Beauty Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
(In thousands, except per share data)
(Unaudited)
Three Months Ended
June 30,
Nine Months Ended
June 30,
2026202520262025
Net sales$935,490 $933,307 $2,782,040 $2,754,348 
Cost of goods sold445,241 452,322 1,332,760 1,337,706 
Gross profit490,249 480,985 1,449,280 1,416,642 
Selling, general and administrative expenses403,853 402,812 1,215,019 1,168,776 
Operating earnings86,396 78,173 234,261 247,866 
Interest expense13,693 15,709 42,478 49,440 
Earnings before provision for income taxes72,703 62,464 191,783 198,426 
Provision for income taxes18,621 16,740 49,449 52,479 
Net earnings$54,082 $45,724 $142,334 $145,947 
Earnings per share:
Basic$0.57 $0.46 $1.47 $1.44 
Diluted$0.55 $0.44 $1.43 $1.40 
Weighted-average shares:
Basic95,058 100,463 96,537 101,367 
Diluted97,912 103,239 99,402 104,187 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Sally Beauty Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)
Three Months Ended
June 30,
Nine Months Ended
June 30,
2026202520262025
Net earnings$54,082 $45,724 $142,334 $145,947 
Other comprehensive income (loss):
Foreign currency translation adjustments314 27,174 (4,378)11,350 
Interest rate swap, net of tax4 (41)(45)703 
Foreign exchange contracts, net of tax(203)(1,122)(156)(220)
Other comprehensive income (loss), net of tax115 26,011 (4,579)11,833 
Total comprehensive income$54,197 $71,735 $137,755 $157,780 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Sally Beauty Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands)
(Unaudited)
Accumulated
AdditionalOtherTotal
Common StockPaid-inAccumulatedComprehensiveStockholders’
SharesAmountCapitalEarningsLossEquity
Balance at September 30, 202597,875 $979 $ $898,076 $(104,848)$794,207 
Net earnings— — — 45,557 — 45,557 
Other comprehensive income— — — — 4,132 4,132 
Share-based compensation— — 7,555 — — 7,555 
Stock issued for equity awards1,493 15 192 — — 207 
Employee withholding taxes paid related to net share settlement(517)(5)(7,331)— — (7,336)
Share Repurchase Program(1,359)(14)(416)(20,327)— (20,757)
Balance at December 31, 202597,492 $975 $ $923,306 $(100,716)$823,565 
Net earnings— — — 42,695 — 42,695 
Other comprehensive loss— — — — (8,826)(8,826)
Share-based compensation— — 5,969 — — 5,969 
Stock issued for equity awards68 1 70 — — 71 
Employee withholding taxes paid related to net share settlement(1)— (9)— — (9)
Share Repurchase Program(1,661)(17)(6,030)(19,546)— (25,593)
Balance at March 31, 202695,898 $959 $ $946,455 $(109,542)$837,872 
Net earnings— — — 54,082 — 54,082 
Other comprehensive income— — — — 115 115 
Share-based compensation— — 4,572 — — 4,572 
Stock issued for equity awards94 1 419 — — 420 
Share Repurchase Program
(1,900)(19)(4,991)(20,577)— (25,587)
Balance at June 30, 202694,092 $941 $ $979,960 $(109,427)$871,474 
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Sally Beauty Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands)
(Unaudited)
Accumulated
AdditionalOtherTotal
Common StockPaid-inAccumulatedComprehensiveStockholders’
SharesAmountCapitalEarningsLossEquity
Balance at September 30, 2024101,854 $1,019 $ $740,685 $(113,169)$628,535 
Net earnings— — — 61,013 — 61,013 
Other comprehensive loss— — — — (23,981)(23,981)
Share-based compensation— — 6,053 — — 6,053 
Stock issued for equity awards1,162 12 69 — — 81 
Employee withholding taxes paid related to net share settlement(392)(4)(5,260)— — (5,264)
Share Repurchase Program(753)(8)(862)(9,078)— (9,948)
Balance at December 31, 2024101,871 $1,019 $ $792,620 $(137,150)$656,489 
Net earnings— — — 39,210 — 39,210 
Other comprehensive income— — — — 9,803 9,803 
Share-based compensation— — 4,238 — — 4,238 
Stock issued for equity awards112 1 321 — — 322 
Employee withholding taxes paid related to net share settlement(1)— (7)— — (7)
Share Repurchase Program(1,088)(11)(4,552)(5,676)— (10,239)
Balance at March 31, 2025100,894 $1,009 $ $826,154 $(127,347)$699,816 
Net earnings— — — 45,724 — 45,724 
Other comprehensive income— — — — 26,011 26,011 
Share-based compensation— — 4,509 — — 4,509 
Share Repurchase Program
(1,456)(15)(4,509)(8,627)— (13,151)
Balance at June 30, 202599,438 $994 $ $863,251 $(101,336)$762,909 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Sally Beauty Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended June 30,
20262025
Cash Flows from Operating Activities:
Net earnings$142,334 $145,947 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization75,135 75,593 
Share-based compensation expense18,096 14,800 
Amortization of deferred financing costs1,437 1,609 
Loss on early extinguishment of debt441 943 
Impairment of long-lived assets418 3,222 
Gain on sale of property and other (26,641)
Gain on divestiture of subsidiary (768)
Deferred income taxes7,657 (6,846)
Changes in:
Trade accounts receivable5,248 4,028 
Accounts receivable, other14,926 (6,836)
Inventory(10,259)34,193 
Other current assets2,086 3,954 
Other assets(6,396)506 
Operating leases, net5,026 (10)
Accounts payable and accrued liabilities(4,592)(74,571)
Income taxes payable(3,976)(14,120)
Other liabilities(120)(1,051)
Net cash provided by operating activities247,461 153,952 
Cash Flows from Investing Activities:
Payments for property and equipment(84,257)(59,271)
Proceeds from sale of property and other 43,574 
Proceeds from divestiture of subsidiary 3,128 
Acquisitions, net of cash acquired (371)
Net cash used by investing activities(84,257)(12,940)
Cash Flows from Financing Activities:
Proceeds from ABL Facility 466,000 
Repayments of long-term debt and ABL Facility(60,000)(564,122)
Debt issuance costs (1,535)
Proceeds from stock options exercised698 403 
Payments for common stock repurchased(71,937)(33,338)
Employee withholding taxes paid related to net share settlement of equity awards(7,345)(5,271)
Net cash used by financing activities(138,584)(137,863)
Effect of foreign exchange rate changes on cash and cash equivalents(682)1,690 
Net increase in cash and cash equivalents23,938 4,839 
Cash and cash equivalents, beginning of period149,162 107,961 
Cash and cash equivalents, end of period$173,100 $112,800 
Supplemental Cash Flow Information:
Interest paid$32,097 $38,769 
Income taxes paid$48,236 $75,391 
Capital expenditures incurred but not paid$8,497 $8,480 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1.    Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated interim financial statements of Sally Beauty Holdings, Inc. and its subsidiaries included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted, although we believe that the disclosures included herein are adequate for the interim period presented. These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (the “2025 10-K”). In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments that are of a normal recurring nature and that are necessary to present fairly our consolidated financial position as of June 30, 2026 and September 30, 2025, our consolidated results of operations, consolidated comprehensive income, consolidated statements of stockholders’ equity for the three and nine months ended June 30, 2026 and 2025, and consolidated cash flows for the nine months ended June 30, 2026 and 2025.
Principles of Consolidation
The unaudited condensed consolidated interim financial statements include all accounts of Sally Beauty Holdings, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. All amounts are presented in U.S. dollars.
Accounting Policies
We adhere to the same accounting policies in the preparation of our condensed consolidated interim financial statements as we do in the preparation of our full year consolidated financial statements. As permitted under GAAP, interim accounting for certain expenses, including income taxes, is based on full-year assumptions. For interim financial reporting purposes, income taxes are recorded based upon our estimated annual effective income tax rate.
Use of Estimates
In order to present our unaudited condensed consolidated interim financial statements in conformity with GAAP, we are required to make certain estimates and assumptions that impact our interim financial statements and supplementary disclosures. These estimates may use forecasted financial information based on reasonable assumptions available at the time of preparation, however, actual results could differ due to changes in facts and circumstances. Significant estimates and assumptions are involved in the accounting for sales allowances, deferred revenue, valuation of inventory, amortization and depreciation, intangible assets and goodwill, and other reserves. We believe these estimates and assumptions are reasonable based on management’s knowledge of current events and anticipated further actions, and changes in facts and circumstances may result in revised estimates and impact actual results. Revisions to estimates are recognized in the period in which the facts that give rise to the change become known.
2.    Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to expand disclosures in an entity’s income tax rate reconciliation table and the disaggregation of taxes paid in U.S. and foreign jurisdictions. The amendments in this update are effective for annual periods beginning after December 15, 2024, which for us is the fiscal year ending September 30, 2026. The new standard is not expected to have a material impact on our consolidated financial statements; however, we expect to provide additional detail and disclosures upon adoption.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income: Expense Disaggregation Disclosures (Subtopic 220-40), which requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of goods sold (“COGS”) and selling, general and administrative (“SG&A”) expenses. The update is intended to improve disclosures by providing amounts related to inventory purchases, employee compensation, depreciation, and amortization. The amendments in this update are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, but we currently do not expect to adopt this standard early. We are currently evaluating the impact of this update to our consolidated financial statements and disclosures.
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3.    Revenue Recognition
Substantially all of our revenue is derived through the sale of merchandise at the point-of-sale in our stores or when products are shipped for e-commerce orders. Revenue is recognized net of estimated sales returns and sales taxes, when control of the merchandise is transferred to the customer. We estimate sales returns based on historical data.
Changes to our contract liabilities, which are included in accrued liabilities in our condensed consolidated balance sheets, were as follows (in thousands):
Nine Months Ended June 30,
20262025
Beginning Balance$10,027 $11,493 
Loyalty points and gift cards issued but not redeemed, net of estimated breakage6,901 5,904 
Revenue recognized from beginning liability(7,743)(6,703)
Ending Balance$9,185 $10,694 
See Note 12, Segment Reporting, for additional information regarding the disaggregation of our sales revenue.
4.    Fair Value Measurements
We measure on a recurring basis and disclose the fair value of our financial instruments under the provisions of ASC Topic 820, Fair Value Measurement, as amended (“ASC 820”). We define “fair value” as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level hierarchy for measuring fair value and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. This valuation hierarchy is based upon the transparency of inputs used in the valuation of an asset or liability on the measurement date.
The three levels of that hierarchy are defined as follows:
Level 1 - Quoted prices are available in active markets for identical assets or liabilities;
Level 2 - Pricing inputs are other than quoted prices in active markets, included in Level 1, that are either directly or indirectly observable; and
Level 3 - Unobservable pricing inputs in which little or no market activity exists, therefore requiring an entity to develop its own model with estimates and assumptions.

Financial Instruments Measured at Fair Value on Recurring Basis
Consistent with the fair value hierarchy, we categorized our financial assets and liabilities as follows:
(in thousands)ClassificationFair Value Hierarchy LevelJune 30,
2026
September 30,
2025
Financial Assets:
Foreign exchange contracts
Designated cash flow hedgesOther current assetsLevel 2$94 $87 
Non-designated cash flow hedgesOther current assetsLevel 2127 570 
Interest rate swapOther assetsLevel 2 59 
Total assets$221 $716 
Financial Liabilities:
Foreign exchange contracts
Designated cash flow hedgesAccrued liabilitiesLevel 2$386 $57 
Non-designated cash flow hedgesAccrued liabilitiesLevel 2330 225 
Total liabilities$716 $282 

The fair value of each asset and liability was determined using widely accepted valuation techniques, including discounted cash flow analyses and observable inputs, such as market interest rates and foreign exchange rates.
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Other Fair Value Disclosures
The carrying amounts, if any, of cash equivalents, trade and other accounts receivable, accounts payable, and borrowings under our $500 million asset-based senior secured loan facility (the “ABL Facility”) approximate their respective fair values due to the short-term nature of these financial instruments. The carrying amounts and corresponding estimated fair values of our long-term debt, excluding debt issuance costs and original issue discounts, are as follows:
Fair ValueJune 30, 2026September 30, 2025
(in thousands)Hierarchy LevelCarrying ValueFair ValueCarrying ValueFair Value
Long-term debt
Senior notes due 2032Level 2$600,000 $612,000 $600,000 $622,500 
Term loan B due 2030Level 2215,000 215,538 275,000 276,375 
Total long-term debt$815,000 $827,538 $875,000 $898,875 
5.    Stockholders’ Equity
Share Repurchase Program
We have a share repurchase program, as originally approved and authorized by our Board of Directors (the “Board”) in August 2017, with the term extended by the Board in May 2025 to September 30, 2029 to repurchase up to $1.0 billion of our common stock, subject to certain limitations governed by our debt agreements. Under the share repurchase program, we had remaining authorization to use $395.9 million to repurchase shares of our common stock as of June 30, 2026. During the three and nine months ended June 30, 2026, we repurchased 1.9 million shares and 4.9 million shares of our common stock at a total cost of $25.3 million and $71.4 million, respectively, excluding the impact of excise taxes. During the three and nine months ended June 30, 2025, we repurchased 1.5 million shares and 3.3 million shares of our common stock at a total cost of $13.0 million and $33.0 million, respectively, excluding the impact of excise taxes. Shares purchased under this program are cancelled after being repurchased.
Accumulated Other Comprehensive Loss
The change in accumulated other comprehensive loss (“AOCL”) was as follows (in thousands):
Foreign Currency Translation AdjustmentsInterest Rate SwapForeign Exchange ContractsTotal
Balance at September 30, 2025$(104,329)$84 $(603)$(104,848)
Other comprehensive income (loss) before reclassification, net of tax(4,378)59 (692)(5,011)
Reclassification to net earnings, net of tax (104)536 432 
Balance at June 30, 2026$(108,707)$39 $(759)$(109,427)
The tax impacts for the changes in other comprehensive income (loss) and the reclassifications to net earnings were not material.
6.    Weighted-Average Shares
The following table presents a reconciliation of basic and diluted weighted-average shares (in thousands):
Three Months Ended
June 30,
Nine Months Ended
June 30,
2026202520262025
Weighted-average basic shares95,058 100,463 96,537 101,367 
Dilutive potential common stock:
Restricted stock awards and stock options2,854 2,776 2,865 2,820 
Weighted-average diluted shares97,912 103,239 99,402 104,187 
Anti-dilutive stock options excluded from diluted shares1,249 1,840 1,249 1,499 
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7.    Property and Equipment, Net
In October 2024, we sold our former corporate headquarters located in Denton, Texas to Denton County, Texas for $45.5 million, excluding $1.5 million in closing costs. As a result of the sale, we recognized a gain of approximately $26.6 million within SG&A expenses in our condensed consolidated statements of earnings for the nine months ended June 30, 2025.
8.    Goodwill and Intangible Assets
As of January 31, 2026, we completed our annual assessments for impairment of goodwill and indefinite-lived intangible assets. We performed a qualitative analysis for goodwill and determined there was no indication of impairment. We performed a quantitative analysis for indefinite-lived assets and determined that there was no impairment. While no impairment losses were recognized in 2025 in connection with our goodwill, we recognized a $1.8 million impairment loss in 2025 in SG&A expenses for a trade name within the Sally reporting segment.
Goodwill allocated to our Sally and BSG reporting units, which are also defined as our Sally and BSG segments, was $89.9 million and $448.5 million, respectively, as of June 30, 2026. For the nine months ended June 30, 2026, changes in goodwill reflected the effects of foreign currency exchange rates of $2.2 million.
The following table presents our amortization expense for the period (in thousands):
Three Months Ended
June 30,
Nine Months Ended
June 30,
2026202520262025
Intangible assets amortization expense$652 $851 $1,956 $2,550 
9.    Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
June 30,
2026
September 30,
2025
Compensation and benefits$63,186 $85,058 
Deferred revenue14,388 14,195 
Interest payable13,905 3,819 
Rental obligations12,804 10,286 
Insurance reserves8,092 7,331 
Accrued freight7,699 8,761 
Operating accruals and other43,918 55,191 
Total accrued liabilities$163,992 $184,641 
10.    Short-Term and Long-Term Debt
At June 30, 2026, there were no outstanding borrowings under our ABL Facility, and we had $482.4 million available for borrowing, including under our Canadian sub-facility, subject to a borrowing base limitation, as reduced by outstanding letters of credit.
During the three and nine months ended June 30, 2026, we voluntarily repaid $19.0 million and $57.0 million, respectively, of outstanding Term Loan B principal in addition to our mandatory quarterly payment. In connection with the voluntary repayments, we recognized a $0.1 million loss and a $0.4 million loss on debt extinguishment within interest expense for the write-off of related unamortized debt issuance costs for the three and nine months ended June 30, 2026, respectively.
11.    Derivative Instruments and Hedging Activities
During the nine months ended June 30, 2026, we did not purchase or hold any derivative instruments for trading or speculative purposes. See Note 4, Fair Value Measurements, for the classification and fair value of our derivative instruments.
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Designated Cash Flow Hedges
Foreign Currency Forwards
We regularly enter into foreign currency forwards to mitigate our exposure to exchange rate changes on forecasted inventory purchases in U.S. dollars by our foreign subsidiaries. At June 30, 2026, we held forwards, which expire ratably through September 30, 2026, with notional amounts, based upon exchange rates at June 30, 2026, as follows (in thousands):
Notional CurrencyNotional Amount
Mexican Peso$4,846 
Canadian Dollar2,415 
Total$7,261 
The changes in fair value related to these foreign currency forwards are recorded quarterly in AOCL. As the forwards are exercised, the realized gains or losses are recognized in COGS, based on inventory turns, in our condensed consolidated statements of earnings. For the three months ended June 30, 2026 and 2025, we recognized a net loss of $0.2 million and a net gain of $0.6 million, respectively. For the nine months ended June 30, 2026 and 2025, we recognized a net loss of $0.7 million and a net gain of $0.7 million, respectively. Based on valuations and exchange rates as of June 30, 2026, we expect to reclassify net losses of approximately $0.7 million from AOCL to COGS over the next 12 months.
Interest Rate Swap
We had a three-year interest rate swap agreement with an initial notional amount of $200 million (the “Interest Rate Swap”) that matured in April 2026. The Interest Rate Swap was used to mitigate the exposure to higher interest rates in connection with our Term Loan B due in 2030. The Interest Rate Swap involved fixed monthly payments at the contract rate of 3.705% in exchange for a floating interest payment based on the one-month Adjusted Term SOFR Rate. The Interest Rate Swap was designated as a cash flow hedge. Changes in the fair value of the Interest Rate Swap were recorded quarterly, net of income tax, in AOCL.
During the term of the agreement, we recognized either income or expense, based on the position of the interest rates, in interest expense on our condensed consolidated statements of earnings related to the Interest Rate Swap. For the three months ended June 30, 2025, we recognized income of $0.2 million. For the nine months ended June 30, 2026 and 2025, we recognized income of $0.1 million and $1.1 million, respectively.
Non-Designated Derivative Instruments
We also use foreign exchange forward contracts to mitigate our exposure to exchange rate fluctuations related to certain intercompany balances that are not considered permanently invested. At June 30, 2026, we held forward contracts, which mature in July and October 2026, with notional amounts, based upon exchange rates at June 30, 2026, as follows (in thousands):
Notional CurrencyNotional Amount
British Pound$47,858 
Euro13,177 
Canadian Dollar9,192 
Total$70,227 
Changes in the fair value of the forward contracts, as well as realized gains or losses upon settlement, are recorded in SG&A expenses. For the three months ended June 30, 2026 and 2025, the effects of foreign exchange contracts on our condensed consolidated financial statements were net losses of $0.3 million and $1.3 million, respectively. For the nine months ended June 30, 2026 and 2025, the effects of foreign exchange contracts on our condensed consolidated financial statements were net losses of $0.2 million and $0.3 million, respectively.

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12.    Segment Reporting
Our business is organized into two reportable segments: (i) Sally, a domestic and international chain of retail stores and digital platforms that offers professional beauty supplies to both salon professionals and retail customers primarily in North America, including Puerto Rico, and parts of Europe and South America and, (ii) BSG, including its franchise-based business Armstrong McCall, a full service distributor of beauty products and supplies that offers professional beauty products directly to salons and salon professionals through its professional-only stores, its own sales force, and digital platforms in partially exclusive geographic territories in the U.S., including Puerto Rico, and Canada.
Our Chief Operating Decision Maker (“CODM”), whom we have determined to be our Chief Executive Officer, regularly evaluates the performance of our reportable segments by comparing current segment operating earnings to comparable prior periods and forecasted amounts. Included within segment operating earnings, the significant expense categories below are regularly provided to the CODM.
Segment Operating Performance
The following tables summarize our results for the three and nine months ended June 30, 2026 and 2025 (in thousands):
Three Months Ended June 30, 2026Three Months Ended June 30, 2025
SallyBSGTotalSallyBSGTotal
Net sales (a)
$538,570 $396,920 $935,490 $526,782 $406,525 $933,307 
Less:
COGS207,604 237,637 445,241 205,916 246,406 452,322 
SG&A expenses241,610 110,310 351,920 237,561 109,447 347,008 
Segment operating earnings89,356 48,973 138,329 83,305 50,672 133,977 
Unallocated expenses (b)
51,933 55,804 
Interest expense13,693 15,709 
Earnings before provision for income taxes$72,703 $62,464 
Nine Months Ended June 30, 2026Nine Months Ended June 30, 2025
SallyBSGTotalSallyBSGTotal
Net sales (a)
$1,591,407 $1,190,633 $2,782,040 $1,552,803 $1,201,545 $2,754,348 
Less:
COGS623,167 709,593 1,332,760 612,284 725,422 1,337,706 
SG&A expenses722,838 330,792 1,053,630 700,035 331,048 1,031,083 
Segment operating earnings245,402 150,248 395,650 240,484 145,075 385,559 
Unallocated expenses (b)
161,389 137,693 
Interest expense42,478 49,440 
Earnings before provision for income taxes$191,783 $198,426 
(a)There were no intersegment sales between our segments, nor did any single customer account for 10% or more of revenue.
(b)Unallocated expenses consist of corporate and shared costs, including certain costs associated with our Fuel for Growth initiative, and are included in SG&A expenses in our condensed consolidated statements of earnings. For the nine months ended June 30, 2025, unallocated expenses included a $26.6 million gain related to the sale of our corporate headquarters. See Note 7, Property and Equipment, Net, for more information.
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Other Segment Disclosures
Three Months Ended June 30,Nine Months Ended June 30,
(in thousands)2026202520262025
Depreciation and amortization:
Sally$14,859 $13,471 $42,597 $42,203 
BSG9,257 9,677 26,937 27,929 
Unallocated2,107 1,521 5,601 5,461 
Total$26,223 $24,669 $75,135 $75,593 
Disaggregation of net sales by segment
The following tables disaggregate our segment revenues by merchandise category.
Three Months Ended June 30,Nine Months Ended June 30,
Sally2026202520262025
Hair color45.2%42.9%44.4%41.9%
Hair care21.2%23.0%21.6%23.5%
Styling tools and supplies15.8%16.2%16.4%16.9%
Nail10.0%10.2%9.9%10.0%
Skin and cosmetics7.6%7.5%7.4%7.5%
Other beauty items0.2%0.2%0.3%0.2%
Total100.0%100.0%100.0%100.0%
Three Months Ended June 30,Nine Months Ended June 30,
BSG2026202520262025
Hair color44.3%43.0%43.3%41.9%
Hair care40.6%41.6%41.4%41.8%
Styling tools and supplies9.7%9.9%10.0%10.4%
Skin and cosmetics3.0%3.2%3.1%3.5%
Nail2.3%2.2%2.1%2.3%
Other beauty items0.1%0.1%0.1%0.1%
Total100.0%100.0%100.0%100.0%
The following tables disaggregate our segment revenue by sales channels:
Three Months Ended June 30,Nine Months Ended June 30,
Sally2026202520262025
Company-operated stores90.3%91.8%90.4%91.9%
E-commerce9.7%8.2%9.6%8.1%
Total100.0%100.0%100.0%100.0%
Three Months Ended June 30,Nine Months Ended June 30,
BSG2026202520262025
Company-operated stores69.2%69.5%69.2%69.4%
E-commerce14.6%13.7%14.7%13.9%
Salon business consultants8.6%9.2%8.5%9.4%
Franchise stores7.6%7.6%7.6%7.3%
Total100.0%100.0%100.0%100.0%
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information contained in our 2025 10-K, including the Risk Factors section therein, and the condensed consolidated interim financial statements and related notes included elsewhere in this Quarterly Report.
Financial Summary for the Three Months Ended June 30, 2026 (the “Quarter”)
Consolidated net sales for the quarter increased $2.2 million, or 0.2%, to $935.5 million, compared to the three months ended June 30, 2025 (the “prior year quarter”). Consolidated net sales for the quarter included a $4.7 million favorable impact from changes in foreign currency exchange rates;
Consolidated comparable sales were flat compared to the prior year quarter;
Consolidated gross profit increased $9.3 million, or 1.9%, to $490.2 million, compared to the prior year quarter. Consolidated gross margin increased 90 bps to 52.4% compared to the prior year quarter;
Consolidated operating earnings increased $8.2 million, or 10.5%, to $86.4 million, compared to the prior year quarter. Operating margin increased 80 bps to 9.2% compared to the prior year quarter;
Consolidated net earnings increased $8.4 million, or 18.3%, to $54.1 million, compared to the prior year quarter;
Diluted earnings per share was $0.55 compared to $0.44 for the prior year quarter; and
Cash provided by operations was $80.9 million compared to $69.4 million for the prior year quarter.
Comparable Sales
We believe that comparable sales is an appropriate performance indicator to measure our sales growth compared to the prior period. Our comparable sales include sales from stores that have been operating for 14 months or longer as of the last day of a month and from e-commerce revenue. Additionally, comparable sales include sales to franchisees and full service sales. Our comparable sales exclude the effect of changes in foreign exchange rates and sales from stores relocated until 14 months after the relocation. Revenue from acquired stores is excluded from our comparable sales calculation until 14 months after the acquisition. Our calculation of comparable sales might not be the same as other retailers, as the calculation varies across the retail industry.
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Overview
Key Operating Metrics
The following table sets forth information concerning key measures on which we rely to evaluate our operating performance (dollars in thousands):

Three Months Ended June 30,Nine Months Ended June 30,
20262025Increase (Decrease)20262025Increase (Decrease)
Net sales:
Sally$538,570 $526,782 $11,788 2.2 %$1,591,407 $1,552,803 $38,604 2.5 %
BSG396,920 406,525 (9,605)(2.4)%1,190,633 1,201,545 (10,912)(0.9)%
Consolidated$935,490 $933,307 $2,183 0.2 %$2,782,040 $2,754,348 $27,692 1.0 %
Gross profit:
Sally$330,966 $320,866 $10,100 3.1 %$968,240 $940,519 $27,721 2.9 %
BSG159,283 160,119 (836)(0.5)%481,040 476,123 4,917 1.0 %
Consolidated$490,249 $480,985 $9,264 1.9 %$1,449,280 $1,416,642 $32,638 2.3 %
Segment gross margin:
Sally61.5 %60.9 %60  bps 60.8 %60.6 %20  bps
BSG40.1 %39.4 %70  bps 40.4 %39.6 %80  bps
Consolidated52.4 %51.5 %90  bps 52.1 %51.4 %70  bps
Net earnings:
Segment operating earnings:
Sally$89,356 $83,305 $6,051 7.3 %$245,402 $240,484 $4,918 2.0 %
BSG48,973 50,672 (1,699)(3.4)%150,248 145,075 5,173 3.6 %
Segment operating earnings138,329 133,977 4,352 3.2 %395,650 385,559 10,091 2.6 %
Unallocated expenses (a)51,933 55,804 (3,871)(6.9)%161,389 137,693 23,696 17.2 %
Consolidated operating earnings86,396 78,173 8,223 10.5 %234,261 247,866 (13,605)(5.5)%
Interest expense13,693 15,709 (2,016)(12.8)%42,478 49,440 (6,962)(14.1)%
Earnings before provision for income taxes72,703 62,464 10,239 16.4 %191,783 198,426 (6,643)(3.3)%
Provision for income taxes18,621 16,740 1,881 11.2 %49,449 52,479 (3,030)(5.8)%
Net earnings$54,082 $45,724 $8,358 18.3 %$142,334 $145,947 $(3,613)(2.5)%
 .
Comparable sales growth (decline):
Sally1.6 %(1.1)%270 bps 1.4 %0.1 %130 bps
BSG(2.1)%0.5 %(260) bps (0.9)%(0.2)%(70) bps
Consolidated— %(0.4)%40 bps 0.4 %— %40 bps
Number of stores at end of period (including franchises):
Sally3,066 3,096 (30)(1.0)%
BSG1,320 1,329 (9)(0.7)%
Consolidated4,386 4,425 (39)(0.9)%
(a)Unallocated expenses consist of corporate and shared costs and are included in SG&A expenses in our condensed consolidated statements of earnings. Additionally, unallocated expenses include certain costs associated with our “Fuel for Growth” initiative as well as the $26.6 million gain related to the sale of our corporate headquarters during the nine months ended June 30, 2025. See Note 7, Property and Equipment, Net, for more information related to the sale of our corporate headquarters.
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Results of Operations
Comparison of Three Months Ended June 30, 2026 to Three Months Ended June 30, 2025
Net Sales
Sally. The increase in net sales for Sally was primarily driven by the following (in thousands):
Comparable sales$8,636 
Sales outside comparable sales (a)
(1,582)
Foreign currency exchange4,734 
Total$11,788 
(a)Includes closed stores, net of stores opened for less than 14 months.
Sally's net sales increase was primarily driven by an increase in comparable sales and positive impacts from foreign exchange rates, partially offset by net store closures during the past twelve months. The increase in comparable sales was primarily driven by growth in hair color and digital marketplaces, partially offset by softness in our hair care category and the strategic exit of the majority of our full service operations across Europe. Sally’s comparable sales reflect increases in number of transactions and average unit retail.
BSG. The decrease in net sales for BSG was primarily driven by the following (in thousands):
Comparable sales$(8,454)
Sales outside comparable sales (a)
(1,102)
Foreign currency exchange(49)
Total$(9,605)
(a)Includes closed stores, net of stores opened for less than 14 months and sales from acquired stores.
BSG's net sales decrease was primarily driven by a decline in comparable sales. The decrease in comparable sales was primarily attributable to softness in the hair care category. BSG's comparable sales reflect a decrease in the number of transactions and a lower average number of units per transaction, partially offset by a higher average unit retail.
Gross Profit
Sally. Sally’s gross profit increased $10.1 million for the three months ended June 30, 2026 primarily as a result of an increase in net sales and a higher gross margin on units sold. Sally’s gross margin improvement was driven primarily by higher product margins resulting from benefits associated with our Fuel for Growth initiative, partially offset by the write-off of certain inventory related to the strategic exit of the majority of our low-margin full-service operations in Europe.
BSG. BSG’s gross profit decreased $0.8 million for the three months ended June 30, 2026 due primarily to lower sales volume, substantially offset by higher gross margin on units sold that we attribute primarily to actions taken under our Fuel for Growth initiative. As a percentage of sales, BSG’s segment gross profit increased 70 basis points compared to the prior year quarter.
Selling, General and Administrative Expenses

Sally. Sally’s selling, general and administrative (“SG&A”) expenses increased $4.0 million, or 1.7%, for the three months ended June 30, 2026, and included an unfavorable impact from foreign exchange rates of $2.1 million. As a percentage of Sally’s net sales, SG&A expenses for the three months ended June 30, 2026 were 44.9%, compared to 45.1% for the three months ended June 30, 2025. The decrease as a percentage of sales was primarily due to leveraging as a result of higher net sales, partially offset by increased labor and other compensation-related expenses and commission costs from digital marketplaces.
BSG. BSG’s SG&A expenses increased $0.9 million, or 0.8%, for the three months ended June 30, 2026. As a percentage of BSG net sales, SG&A expenses for the three months ended June 30, 2026 were 27.8% compared to 26.9% for the three months ended June 30, 2025. The increase in BSG’s SG&A expenses was primarily due to increased labor and other compensation-related expenses and rent expense.
Unallocated. Unallocated SG&A expenses, which represent certain corporate costs that have not been charged to our reporting segments, decreased $3.9 million, or 6.9%, for the three months ended June 30, 2026 primarily due to lower labor and other compensation-related expenses and lower expenses in connection with our Fuel for Growth initiative, partially offset by higher facility expenses related to our new corporate headquarters.
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Interest Expense
Interest expense decreased due primarily to the lower average outstanding principal balance on our Term Loan B compared to the prior year quarter. See Note 10, Short-Term and Long-Term Debt, in Item 1 of this quarterly report for more details.
Provision for Income Taxes
The effective tax rates were 25.6% and 26.8% for the three months ended June 30, 2026 and 2025, respectively. The decrease in the effective tax rate was primarily attributable to the tax impact of the divestiture of the Spain operations in the prior-year quarter.
Comparison of Nine Months Ended June 30, 2026 to Nine Months Ended June 30, 2025
Net Sales
Sally. The increase in net sales for Sally was primarily driven by the following (in thousands):
Comparable sales$21,713 
Sales outside comparable sales (a)
(7,700)
Foreign currency exchange24,591 
Total$38,604 
(a)Includes closed stores, net of stores opened for less than 14 months.
Sally's net sales increase was primarily driven by positive impacts from foreign exchange rates and an increase in comparable sales, partially offset by net store closures during the past twelve months. The increase in comparable sales was primarily driven by strong growth in hair color and digital marketplaces. These increases were partially offset by softer consumer spending associated with the U.S. government shutdown early in the fiscal year, softness in the hair care category, and the impact of our strategic exit of the majority of our full-service operations across Europe. Sally’s comparable sales reflect increases in average unit retail and number of transactions.
BSG. The decrease in net sales for BSG was primarily driven by the following (in thousands):
Comparable sales$(10,324)
Sales outside comparable sales (a)
(2,034)
Foreign currency exchange1,446 
Total$(10,912)
(a)Includes closed stores, net of stores opened for less than 14 months and sales from acquired stores.
BSG's net sales decrease was primarily driven by a decline in comparable sales. Comparable sales reflect pressure on stylist spending associated with the government shutdown early in the fiscal year and softness in the hair care category, partially offset by strong performance in the color category. BSG's comparable sales reflect a decrease in the number of transactions and a lower average number of units per transaction, partially offset by a higher average unit retail.
Gross Profit
Sally. Sally’s gross profit increased for the nine months ended June 30, 2026 as a result of an increase in net sales and a higher gross margin on units sold. Sally’s gross margin improvement was driven primarily by higher product margins in the first half of the fiscal year, partially offset by the write-off of certain inventory related to the strategic exit of the majority of our low-margin full service operations in Europe, both as a result of our Fuel for Growth initiative.
BSG. BSG’s gross profit increased for the nine months ended June 30, 2026 as a result of a higher gross margin on units sold, partially offset by the impact from the lower sales volume. BSG’s gross margin improvement was driven by higher product margins resulting from benefits associated with our Fuel for Growth initiative.
Selling, General and Administrative Expenses
Sally. Sally’s SG&A expenses increased $22.8 million, or 3.3%, for the nine months ended June 30, 2026 and included an unfavorable impact from foreign exchange rates of $3.5 million. As a percentage of Sally’s net sales, SG&A expenses for the nine months ended June 30, 2026 were 45.4%, compared to 45.1% for the nine months ended June 30, 2025. The increase as a percentage of sales was primarily due to higher labor and other compensation-related expenses, rent, commission costs from digital marketplaces, and advertising.
BSG. BSG’s SG&A expenses decreased $0.3 million, or 0.1%, for the nine months ended June 30, 2026. As a percentage of BSG’s net sales, SG&A expenses for the nine months ended June 30, 2026 were 27.8% compared to 27.6% for the nine
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months ended June 30, 2025. The increase as a percentage of sales was primarily due to higher rent, partially offset by lower depreciation and amortization expenses.
Unallocated. Unallocated SG&A expenses, which represent certain corporate costs that have not been allocated to our reporting segments, increased $23.7 million or 17.2%, for the nine months ended June 30, 2026 primarily due to a $26.6 million gain on the sale of our corporate headquarters in the prior year, higher facility expenses related to our new corporate headquarters, and an increase in information technology expenses, partially offset by lower costs in connection with our Fuel for Growth initiative.
Interest Expense
Interest expense decreased primarily due to a lower average outstanding balance on our Term Loan B in 2026. See Note 10, Short-term and Long-term Debt, in Item 1 of this quarterly report for more information on our debt.
Provision for Income Taxes
The effective tax rates were 25.8% and 26.4% for the nine months ended June 30, 2026 and 2025, respectively. The decrease was primarily attributable to the tax impact of the divestiture of the Spain operations in the prior year.
Liquidity and Capital Resources
Overview
Our principal sources of liquidity are cash from operations, cash and cash equivalents, and borrowings under our ABL Facility. A substantial portion of our liquidity needs arise from funding the costs of our operations, working capital, capital expenditures, and payments of interest and principal on our debt. Additionally, under our share repurchase program (see below for more details) we may repurchase shares of our common stock on the open market to return value to our shareholders. At June 30, 2026, we had $655.5 million of available liquidity, which included $482.4 million available for borrowing under our ABL Facility and cash and cash equivalents of $173.1 million.
Our working capital (current assets less current liabilities) increased $31.8 million, to $757.3 million at June 30, 2026, compared to $725.5 million at September 30, 2025. The increase was primarily driven by the timing of accrued compensation and benefit expenses within accrued expenses and an increase in cash and cash equivalents, partially offset by the timing of landlord receivables related to our new corporate headquarters within accounts receivable, other and the timing of interest payments on our long-term debt.
We anticipate that existing cash balances (excluding certain amounts permanently invested in connection with foreign operations), cash expected to be generated by operations, and funds available under our ABL Facility will be sufficient to fund our working capital and capital expenditure requirements over the next twelve months.
Cash Flows
Nine Months Ended June 30,
(in thousands)20262025
Net cash provided by operating activities$247,461 $153,952 
Net cash used by investing activities(84,257)(12,940)
Net cash used by financing activities(138,584)(137,863)
Net Cash Provided by Operating Activities
The increase in cash provided by operating activities was primarily driven by the timing of the settlement of accounts payable, an increase in cash receipts from customers, lower income taxes paid, and the receipt of landlord receivables related to our new corporate headquarters, partially offset by a strategic reduction in slower-moving inventory in the prior year.
Net Cash Used by Investing Activities
Cash used in our investing activities was higher in the 2026 period primarily due to a $25 million increase in capital expenditures, which included the build out of our new corporate headquarters and investments in stores through our Sally Ignited initiative, and the impact of the lapping of the $44 million in cash proceeds received in 2025 from the sale of our former corporate headquarters.
Net Cash Used by Financing Activities
Cash used by financing activities was fairly consistent with the prior year. The primary financing activities were repurchases of our common stock, which increased compared to last year, and debt repayments, which decreased in 2026.
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Debt and Guarantor Financial Information
At June 30, 2026, we had $815.0 million in outstanding debt principal, excluding unamortized debt issuance costs and debt discounts, in the aggregate, of $7.4 million. Our debt consists of $600.0 million in 2032 Senior Notes outstanding, and $215.0 million remaining on our Term Loan B.
We utilize our ABL Facility for the issuance of letters of credit, certain working capital and liquidity needs, and to manage normal fluctuations in our operating cash flow. In that regard, we may from time to time draw funds under the ABL Facility for general corporate purposes including funding of capital expenditures, acquisitions, debt repayments and share repurchases. Amounts drawn on our ABL Facility are generally paid down with cash provided by our operating activities. During the nine months ended June 30, 2026, there were no borrowings under the ABL Facility.
We are currently in compliance with the agreements and instruments governing our debt, including our financial covenants.
Guarantor Financial Information
Our 2032 Senior Notes were issued by our wholly owned subsidiaries, Sally Holdings LLC and Sally Capital Inc. (together, the “Issuers”). The notes are unsecured debt instruments guaranteed by us and certain of our wholly owned domestic subsidiaries (together, the “Guarantors”) and have certain restrictions on the ability of our subsidiaries to make certain restrictive payments to Sally Beauty. The guarantees are joint and several, and full and unconditional. Certain other subsidiaries, including our foreign subsidiaries, do not serve as guarantors.
The following summarized consolidating financial information represents financial information for the Issuers and the Guarantors on a combined basis. All transactions and intercompany balances between these combined entities have been eliminated.
The following table presents the summarized balance sheet information for the Issuers and the Guarantors:
(in thousands)June 30, 2026September 30, 2025
Cash and cash equivalents$96,578 $85,360 
Inventory$740,965 $721,975 
Current assets$936,328 $927,667 
Total assets$2,197,609 $2,177,968 
Intercompany payable$18,977 $15,117 
Current liabilities$464,670 $474,079 
Total liabilities$1,833,133 $1,883,754 
The following table presents the summarized statement of earnings information for the Issuers and the Guarantors for the nine months ended June 30, 2026 (in thousands):
Net sales$2,249,699 
Gross profit$1,193,288 
Earnings before provision for income taxes$172,390 
Net earnings$128,524 
Share Repurchase Programs
Under our current share repurchase program, we may from time to time repurchase our common stock on the open market. During the nine months ended June 30, 2026 and 2025, we repurchased 4.9 million shares and 3.3 million shares of our common stock for $71.4 million and $33.0 million, respectively, under our share repurchase program, excluding the impact of excise taxes. See Note 5, Stockholders’ Equity.
Contractual Obligations
Other than our voluntary debt repayments, as discussed above, there have been no material changes outside the ordinary course of our business to our contractual obligations since September 30, 2025.
Off-Balance Sheet Financing Arrangements
At June 30, 2026 and September 30, 2025, we had no off-balance sheet financing arrangements other than outstanding letters of credit related to inventory purchases and self-insurance programs.
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Critical Accounting Estimates
There have been no material changes to our critical accounting estimates or assumptions since September 30, 2025.
Recent Accounting Pronouncements
See Note 2 of the Notes to Condensed Consolidated Financial Statements in Item 1 – “Financial Statements” in Part I – Financial Information.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a multinational corporation, we are subject to certain market risks including foreign currency fluctuations, interest rates and government actions. There have been no material changes to our market risks from September 30, 2025. See our disclosures about market risks contained in Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in Part II of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
Item 4. Controls and Procedures
Controls Evaluation and Related CEO and CFO Certifications. Our management, with the participation of our principal executive officer (“CEO”) and principal financial officer (“CFO”), conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. The controls evaluation was conducted by our Disclosure Committee, comprised of senior representatives from our finance, accounting, internal audit, and legal departments under the supervision of our CEO and CFO.
Certifications of our CEO and our CFO, which are required in accordance with Rule 13a-14 of the Exchange Act, are attached as exhibits to this Quarterly Report. This “Controls and Procedures” section includes the information concerning the controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.
Limitations on the Effectiveness of Controls. We do not expect that our disclosure controls and procedures will prevent all errors and all fraud. A system of controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. Because of the limitations in all such systems, no evaluation can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Furthermore, the design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how unlikely. Because of these inherent limitations in a cost-effective system of controls and procedures, misstatements or omissions due to error or fraud may occur and not be detected.
Scope of the Controls Evaluation. The evaluation of our disclosure controls and procedures included a review of their objectives and design, our implementation of the controls and procedures and the effect of the controls and procedures on the information generated for use in this Quarterly Report. In the course of the evaluation, we sought to identify whether we had any data errors, control problems or acts of fraud and to confirm that appropriate corrective action, including process improvements, was being undertaken if needed. This type of evaluation is performed on a quarterly basis so that conclusions concerning the effectiveness of our disclosure controls and procedures can be reported in our Quarterly Reports on Form 10-Q and our Annual Reports on Form 10-K. Many of the components of our disclosure controls and procedures are also evaluated by our internal audit department, by our legal department and by personnel in our finance organization. The overall goals of these various evaluation activities are to monitor our disclosure controls and procedures on an ongoing basis and to maintain them as dynamic systems that change as conditions warrant.
Conclusions regarding Disclosure Controls. Based on the required evaluation of our disclosure controls and procedures, our CEO and CFO have concluded that, as of June 30, 2026, we maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting. During our most recent fiscal quarter, other than as described below, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During our most recent quarter, we implemented Oracle Retail Sales Audit (“ReSA”), which is used to support retail sales reconciliation and related financial reporting processes. ReSA is an application within the Oracle Retail suite that validates, reconciles, and audits point-of-sale transactions before sales data is sent to downstream systems, such as inventory, merchandising, finance, and reporting systems. The implementation impacts certain processes and controls within the Company's internal control environment. In connection with this implementation, management established new controls and modified existing controls to address risks associated with the new system and related business process changes.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We are involved, from time to time, in various claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in such amounts in excess of our self-insured retention as we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect of these matters. We do not believe that the ultimate resolution of these matters will have a material adverse impact on our consolidated financial position, cash flows or results of operations.
We are subject to a number of U.S., federal, state and local laws and regulations, as well as the laws and regulations applicable in each foreign country or jurisdiction in which we do business. These laws and regulations govern, among other things, the composition, packaging, labeling and safety of the products we sell, the methods we use to sell these products and the methods we use to import these products. We believe that we are in material compliance with such laws and regulations, although no assurance can be provided that this will remain true going forward.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors contained in Item 1A. “Risk Factors” in Part I of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, which could materially affect our business, financial condition or future results. There have been no material changes from the risk factors disclosed in such Annual Report. The risks described in such Annual Report and herein are not the only risks facing our company.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Information regarding shares of common stock we repurchased during the quarter ended June 30, 2026, excluding the impact of excise taxes, is as follows:
Fiscal PeriodTotal Number of Shares Purchased
Average Price Paid per Share (1)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the
Plans or Programs
Apr 1 - Apr 30, 2026516,296$14.19 516,296$413,948,081 
May 1 - May 31, 2026673,85512.82 673,855405,311,637 
Jun 1 - Jun 30, 2026709,78913.21 709,789395,936,131 
Total this quarter1,899,940$13.34 1,899,940$395,936,131 
(1)The calculation of the average price paid per share includes the impact of commissions paid in connection with the shares repurchased.
(2)In May 2025, our Board approved a term extension through September 30, 2029, of our share repurchase program to repurchase up to $1.0 billion of our common stock, which was originally approved in August 2017.
Item 5. Other Information
During the quarter ended June 30, 2026, no director or officer of the Company adopted, modified, or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits
Exhibit No.Description
3.1
Third Restated Certificate of Incorporation of Sally Beauty Holdings, Inc., dated January 30, 2014, which is incorporated herein by reference from Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on January 30, 2014
3.2
Amended and Restated By-Laws of Sally Beauty Holdings, Inc., dated July 2, 2025, which is incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 9, 2025
22*
List of Subsidiary Guarantors
31.1*
Rule 13a-14(a)/15d-14(a) Certification of Denise Paulonis
31.2*
Rule 13a-14(a)/15d-14(a) Certification of Adrianne Lee
32.1*
Section 1350 Certification of Denise Paulonis
32.2*
Section 1350 Certification of Adrianne Lee
101
The following financial information from our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Earnings; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Stockholders’ Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to Condensed Consolidated Financial Statements.
104
The cover page from our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, formatted in iXBRL (contained in Exhibit 101)
*Included herewith


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SALLY BEAUTY HOLDINGS, INC.
(Registrant)
Date: August 3, 2026
By:/s/ Adrianne Lee
Adrianne Lee
Senior Vice President, Chief Financial Officer
For the Registrant and as its Principal Financial Officer
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