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SBH Form 4: CEO/Director awarded RSUs; PSUs to settle 2025–2027

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sally Beauty Holdings (SBH) reported insider equity awards for its President & CEO, who is also a Director, effective 11/05/2025. The Form 4 lists multiple entries coded A at $0 price: an award of 242,550 restricted stock units vesting in three equal installments on 11/15/2026, 11/15/2027, and 11/15/2028; and earned performance stock units converting one-for-one to common stock, including 76,832 rTSR PSUs and 32,088 AOIM PSUs payable on 11/15/2025, plus 57,480 AOIM PSUs payable on 11/15/2026 and 40,605 AOIM PSUs payable on 11/15/2027. All positions are shown as Direct (D) ownership.

Positive

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Insider Paulonis Denise
Role President & CEO
Type Security Shares Price Value
Grant/Award Restricted Stock Units 76,832 $0.00 --
Grant/Award Restricted Stock Units (1) 32,088 $0.00 --
Grant/Award Restricted Stock Units (1) 57,480 $0.00 --
Grant/Award Restricted Stock Units (1) 40,605 $0.00 --
Grant/Award Restricted Stock Units (1) 242,550 $0.00 --
Holdings After Transaction: Restricted Stock Units — 76,832 shares (Direct); Restricted Stock Units (1) — 32,088 shares (Direct)
Footnotes (1)
  1. Restricted stock units convert into common stock on a one-for-one basis. Reflects earned performance stock units (PSUs). The PSUs were granted on November 2, 2022, and could be earned based on the level of achievement of relative total shareholder return (rTSR) goals over a three-year performance period concluding on September 30, 2025. The number of PSUs reported reflects the number of PSUs earned based on the certification of the Compensation and Talent Committee of the Board of Directors of Sally Beauty Holdings, Inc. (the "Committee") of the level of achievement of rTSR goals. The number of shares earned will be paid out at the end of the three-year performance period on November 15, 2025. Reflects earned PSUs. The PSUs were granted on November 2, 2022, and are comprised of three, one-year performance periods with goals related to adjusted operating income margin (AOIM), with the number of shares earned paid out at the end of the three-year performance period on November 15, 2025. The number of PSUs reported reflects the number of PSUs earned based on the Committee's certification of the level of achievement of AOIM goals for the third one-year performance period (October 1, 2024, and ending on September 30, 2025). Reflects earned PSUs. The PSUs were granted on November 1, 2023, and are comprised of three, one-year performance periods with goals related to AOIM, with the number of shares earned paid out at the end of the three-year performance period on November 15, 2026. The number of PSUs reported reflects the number of PSUs earned based on the Committee's certification of the level of achievement of AOIM goals for the second one-year performance period (October 1, 2024 and ending on September 30, 2025). Reflects earned PSUs. The PSUs were granted on November 6, 2024, and are comprised of three, one-year performance periods with goals related to AOIM, with the number of shares earned paid out at the end of the three-year performance period on November 15, 2027. The number of PSUs reported reflects the number of PSUs earned based on the Committee's certification of the level of achievement of AOIM goals for the first one-year performance period (October 1, 2024 and ending on September 30, 2025). The restricted stock units vest in three equal installments on November 15, 2026, November 15, 2027, and November 15, 2028.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Paulonis Denise
(Last) (First) (Middle)
C/O SALLY BEAUTY HOLDINGS, INC.
3001 COLORADO BOULEVARD
(Street)
DENTON TX 76210
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sally Beauty Holdings, Inc. [ SBH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(1)(2) $0 11/05/2025 A 76,832 11/15/2025 11/15/2025 Common Stock 76,832 $0 76,832 D
Restricted Stock Units (1)(3) $0 11/05/2025 A 32,088 11/15/2025 11/15/2025 Common Stock 32,088 $0 32,088 D
Restricted Stock Units (1)(4) $0 11/05/2025 A 57,480 11/15/2026 11/15/2026 Common Stock 57,480 $0 57,480 D
Restricted Stock Units (1)(5) $0 11/05/2025 A 40,605 11/15/2027 11/15/2027 Common Stock 40,605 $0 40,605 D
Restricted Stock Units (1) $0 11/05/2025 A 242,550 11/15/2026(6) 11/15/2028 Common Stock 242,550 $0 242,550 D
Explanation of Responses:
1. Restricted stock units convert into common stock on a one-for-one basis.
2. Reflects earned performance stock units (PSUs). The PSUs were granted on November 2, 2022, and could be earned based on the level of achievement of relative total shareholder return (rTSR) goals over a three-year performance period concluding on September 30, 2025. The number of PSUs reported reflects the number of PSUs earned based on the certification of the Compensation and Talent Committee of the Board of Directors of Sally Beauty Holdings, Inc. (the "Committee") of the level of achievement of rTSR goals. The number of shares earned will be paid out at the end of the three-year performance period on November 15, 2025.
3. Reflects earned PSUs. The PSUs were granted on November 2, 2022, and are comprised of three, one-year performance periods with goals related to adjusted operating income margin (AOIM), with the number of shares earned paid out at the end of the three-year performance period on November 15, 2025. The number of PSUs reported reflects the number of PSUs earned based on the Committee's certification of the level of achievement of AOIM goals for the third one-year performance period (October 1, 2024, and ending on September 30, 2025).
4. Reflects earned PSUs. The PSUs were granted on November 1, 2023, and are comprised of three, one-year performance periods with goals related to AOIM, with the number of shares earned paid out at the end of the three-year performance period on November 15, 2026. The number of PSUs reported reflects the number of PSUs earned based on the Committee's certification of the level of achievement of AOIM goals for the second one-year performance period (October 1, 2024 and ending on September 30, 2025).
5. Reflects earned PSUs. The PSUs were granted on November 6, 2024, and are comprised of three, one-year performance periods with goals related to AOIM, with the number of shares earned paid out at the end of the three-year performance period on November 15, 2027. The number of PSUs reported reflects the number of PSUs earned based on the Committee's certification of the level of achievement of AOIM goals for the first one-year performance period (October 1, 2024 and ending on September 30, 2025).
6. The restricted stock units vest in three equal installments on November 15, 2026, November 15, 2027, and November 15, 2028.
/s/ Rebecca L. Morley, Attorney-in-Fact 11/07/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did SBH’s Form 4 report on 11/05/2025?

It reported insider equity awards coded A at $0 price for the President & CEO/Director, including RSUs and earned PSUs.

How many RSUs were granted to SBH’s CEO and how do they vest?

An award of 242,550 RSUs vests in three equal installments on 11/15/2026, 11/15/2027, and 11/15/2028.

What PSUs were earned and when are they payable?

76,832 rTSR PSUs and 32,088 AOIM PSUs are payable on 11/15/2025; 57,480 AOIM PSUs on 11/15/2026; 40,605 AOIM PSUs on 11/15/2027.

What do the PSUs convert into at settlement?

Per the filing, restricted stock units and PSUs convert into common stock on a one-for-one basis.

What performance metrics governed the earned PSUs?

Metrics include relative total shareholder return (rTSR) and adjusted operating income margin (AOIM), as certified by the Board committee.

What ownership form is shown for these awards?

All entries are reported as Direct (D) ownership.