[Form 4] Sally Beauty Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Sally Beauty Holdings (SBH) reported an insider equity update. Officer Rebecca L. Morley, SVP & President Sally Beauty, filed a Form 4 for transactions on 11/05/2025 showing awards and earned performance units.

Morley had PSUs earned that convert 1:1 into common stock: 12,132 tied to rTSR for a period ending 09/30/2025 (payable 11/15/2025), plus AOIM-based PSUs of 5,067 (third one-year period, payable 11/15/2025), 10,346 (second one-year period, payable 11/15/2026), and 7,383 (first one-year period, payable 11/15/2027). The filing also lists a 34,650 RSU award vesting in three equal installments on 11/15/2026, 11/15/2027, and 11/15/2028. All entries show a price of $0 for these stock unit awards.

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

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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^*

Goss John Howard JR

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & President Sally Beauty

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		12,132		11/15/2025	11/15/2025	Common Stock	12,132	$0	12,132	D
Restricted Stock Units (1)(3)	$0	11/05/2025		A		5,067		11/15/2025	11/15/2025	Common Stock	5,067	$0	5,067	D
Restricted Stock Units (1)(4)	$0	11/05/2025		A		10,346		11/15/2026	11/15/2026	Common Stock	10,346	$0	10,346	D
Restricted Stock Units (1)(5)	$0	11/05/2025		A		7,383		11/15/2027	11/15/2027	Common Stock	7,383	$0	7,383	D
Restricted Stock Units (1)	$0	11/05/2025		A		34,650		11/15/2026(6)	11/15/2028	Common Stock	34,650	$0	34,650	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	11/07/2025
	** Signature of Reporting Person	Date
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FAQ

What did SBH disclose in this Form 4?

An insider filing for Rebecca L. Morley recording earned PSUs and an RSU award on 11/05/2025, all converting 1:1 into common stock.

How many rTSR-linked PSUs were earned by the SBH officer?

The filing lists 12,132 PSUs earned based on rTSR for a performance period ending 09/30/2025, payable 11/15/2025.

What AOIM-based PSUs are reported for SBH’s executive?

AOIM PSUs earned include 5,067 (third period, payable 11/15/2025), 10,346 (second period, payable 11/15/2026), and 7,383 (first period, payable 11/15/2027).

What RSU grant is disclosed for SBH?

A 34,650 RSU award vesting in three equal installments on 11/15/2026, 11/15/2027, and 11/15/2028.

What is the conversion rate of SBH’s RSUs/PSUs?

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

Who is the reporting person and role at SBH?

Rebecca L. Morley, SVP & President Sally Beauty.