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SBH insider Form 4: RSU grant and PSU achievements detailed

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

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.

Positive

  • None.

Negative

  • None.
Insider Goss John Howard JR
Role SVP & President Sally Beauty
Type Security Shares Price Value
Grant/Award Restricted Stock Units 12,132 $0.00 --
Grant/Award Restricted Stock Units (1) 5,067 $0.00 --
Grant/Award Restricted Stock Units (1) 10,346 $0.00 --
Grant/Award Restricted Stock Units (1) 7,383 $0.00 --
Grant/Award Restricted Stock Units (1) 34,650 $0.00 --
Holdings After Transaction: Restricted Stock Units — 12,132 shares (Direct); Restricted Stock Units (1) — 5,067 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*
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
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 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.