SBH insider files Form 4 for RSUs/PSUs granted at $0

Rhea-AI Filing Summary

Sally Beauty Holdings (SBH) reported insider equity awards. An officer serving as GVP, Controller & CAO acquired derivative awards at $0 on November 5, 2025, including restricted stock units (RSUs) and earned performance stock units (PSUs), each converting into common stock on a one-for-one basis.

Reported RSU/PSU amounts include 3,235, 1,351, 2,587, 1,661, and 9,528 shares. PSU entries reflect certification of rTSR and AOIM goals from prior grants, with payouts scheduled for November 15, 2025, November 15, 2026, and November 15, 2027. One RSU grant vests in three equal installments on November 15, 2026, November 15, 2027, and November 15, 2028.

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^*

McIntosh Kim

(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)
	GVP, CONTROLLER & CAO

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		3,235		11/15/2025	11/15/2025	Common Stock	3,235	$0	3,235	D
Restricted Stock Units (1)(3)	$0	11/05/2025		A		1,351		11/15/2025	11/15/2025	Common Stock	1,351	$0	1,351	D
Restricted Stock Units (1)(4)	$0	11/05/2025		A		2,587		11/15/2026	11/15/2026	Common Stock	2,587	$0	2,587	D
Restricted Stock Units (1)(5)	$0	11/05/2025		A		1,661		11/15/2027	11/15/2027	Common Stock	1,661	$0	1,661	D
Restricted Stock Units (1)	$0	11/05/2025		A		9,528		11/15/2026(6)	11/15/2028	Common Stock	9,528	$0	9,528	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
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FAQ

What did SBH disclose in this Form 4?

An officer (GVP, Controller & CAO) reported acquisitions of RSUs and earned PSUs at $0 on November 5, 2025.

How many RSUs/PSUs were reported by the SBH officer?

Reported amounts include 3,235, 1,351, 2,587, 1,661, and 9,528 shares, each convertible one-for-one into common stock.

What are the vesting or payout dates for these SBH awards?

PSUs are scheduled to pay on Nov 15, 2025, Nov 15, 2026, and Nov 15, 2027. One RSU grant vests in thirds on Nov 15 of 2026, 2027, and 2028.

What performance metrics determined the SBH PSU awards?

PSUs were earned based on certified results for rTSR and AOIM goals tied to prior grant cycles.

What is the conversion ratio for SBH RSUs/PSUs?

Each unit converts into one share of SBH common stock.

Were these transactions part of open-market purchases?

No. They were equity awards reported at $0 price, not market purchases.