SBH Form 4: RSU grant and earned PSUs with 2025–2028 payouts

Rhea-AI Filing Summary

Sally Beauty Holdings (SBH) reported insider equity awards on a Form 4 for an officer serving as President, Beauty Systems Group, with a transaction date of 11/05/2025.

The filing lists derivative awards acquired at $0 per unit: 12,132 restricted stock units (earned from rTSR PSUs) payable on 11/15/2025; 5,067 (earned from 2022 AOIM PSUs) payable on 11/15/2025; 10,346 (earned from 2023 AOIM PSUs) payable on 11/15/2026; and 7,383 (earned from 2024 AOIM PSUs) payable on 11/15/2027. The officer also received a new grant of 34,650 RSUs vesting in three equal installments on 11/15/2026, 11/15/2027, and 11/15/2028. All holdings are reported as Direct (D) ownership.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Spinks Mark Gregory

Role President Beauty Systems Group

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	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^*

Spinks Mark Gregory

(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)
	President Beauty Systems Group

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	$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, Attorney-in-Fact	11/07/2025
	** Signature of Reporting Person	Date
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