Sally Beauty (SBH) director awarded 9,975 restricted stock units vesting by 2036

Rhea-AI Filing Summary

Sally Beauty Holdings director Diana Sue Ferguson received an equity award in the form of restricted stock units (RSUs). On January 22, 2026, she was granted 9,975 RSUs at a price of $0 per unit, held as a direct ownership position. Each RSU converts into one share of Sally Beauty common stock.

The filing states that 100% of these RSUs vest on the earliest of three events: December 31, 2036, the date her service as a director ends, or a change in control of the company. After this transaction, she beneficially owns 9,975 derivative securities related to common stock through this RSU grant.

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^*

FERGUSON DIANA SUE

(Last) (First) (Middle)

C/O SALLY BEAUTY HOLDINGS, INC.

7900 WINDROSE AVENUE

(Street)

PLANO TX 75024

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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)	$0	01/22/2026		A		9,975		12/31/2036(2)	12/31/2036	Common Stock	9,975	$0	9,975	D

Explanation of Responses:

1. Restricted Stock Units ("RSUs") convert into SBH common stock on a one-for-one basis.

2. 100% of the RSUs vest on the earliest of (i) December 31, 2036, (ii) the date the reporting person's service as a director of the issuer has terminated, or (iii) a change in control of the issuer.

	/s/ Rebecca L. Morley, Attorney-in-Fact	01/26/2026
	** 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.

FAQ

What did Sally Beauty (SBH) director Diana Sue Ferguson report in this Form 4?

She reported a grant of 9,975 restricted stock units (RSUs) tied to Sally Beauty Holdings common stock, received on January 22, 2026 at a price of $0 per unit.

How do the reported RSUs for SBH convert into common stock?

The filing states that each restricted stock unit converts into one share of Sally Beauty Holdings common stock on a one-for-one basis.

When do Diana Sue Ferguson’s 9,975 RSUs in SBH vest?

According to the filing, 100% of the RSUs vest on the earliest of December 31, 2036, the date her service as a director ends, or a change in control of the company.

How many SBH derivative securities does Diana Sue Ferguson own after this transaction?

Following the reported transaction, she beneficially owns 9,975 derivative securities in the form of restricted stock units related to Sally Beauty common stock.

Is the SBH RSU grant to Diana Sue Ferguson a direct or indirect holding?

The filing classifies the 9,975 RSUs as a direct (D) ownership position by Diana Sue Ferguson.

What triggers earlier vesting of the SBH RSUs for Diana Sue Ferguson?

Earlier vesting is triggered by either the end of her service as a director of Sally Beauty Holdings or a change in control of the company, if either occurs before December 31, 2036.