Sally Beauty SVP reports RSU conversion, tax share withholding

Rhea-AI Filing Summary

Sally Beauty Holdings (SBH) reported insider equity activity for its SVP & President, Sally Beauty, on November 15, 2025. The executive acquired 66,007 shares of common stock at $0 per share through the conversion of previously granted restricted stock units (RSUs), which convert into common stock on a one-for-one basis. On the same date, 24,657 shares were disposed of at $14.18 per share, designated with transaction code “F,” indicating shares withheld to cover tax obligations on the vesting. After these transactions, the executive directly owned 115,484 shares of common stock. Multiple RSU awards were exercised at an exercise price of $0, with some awards continuing to vest in equal installments on November 15, 2025, 2026, and 2027, while others fully vested by November 15, 2025.

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)
11/15/2025

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
Common Stock	11/15/2025		M		66,007	A	$0	140,141	D
Common Stock	11/15/2025		F		24,657	D	$14.18	115,484	D

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	11/15/2025		M			12,607	11/15/2025(2)	11/15/2027	Common Stock	12,607	$0	25,214	D
Restricted Stock Units (1)	$0	11/15/2025		M			17,667	11/15/2025(3)	11/15/2026	Common Stock	17,667	$0	17,669	D
Restricted Stock Units (1)	$0	11/15/2025		M			10,383	11/15/2025(4)	11/15/2025	Common Stock	10,383	$0	0	D
Restricted Stock Units (1)(5)	$0	11/15/2025		M			12,132	11/15/2025	11/15/2025	Common Stock	12,132	$0	0	D
Restricted Stock Units (1), (5)	$0	11/15/2025		M			4,304	11/15/2025	11/15/2025	Common Stock	4,304	$0	0	D
Restricted Stock Units (1), (5)	$0	11/15/2025		M			3,847	11/15/2025	11/15/2025	Common Stock	3,847	$0	0	D
Restricted Stock Units (1), (5)	$0	11/15/2025		M			5,067	11/15/2025	11/15/2025	Common Stock	5,067	$0	0	D

Explanation of Responses:

1. Restricted stock units (RSUs) convert into common stock on a one-for-one basis.

2. These RSUs vested and will vest in equal installments on November 15, 2025, November 15, 2026, and November 15, 2027.

3. These RSUs vested and will vest in equal installments on November 15, 2024, November 15, 2025, and November 15, 2026.

4. These RSUs vested in equal installments on November 15, 2023, November 15, 2024, and November 15, 2025.

5. Reflects earned and vested performance stock units (PSUs).

	/s/ Rebecca L. Morley, Attorney-in-Fact	11/18/2025
	** 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.

FAQ

What insider transaction did SBH report for November 15, 2025?

Sally Beauty Holdings (SBH) reported that its SVP & President, Sally Beauty, acquired 66,007 shares of common stock at $0 per share through the conversion of restricted stock units on November 15, 2025.

How many SBH shares does the reporting person own after the Form 4 transactions?

Following the reported transactions, the executive beneficially owned 115,484 shares of Sally Beauty Holdings common stock in direct ownership.

Why were 24,657 SBH shares disposed of at $14.18 in this Form 4?

The Form 4 shows a disposition of 24,657 shares at $14.18 per share with transaction code “F,” indicating that these shares were withheld to satisfy tax obligations related to the vesting of equity awards.

What is the relationship of the reporting person to Sally Beauty Holdings (SBH)?

The reporting person is an officer of Sally Beauty Holdings, Inc., serving as SVP & President Sally Beauty, and files individually as indicated on the Form 4.

How do the RSUs reported in the SBH Form 4 convert into common stock?

The filing explains that restricted stock units (RSUs) convert into common stock on a one-for-one basis, meaning each RSU becomes one share of SBH common stock upon vesting.

Over what period do some of the SBH RSU awards vest?

Certain RSU awards vested and will vest in equal installments on November 15, 2025, November 15, 2026, and November 15, 2027, while others fully vested by November 15, 2025.