[Form 4] Sally Beauty Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Sally Beauty Holdings (SBH) reported insider equity activity for its SVP, CLO and CHRO on Form 4 dated 11/05/2025. The filing lists multiple restricted stock unit (RSU) and performance stock unit (PSU) awards at a price of $0 per unit.

Earned PSUs include 9,301 tied to relative total shareholder return, payable on 11/15/2025, and 3,885 tied to adjusted operating income margin (AOIM) for the third one-year period of a 2022 grant, also payable on 11/15/2025. Additional AOIM-based earned PSUs of 6,610 (from a 2023 grant) are payable on 11/15/2026, and 5,537 (from a 2024 grant) are payable on 11/15/2027.

The officer also received an RSU grant of 29,452 that vests in three equal installments on 11/15/2026, 11/15/2027, and 11/15/2028.

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

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^*

Sherman Scott C

(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, CLO and CHRO

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		9,301		11/15/2025	11/15/2025	Common Stock	9,301	$0	9,301	D
Restricted Stock Units (1)(3)	$0	11/05/2025		A		3,885		11/15/2025	11/15/2025	Common Stock	3,885	$0	3,885	D
Restricted Stock Units (1)(4)	$0	11/05/2025		A		6,610		11/15/2026	11/15/2026	Common Stock	6,610	$0	6,610	D
Restricted Stock Units (1)(5)	$0	11/05/2025		A		5,537		11/15/2027	11/15/2027	Common Stock	5,537	$0	5,537	D
Restricted Stock Units (1)	$0	11/05/2025		A		29,452		11/15/2026(6)	11/15/2028	Common Stock	29,452	$0	29,452	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
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 SBH’s Form 4 report for the officer?

It reported acquisitions of RSUs/PSUs at $0 on 11/05/2025, reflecting earned PSUs and a new RSU grant with stated vesting dates.

Which PSU awards were earned and when are they payable?

rTSR PSUs of 9,301 and AOIM PSUs of 3,885 are payable on 11/15/2025; AOIM PSUs of 6,610 on 11/15/2026, and 5,537 on 11/15/2027.

What is the size and schedule of the new RSU grant?

An RSU grant of 29,452 vests in three equal installments on 11/15/2026, 11/15/2027, and 11/15/2028.

What performance metrics determined PSU earning?

PSUs were earned based on relative total shareholder return (rTSR) and adjusted operating income margin (AOIM) for defined performance periods.

Was there any open-market buy or sale?

No. The transactions reflect awards/earnings at $0, not open-market purchases or sales.

What is the officer’s role at SBH?

The reporting person is SBH’s SVP, CLO and CHRO.