Schroders discloses 8.6% stake in Sally Beauty (SBH) common stock

Rhea-AI Filing Summary

Schroder Investment Management Group filed an amended Schedule 13G reporting a significant passive stake in Sally Beauty Holdings, Inc. As of December 31, 2025, Schroders beneficially owned 8,442,182 shares, representing 8.6% of the common stock.

The group reports sole power to vote and dispose of all 8,442,182 shares and no shared voting or dispositive power. Subsidiaries including Schroder Investment Management Limited, Schroder & Co. Limited, and Schroder Investment Management North America Limited report sub‑allocations of this total. Schroders certifies the holdings are in the ordinary course of business and not for the purpose of changing or influencing control of Sally Beauty.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Sally Beauty Holdings, Inc.

(Name of Issuer)

COM

(Title of Class of Securities)

79546E104

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 79546E104

1

Names of Reporting Persons

SCHRODER INVESTMENT MANAGEMENT GROUP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 8,442,182.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 8,442,182.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,442,182.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.6 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 79546E104

1

Names of Reporting Persons

Schroder Investment Management Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 8,327,011.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 8,327,011.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,327,011.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.5 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 79546E104

1

Names of Reporting Persons

Schroder & Co. Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 56,492.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 56,492.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

56,492.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 79546E104

1

Names of Reporting Persons

Schroder Investment Management North America Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 26,679.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 26,679.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

26,679.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Sally Beauty Holdings, Inc.
(b)	Address of issuer's principal executive offices: 3001 Colorado Boulevard, Denton, US-TX, 76210, US
Item 2.
(a)	Name of person filing: Schroders Investment Management Group
(b)	Address or principal business office or, if none, residence: 1 London Wall Place, London, EC2Y 5AU, GB, United Kingdom
(c)	Citizenship: United Kingdom
(d)	Title of class of securities: COM
(e)	CUSIP No.: 79546E104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 8,442,182
(b)	Percent of class: 8.6 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 8,442,182
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 8,442,182
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SCHRODER INVESTMENT MANAGEMENT GROUP

Signature:	/s/ Thomas Darnowski
Name/Title:	Chief Executive Officer - Americas
Date:	02/12/2026

Schroder Investment Management Limited

Signature:	/s/ Schroder Investment Management Limited
Name/Title:	Schroder Investment Management Limited
Date:	02/12/2026

Schroder & Co. Limited

Signature:	/s/ Schroder & Co. Limited
Name/Title:	Schroder & Co. Limited
Date:	02/12/2026

Schroder Investment Management North America Limited

Signature:	/s/ Schroder Investment Management North America Limited
Name/Title:	Schroder Investment Management North America Limited
Date:	02/12/2026

Comments accompanying signature: **Authorized by Power of Attorney to sign on behalf of the below Advisers: Schroder Investment Management Group Schroder Investment Management Limited Schroder & Co. Limited Schroder Investment Management North America Limited

FAQ

What ownership stake does Schroders report in Sally Beauty (SBH)?

Schroder Investment Management Group reports beneficial ownership of 8,442,182 Sally Beauty shares, representing 8.6% of the company’s common stock as of December 31, 2025. Schroders has sole voting and dispositive power over these shares, with no shared authority reported.

Is Schroders’ position in Sally Beauty (SBH) passive or activist?

Schroders characterizes its Sally Beauty holdings as passive. It certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control, consistent with a typical institutional investment position.

How are Sally Beauty (SBH) shares allocated among Schroders entities?

The filing shows Schroder Investment Management Limited with 8,327,011 shares, Schroder & Co. Limited with 56,492 shares, and Schroder Investment Management North America Limited with 26,679 shares. Schroder Investment Management Group reports the consolidated 8,442,182-share beneficial ownership position.

What voting power does Schroders have over its Sally Beauty (SBH) shares?

Schroder Investment Management Group reports sole voting power over all 8,442,182 Sally Beauty shares and no shared voting power. It likewise reports sole dispositive power over the same number of shares, meaning Schroders alone decides how these shares are voted and disposed.

Why did Schroders file an amended Schedule 13G for Sally Beauty (SBH)?

The document is labeled Amendment No. 1 to a Schedule 13G, reflecting an updated disclosure of Schroders’ beneficial ownership in Sally Beauty. The amendment reports an 8.6% stake as of December 31, 2025, maintaining passive-investor certification under the relevant SEC rules.

Who signed the Schroders Schedule 13G/A related to Sally Beauty (SBH)?

The filing is signed by Thomas Darnowski, Chief Executive Officer – Americas, under a power of attorney. It also includes signature blocks for Schroder Investment Management Limited, Schroder & Co. Limited, and Schroder Investment Management North America Limited, all dated February 12, 2026.