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SALLY BEAUTY HOLDINGS, INC. filed this 4 on Nov 07, 2025

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Sally Beauty Holdings, Inc. (Form: 4, Received: 11/07/2025 15:49:20)

FORM 4 ☐ 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Sherman Scott C	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
(Last) (First) (Middle) C/O SALLY BEAUTY HOLDINGS, INC., 3001 COLORADO BOULEVARD	3. Date of Earliest Transaction (MM/DD/YYYY) 11/5/2025
(Street) DENTON, TX 76210	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person
(City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units ⁽¹⁾⁽²⁾	$0	11/5/2025		A		9,301		11/15/2025	11/15/2025	Common Stock	9,301	$0	9,301	D
Restricted Stock Units (1) ⁽³⁾	$0	11/5/2025		A		3,885		11/15/2025	11/15/2025	Common Stock	3,885	$0	3,885	D
Restricted Stock Units (1) ⁽⁴⁾	$0	11/5/2025		A		6,610		11/15/2026	11/15/2026	Common Stock	6,610	$0	6,610	D
Restricted Stock Units (1) ⁽⁵⁾	$0	11/5/2025		A		5,537		11/15/2027	11/15/2027	Common Stock	5,537	$0	5,537	D
Restricted Stock Units (1)	$0	11/5/2025		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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sherman Scott C C/O SALLY BEAUTY HOLDINGS, INC. 3001 COLORADO BOULEVARD DENTON, TX 76210			SVP, CLO and CHRO

Signatures
/s/ Rebecca L. Morley, Attorney-in-Fact		11/7/2025
^**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.
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POWER OF ATTORNEY

Know all by these presents, that I hereby constitute and appoint Marlo Cormier, Rebecca L. Morley, and Dennis Ko, and each of them individually, my true and lawful attorney-in-fact to:

(1)

execute for me and on my behalf, in my capacity as an Officer of Sally Beauty Holdings, Inc. (the “Company”), Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”), and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the U.S. Securities and Exchange Commission (the “SEC”), or any successor provision, in order to file the Section 16 Forms electronically (collectively, a “Form”);

(2)

do and perform any and all acts for me and on my behalf that may be necessary or desirable to complete and execute any such Form, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and the New York Stock Exchange; and

(3)

take any other action of any type whatsoever in connection with the foregoing that, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, me, it being understood that the documents executed by each such attorney-in-fact on behalf of me pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he or she may approve in his or her discretion.

I hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that each such attorney-in-fact is serving in such capacity at my request, and is not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until I am no longer required to file any Forms with respect to my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to each such attorney-in-fact.

Any Power of Attorney previously granted by me concerning the subject matter hereof is hereby revoked.

IN WITNESS WHEREOF, I have executed this Power of Attorney on November 5, 2025.

/s/ Scott C. Sherman

Scott C. Sherman

STATE OF TEXAS

)

COUNTY OF DENTON

)

This Power of Attorney was acknowledged before me on November 5, 2025, by Scott C. Sherman.

/s/ Stephanie Rummans

Notary Public

My commission expires on January 13, 2026.

[SEAL]