DEF 14A of Sally Beauty Holdings, Inc., Dec 10, 2025

DEF 14A of Sally Beauty Holdings, Inc.

Filed Dec 10, 2025 · FY20250001193125-25-313464

Open on EDGAR

  1. TABLE OF CONTENTS

    | 41 | | Directors’ Compensation and Benefits | | 41 | | Narrative Discussion of Director Compensation Table | | 42 | | Director Indemnification Agreements | | 43 | | No Material Proceedings | | 44 | BENEFICIAL OWNERSHIP OF THE COMPANY’S STOCK | | | 45 | | Securities Owned by Directors and Executive Officers | | 46 | | Persons Owning More than Five-percent | | 47 | PROPOSAL 2 | – ADVISORY VOTE ON EXECUTIVE COMPENSATION | | 48 | EXECUTIVE OFFICERS | | | 50 | EXECUTIVE COMPENSATION | | | 50 | Compensation Discussion and Analysis | | | 72 | Compensation and Talent Committee Report | | | 73 | Compensation Tables | | | 84 | CEO Pay Ratio | | | 85 | Pay Versus Performance | | | 88 | PROPOSAL 3 | – RATIFICATION OF SELECTION OF AUDITORS | | 89 | | Report of the Audit Committee | | 90 | DEADLINES AND PROCEDURES FOR NOMINATIONS AND STOCKHOLDER PROPOSALS | | | 91 | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | | | 96 | OTHER MATTERS | | | A-1 | APPENDIX 1 – NON-GAAP FINANCIAL NUMBERS RECONCILIATION | |

  2. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Ten nominees are standing for election at the 2026 Annual Meeting for one-year terms as directors. The following table provides summary information about each of the director nominees as well as their committee memberships. The table also discloses the Board’s determination as to the independence of each nominee under the listing standards of the New York Stock Exchange (“NYSE”) and relevant rules of the Securities and Exchange Commission (“SEC”). Additional information about each nominee’s background and experience can be found beginning on page 12. To be elected, each nominee must receive more votes cast “for” such nominee’s election than votes cast “against” such nominee’s election.

  3. DIRECTOR NOMINEES

    | Name | Age | Director Since | Occupation | Experience / Qualification | Indep. | AC | C&T | NG/CR | EC | | Denise Paulonis | 53 | May 2018 | President & CEO, Sally Beauty Holdings, Inc. | Management,Finance, Audit, International Retail | | | | | • | | Rachel R. Bishop, Ph.D. | 52 | July 2022 | Former President, Hefty Tableware, Reynolds Consumer Products | Consumer Products, Retail, ESG, M&A | ✓ | | • | • | | | Jeffrey Boyer | 67 | July 2022 | CFO, UI Solutions Group | Management, Audit, Retail | ✓ | • | • | | | | Diana S. Ferguson (Board Chair) | 62 | January 2019 | Principal, Scarlett Investments LLC | Management, Finance | ✓ | | C | | • | | Dorlisa K. Flur | 60 | January 2020 | Advisor, Former Chief Strategy & Transformation Officer, Southeastern Grocers | Management, Mass Market Retail Transformation | ✓ | • | | • | | | James M. Head | 60 | January 2021 | CFO, Alignment Health | Finance, Strategy, M&A | ✓ | • | | | C | | Lawrence “Chip” P. Molloy | 64 | July 2022 | Retired; Former CFO, Sprouts Farmers Market | Management, Finance, Audit | ✓ | C | | | • | | Erin Nealy Cox | 55 | July 2021 (Also Aug. 2016 to Nov. 2017) | Partner, Kirkland & Ellis | Cyber Security, Governance, Legal | ✓ | | | C | • | | Debra Perelman | 52 | January 2025 | Executive Chair, Stripes Beauty | Beauty Industry, Finance, Retail, Management | ✓ | | • | • | | | Max Rangel | 57 | June 2025 | CEO, PetSafe Brands | Retail, Finance, Management, M&A, Consumer Products | ✓ | | • | • | |

  4. DIRECTOR NOMINEES

    Committees: AC = Audit CC = Compensation & Talent NG/CR = Nominating, Governance and Corporate Responsibility EC = Executive C = Chair Each director nominee elected will serve until the 2027 annual meeting. The Board recommends a vote FOR each nominee.

  5. DIRECTOR NOMINEES

    | SALLYBEAUTY HOLDINGS, INC. | 5 | 2025 Proxy Statement |

  6. BOARD NOMINEES SNAPSHOT

    BOARD NOMINEES SNAPSHOT

  7. BOARD NOMINEES SNAPSHOT

    | 6 of 10 Director Nominees are Women 2 of 10 Director Nominees are Ethnically Diverse | 9 of 10 Director Nominees are Independent |

  8. BOARD NOMINEES SNAPSHOT

    | 58 years Median Age | 3.5 years Average Tenure |

  9. BOARD NOMINEES SNAPSHOT

    | SALLYBEAUTY HOLDINGS, INC. | 6 | 2025 Proxy Statement |

  10. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our current Board of Directors consists of ten individuals, nine of whom qualify as independent of us under the rules of the New York Stock Exchange ("NYSE"). All of our directors are standing for re-election. Our Certificate of Incorporation and our By-Laws provide for the annual election of each of our directors for one-year terms. Following the recommendations of our Nominating, Governance and Corporate Responsibility Committee, our Board of Directors has nominated the following ten individuals for election to our Board of Directors: Ms. Paulonis, Ms. Bishop, Mr. Boyer, Ms. Ferguson, Ms. Flur, Mr. Head, Mr. Molloy, Ms. Nealy Cox, Ms. Perelman, and Mr. Rangel. Accordingly, this Proposal 1 seeks the election of these ten individuals to be directors, each with a one-year term that will expire at the annual meeting of stockholders in 2027. Unless otherwise indicated, all proxies that authorize the proxy holders to vote for the election of directors will be voted “FOR” the election of the nominees listed below. If a nominee becomes unavailable for election as a result of unforeseen circumstances, it is the intention of the proxy holders to vote for the election of such substitute nominee, if any, as the Board of Directors may propose. As of the date of this Proxy Statement, each of the nominees has consented to serve and the Board is not aware of any circumstances that would cause a nominee to be unable to serve as a director. Each director nominee is a current director with a term expiring at this annual meeting. Each director nominee has furnished to us the following information with respect to their principal occupation or employment and principal directorships:

  11. ELECTION OF DIRECTORS

    | | Denise A. Paulonis | | | Director, President and Chief Executive Officer, age 53 Ms. Paulonis has served on our Board of Directors since May 2018 and is the Company’s President and Chief Executive Officer, a role she has held since October 2021. Prior to being appointed to her current role, Ms. Paulonis served as Chief Financial Officer of Sprouts Farmers Market, Inc. Prior to joining Sprouts in February 2020, Ms. Paulonis was the Executive Vice President and Chief Financial Officer of The Michaels Companies, a position she held from August 2016 to January 2020. Ms. Paulonis joined Michaels in September 2014 and served as its Senior Vice President, Finance and Treasurer from November 2015 to August 2016 and as its Vice President, Corporate Finance, Investor Relations and Treasury from September 2014 to November 2015. Prior to joining Michaels, Ms. Paulonis held various senior level positions with PepsiCo and McKinsey & Company, after starting her career at Procter & Gamble. She holds an M.B.A. from The Wharton School at the University of Pennsylvania and a Bachelors of Science in Finance and Economics from Miami University. Ms. Paulonis has served on the Conagra Brands Board of Directors since August 2022. We believe that Ms. Paulonis’ executive, management and finance experience well qualifies her to serve on our Board. |

  12. ELECTION OF DIRECTORS

    | SALLYBEAUTY HOLDINGS, INC. | 13 | 2025 Proxy Statement |

  13. ELECTION OF DIRECTORS

    | Rachel R. Bishop, Ph.D. | | | Director, age 52 Ms. Bishop was elected to our Board of Directors in July 2022. Ms. Bishop brings more than 20 years of experience in consumer goods, manufacturing and retail. She most recently served as President, Hefty Tableware at Reynolds Consumer Products (NASDAQ: REYN) from February 2019 to June 2025, where she oversaw a $1Bn portfolio of consumer products. She was a member of the management team that led Reynolds through a successful IPO in January 2020. Prior to joining Reynolds, she held senior positions with Treehouse Foods, Inc., (NYSE: THS) from 2014 through 2018, including President, Snacks Division and SVP & Chief Strategy Officer. Her previous roles include GVP Retail Development and Global Merchandising at The Walgreen Co., now Walgreens Boots Alliance Inc., and started her business career with eight years at McKinsey & Company. Ms. Bishop holds a Ph.D. in Materials Science and Engineering from Northwestern University, and a Bachelor of Science in Materials Science and Engineering, and in Geophysics from Brown University. We believe that Ms. Bishop’s strong executive background in consumer products, retail, ESG, M&A and strategic planning well qualifies her to serve on our Board. | |

  14. ELECTION OF DIRECTORS

    | Jeffrey Boyer | | | Director, age 67 Mr. Boyer was elected to our Board of Directors in July 2022. Mr. Boyer is an experienced finance and operations executive and retail industry veteran. He currently serves as Chief Financial Officer of UI Solutions Group. He formerly served as Chief Operating Officer of Fossil Group (NASDAQ: FOSL) from March 2021 to March 2024 and from September 2024 to January 2025 after having held the roles of interim Chief Executive Officer from March 2024 to September 2024 and of Chief Financial Officer and Treasurer from October 2017 to April 2020. Mr. Boyer also served as a director on Fossil Group’s Board from 2007 to 2017, including serving as Chair and a member of its Audit Committee. Prior to joining Fossil Group, Mr. Boyer held Chief Financial Officer roles at Pier 1 Imports, Tuesday Morning, and Michaels Stores, Inc., among others. He began his career at PricewaterhouseCoopers. Mr. Boyer holds a Bachelor of Science in Finance from the University of Illinois. We believe that Mr. Boyer’s extensive finance and operations experience, and his executive leadership in retail, well qualifies him to serve on our Board. | |

  15. ELECTION OF DIRECTORS

    | SALLYBEAUTY HOLDINGS, INC. | 14 | 2025 Proxy Statement |

  16. ELECTION OF DIRECTORS

    | | Diana S. Ferguson | | | Director, age 62 Ms. Ferguson has served on our Board of Directors since January 2019 and as the Chair of our Board since January 2023. Ms. Ferguson has served as a principal of Scarlett Investments, LLC, a private investment firm, since 2013. She formerly served as Chief Financial Officer to Cleveland Avenue, LLC, a venture capital investment firm, from September 2015 to December 2020. She also served as Chief Financial Officer of the Chicago Board of Education from February 2010 to May 2011 and as Senior Vice President and Chief Financial Officer of The Folgers Coffee Company from April 2008 to November 2008 when Folgers was sold. Prior to joining Folgers, she was Executive Vice President and Chief Financial Officer of Merisant Worldwide, Inc. Ms. Ferguson also served as the Chief Financial Officer of Sara Lee Foodservice, a division of Sara Lee Corporation, and in a number of leadership positions at Sara Lee Corporation, including Senior Vice President of Strategy and Corporate Development, as well as Treasurer. She currently is a director of Mattel, Inc. (NASDAQ: MAT), where she serves on the Audit Committee and is also a director of Gartner, Inc. (NYSE: IT), where she chairs the Governance/Nominating Committee. We believe that Ms. Ferguson’s executive, management and finance experience well qualifies her to serve on our Board. |

  17. ELECTION OF DIRECTORS

    | SALLYBEAUTY HOLDINGS, INC. | 15 | 2025 Proxy Statement |

  18. ELECTION OF DIRECTORS

    | Dorlisa K. Flur | | | Director, age 60 Ms. Flur has served on our Board of Directors since 2020. Ms. Flur is a corporate director and strategic advisor to companies in the retail industry. She currently serves as a director of United States Cold Storage, a wholly-owned subsidiary of John Swire & Sons, Ltd., and chairs its Strategy Committee. She is also a trustee of Blue Cross Blue Shield of NC and serves on its Audit and Nominating & Governance committees. She previously served on the boards of public retailers, Hibbett, Inc., and SpartanNash, Inc., through their respective sales. Ms. Flur has served as senior advisor to Southeastern Grocers, Inc. since August 2018 and was previously its Chief Strategy and Transformation Officer from August 2016 to July 2018. Ms. Flur previously served as Executive Vice President, Omnichannel for Belk, Inc. from 2013 to 2016, where she integrated stores and eCommerce and also led supply chain. Prior to that she was Vice Chair, Strategy and Chief Administrative Officer at Family Dollar Stores, Inc. where she held a series of top operating roles including real estate, marketing and merchandising as the company scaled from 5000 to 7500 stores. Ms. Flur is a former partner of McKinsey & Company, Inc. and co-led its Charlotte, North Carolina office. She is a Board Leadership Fellow of the National Association of Corporate Directors and is NACD Directorship Certified™. She also earned Harvard Business School's Corporate Director Certificate. We believe that Ms. Flur’s governance, executive and management experience, including extensive work driving transformations within mass market retail, well qualifies her to serve on our Board. | |

  19. ELECTION OF DIRECTORS

    | James M. Head | | | Director, age 60 Mr. Head was elected to our Board of Directors in January 2021. Mr. Head currently serves as the Chief Financial Officer of Alignment Health, a position he has held since May 2025. Prior to being appointed to his current role, he served as has served as the Executive Vice President and Chief Financial Officer of Claritev from November 2021 to August 2024. Mr. Head also served as a Partner at BDT & Company, LLC from 2016 until June 2021 and, prior to that, worked at Morgan Stanley for 22 years where he held various executive leadership roles, including Co-Head of the Mergers, Acquisitions and Restructuring Group, Americas from 2013 to 2016; Co-Head of the Financial Institutions M&A Group, Americas from 2008 to 2013; and Managing Director from 2003 to 2016. We believe that Mr. Head’s financial, strategic, and transactional experience - including over 30 years as an investment banker involved in complex financial and strategic transactions - well qualifies him to serve on our Board. | |

  20. ELECTION OF DIRECTORS

    | SALLYBEAUTY HOLDINGS, INC. | 16 | 2025 Proxy Statement |

  21. ELECTION OF DIRECTORS

    | | Lawrence “Chip” P. Molloy | | | Director, age 64 Mr. Molloy was elected to our Board of Directors in July 2022. Mr. Molloy brings finance, private equity and board experience to Sally Beauty. He retired from Sprouts Farmers Market (NASDAQ: SFM) in January 2024 where he was Chief Financial Officer from September 2021 through 2023, Chair of the Audit and Compensation Committees of Sprouts’ Board from 2012 to 2021 and Interim Chief Financial Officer from June 2019 to February 2020. Mr. Molloy currently sits on the Board of Black Rifle Coffee Company (NYSE: BCC) and Pet Value Holdings Ltd. (TSX: PET) and chairs of the Audit Committee for each. Previously, Mr. Molloy served Torrid, Inc. as a director and Audit Committee chair from 2018 to 2021, and Interim Chief Executive Officer from January 2018 to August 2018. His previous roles also include serving as Senior Advisor at Roark Capital Group, a private equity firm focused predominately on the restaurant and retail sectors, as well as holding Chief Financial Officer roles at Under Armour and PetsMart. Prior to his business career, Chip served as a U.S. Navy fighter pilot for 10 years, later retiring from the Naval Reserve with the rank of Commander. Mr. Molloy holds an MBA from the University of Virginia and a Bachelor of Science in Computer Science from the US Naval Academy. We believe that Mr. Molloy’s extensive executive and finance experience well qualifies him to serve on our Board. |

  22. ELECTION OF DIRECTORS

    | | Erin Nealy Cox | | | Director, age 55 Ms. Nealy Cox has served on our Board of Directors since July 2021 and is a partner in the Government, Regulatory and Internal Investigations Group at Kirkland & Ellis. Ms. Nealy Cox is a trial attorney, cybersecurity expert and former federal prosecutor who also served as an independent director on our Board from August 2016 to November 2017. She resigned from the Board when she was nominated and confirmed as the U.S. Attorney for the Northern District of Texas. Ms. Nealy Cox served in this role until January 2021. Prior to her appointment as the U.S. Attorney, she served briefly in 2017 as a senior advisor at McKinsey & Co. in the consulting firm’s cybersecurity and risk practice. From 2008 to 2016 Ms. Nealy Cox was executive managing director at Stroz Friedberg, a cybersecurity and investigations consulting firm. She began her career serving as an Assistant U.S. Attorney for ten years in the Northern District of Texas. We believe that Ms. Nealy Cox’s executive management, cybersecurity and legal experience well qualifies her to serve on our Board. |

  23. ELECTION OF DIRECTORS

    | SALLYBEAUTY HOLDINGS, INC. | 17 | 2025 Proxy Statement |

  24. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  25. ELECTION OF DIRECTORS

    | Debra Perelman | | | Director Nominee, age 52 Ms. Perelman has served on our Board since January 2025. She is a successful advisor and investor who partners with investors and management teams to scale CPG brands. She is currently a Managing Partner at InviNext Growth Partners as well as advisor to several beauty and wellness businesses. Ms. Perelman served as President and Chief Executive Officer of Revlon, Inc. from May 2018 to August 2023 and as Chief Operating Officer from January 2018 to May 2018. Prior to joining Revlon, Ms. Perelman served as Executive Vice President, Strategy and New Business Development from January 2012 until January 2018 at MacAndrews & Forbes Incorporated where she focused on new technology investment opportunities, strategy and portfolio management. Ms. Perelman is currently a director of AMC Networks (NASDAQ: AMCX), where she serves on its Audit Committee; Bed Bath & Beyond, Inc. (NYSE: BBBY), where she serves on its Compensation and Nominating and Corporate Governance Committees and chairs its Investment Committee; Sphere Entertainment Co. (NYSE: SPHR), where she sits on its Audit Committee. Ms. Perelman also sits on the board of Stripes Beauty and is co-founder and board member of the Child Mind Institute, an independent, national nonprofit dedicated to transforming the lives of children and families struggling with mental health and learning disorders. We believe that Ms. Perelman's beauty and retail and executive management experience well qualifies her to serve on our Board. | |

  26. ELECTION OF DIRECTORS

    | Max Rangel | | | Director Nominee, age 57 Mr. Rangel was elected to our Board of Directors in June 2025. He currently serves as the CEO of PetSafe Brands, a position he has held since November 2025. Mr. Rangel served as Global President and CEO of Spin Master from April 2021 to July 2025 and Global President of Spin Master from January 2021 to April 2021. Prior to joining Spin Master, he held executive positions with S.C. Johnson & Sons from 2015 to 2020, including President, Lifestyle Brands, International Markets and Strategic Growth, and President of Asia Pacific, Africa, Middle East and Russia Regions. Mr. Rangel also served as Senior Vice President, Global Chocolate, for The Hershey Company (NYSE: HSY) from 2012 to 2015. Prior to The Hershey Company, Mr. Rangel held various leadership positions during his 22 years with Procter & Gamble. Mr. Rangel serves as a member of the Advisory Board of Break the Ceiling Touch the Sky. We believe that Mr. Rangel's executive management, beauty, and retail experience well qualifies him to serve on our Board. | |

  27. ELECTION OF DIRECTORS

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES LISTED ABOVE.

  28. ANNUAL ELECTION OF DIRECTORS

    ANNUAL ELECTION OF DIRECTORS In 2014, the Board of Directors began the process of declassifying the Board to provide for the annual election of all directors for one-year terms. Our stockholders approved the declassification of the Board at our 2014 annual meeting of stockholders. At the annual meeting each year, all directors of the Board will be elected for one-year terms. At the 2026 annual meeting, our stockholders will vote for ten individuals to serve on our Board.

  29. FY25 Director Compensation Table (1)

    FY25 Director Compensation Table (1)

  30. FY25 Director Compensation Table (1)

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(4) | Total ($) | | Rachel R. Bishop, Ph.D. | 105,000 | 159,997 | 264,997 | | Jeffrey Boyer | 105,000 | 159,997 | 264,997 | | James Conroy (2) | 46,573 | — | 46,573 | | Diana S. Ferguson | 341,250 | 159,997 | 501,247 | | Dorlisa K. Flur | 105,000 | 159,997 | 264,997 | | James M. Head | 105,000 | 159,997 | 264,997 | | Lawrence “Chip” P. Molloy | 135,000 | 159,997 | 294,997 | | Erin Nealy Cox | 127,500 | 159,997 | 287,497 | | Denise A. Paulonis (3) | — | — | — | | Debra Perelman | 72,042 | 159,997 | 232,039 | | Max Rangel | 31,716 | — | 31,716 |

  31. FY25 Director Compensation Table (1)

    (1) During FY25, we did not grant any stock options to, award any non-equity incentive plan compensation to, or maintain any pension or deferred compensation arrangements for members of our Board of Directors, and our directors did not receive any compensation that would constitute “All Other Compensation.” (2) Mr. Conroy did not stand for re-election at the 2025 Annual Meeting. (3) Ms. Paulonis did not receive compensation for her service as a director during FY25. (4) Reflects the grant date fair value of restricted stock unit (RSU) awards, determined in accordance with Financial Accounting Standards Board ASC Topic 718 Stock Compensation (“ASC 718”). The grant date fair value of the RSUs is based on the fair market value of the underlying shares on the date of grant. On January 24, 2025, each director other than Ms. Paulonis, Mr. Conroy, and Mr. Rangel received 14,532 RSUs, which stock award had a grant date fair value equal to $160,000. As of September 30, 2025, the directors beneficially owned RSUs, which were vested but not yet delivered in shares in the following amounts: (a) Ms. Bishop, 6,229; (b) Mr. Boyer, 0; (c) Mr. Conroy, 0; (d) Ms. Ferguson, 59,782; (e) Ms. Flur, 15,401; (f) Mr. Head, 42,220; (g) Mr. Molloy, 12,458; (h) Ms. Nealy Cox, 35,973; (i) Ms. Paulonis, 0; (j) Ms. Perelman, 0 and (k) Mr. Rangel, 0.

  32. NARRATIVE DISCUSSION OF DIRECTOR COMPENSATION TABLE

    NARRATIVE DISCUSSION OF DIRECTOR COMPENSATION TABLE The following is a narrative discussion of the material factors which we believe are necessary to understand the information disclosed in the Director Compensation Table. The Sally Beauty Holdings, Inc. Amended and Restated Independent Director Compensation Policy (the “Director Compensation Policy”) governs the compensation paid to our independent directors. Following FW Cook’s biennial review of our director compensation program in FY24, the Director Compensation Policy was amended with changes that took effect in FY25, beginning October 1, 2024. Under the revised Director Compensation Policy, the NEC additional cash retainer fee increased to $200,000, the NGCR committee chair fee increased to $22,500, and the annual Board equity retainer fee increased to $160,000, while the annual Board cash retainer fee remained unchanged.

  33. Equity-Based Compensation

    Equity-Based Compensation Pursuant to our Director Compensation Policy, each independent director, with the exception of Mr. Rangel, was granted an annual equity-based retainer award with a value at the time of grant of $160,000. For FY25, these awards were granted on January 24, 2025, in accordance with the 2025 Omnibus Incentive Plan in the form of RSUs that vest on the earlier of the one-year anniversary of the date of the grant or the next Annual Meeting, subject to the director's continued service on the Board on such date. As provided in the Director Compensation Policy, each independent director may elect to defer delivery of the shares of Common Stock that would otherwise be due on the vesting date until a later date specified by the independent director. If an independent director does not make such election, he or she will receive shares of Common Stock in settlement of the RSU on the vesting date. Vesting accelerates on a pro-rata basis in the event of the director's death or disability.

  34. SECURITIES OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    SECURITIES OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

  35. SECURITIES OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership of Common Stock (1) | Percent of Class (2) | | Marlo M. Cormier | 180,916 (3) | * | | John H. Goss | 201,824 (4) | * | | Kim McIntosh | 27,195 | * | | Denise A. Paulonis | 732,446 (5) | * | | Scott C. Sherman | 208,371 (6) | * | | Mark G. Spinks | 319,811 (7) | * | | Rachel R. Bishop | 27,928 (8) | * | | Jeffrey Boyer | 27,928 | * | | Diana S. Ferguson | 67,694 (9) | * | | Dorlisa K. Flur | 58,007 (10) | * | | James M. Head | 42,271 (11) | * | | Lawrence “Chip” P. Molloy | 27,928 (12) | * | | Erin Nealy Cox | 41,437 (13) | * | | Debra Perelman | 2,300 | * | | Max Rangel | 3,500 | * | | All directors and executive officers as a group (15 persons) | 1,969,556 | 2.0% |

  36. SECURITIES OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    Except as otherwise noted, the directors and named executive officers, and all directors and executive officers as a group, have sole voting power and sole investment power over the shares listed. (2) An asterisk indicates that the percentage of Common Stock projected to be beneficially owned by the named individual is less than 1% of our Common Stock. (3) Includes 42,771 shares of Common Stock underlying vested stock options. (4) Includes 86,340 shares of Common Stock underlying vested stock options. (5) Includes 125,343 shares of Common Stock underlying vested stock options. (6) Includes 135,876 shares of Common Stock underlying vested stock options. (7) Includes 188,552 shares of Common Stock underlying vested stock options and 2,283 shares held as a participant in the Sally Beauty Holdings, Inc. 401(k) and Profit Sharing Plan. (8) Includes 6,229 vested and deferred restricted stock units. (9) Includes 59,782 vested and deferred restricted stock units. (10) Includes 15,401 vested and deferred restricted stock units. (11) Includes 42,220 vested and deferred restricted stock units. (12) Includes 12,458 vested and deferred restricted stock units.

  37. SECURITIES OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    | SALLYBEAUTY HOLDINGS, INC. | 45 | 2025 Proxy Statement |

  38. Executive Summary

    | FY25 Changes | Compensation Program Changes As we looked at program design for FY25, we focused on improvements to our Strategic Initiatives aimed at driving long-term future growth and enhancing efficiencies and profitability. We also strived to balance retention, incentivizing associates on key growth and efficiency initiatives, and growing our value for shareholders. As a result, we made minor adjustments to our payout scales and continued to set challenging yet reasonable goals aligned with our annual plan. For the Annual Incentive Plan ("AIP"), we kept the same metrics and weightings (60% AOI, 20% Comparable Sales, and 20% Strategic Initiatives), with Comparable Sales continuing to be based on two, six-month performance periods (first six-months or half ("H1") and second six-months or half ("H2")) versus a one-year performance period used for the other metrics, with any payout for this metric occurring after the end of FY25. Stock-based long-term incentive ("LTI") awards continued to be in the form of 50% performance share units ("PSUs") and 50% restricted stock units ("RSUs"), with the weighting of the PSU performance metrics continuing to be 60% AOIM over three, one-year performance periods and 40% relative TSR ("rTSR") over a three-year cumulative performance period. See “Compensation Discussion and Analysis — FY25 Executive Compensation Program — Annual Incentive” section and “Compensation Discussion and Analysis — FY25 Executive Compensation Program — Long-Term Incentives” section for specific goals. | | FY25 NEO Pay | ✓ The Committee increased base salaries for the NEOs between 3.1% to 11.8%, to make overall levels more consistent with market data from our peer group. ✓ The NEOs were eligible for annual bonuses under the AIP and were granted LTI awards in the form of 50% PSUs and 50% RSUs. ✓ We achieved each of our FY25 AIP financial performance goals: AOI performance was slightly below target, H1 Comparable Sales performance was slightly above threshold, and H2 Comparable Sales performance was above target. Accordingly, the weighted payout for the financial component of the AIP was 67.5% of target. Our teams remained focused on delivering achievements through our core Strategic Initiatives – Customer Centricity, Own Brands & Innovation, Efficiency & Optimization, and Sustainability & Culture. The work done in FY25 to enhance and implement these growth strategies continue to build upon our modern and dynamic retail / distribution platform, delivering strong results in FY25 and preparing us for a successful future. Importantly, we remain steadfast in our commitment to enhance value for our customers and shareholders over the long-term. As such, given the successful activation and enhancement of these long-term growth initiatives, as well as our strong results throughout FY25, the Committee determined a 137.5% payout for performance with respect to our Strategic Initiatives was appropriate (20% weighting, at target). Overall, after weighting the financial and Strategic Initiative components, the AIP payouts were 95% of target. ✓ Following the completion of the performance period on September 30, 2025, the Committee determined that the FY23-25 relative total shareholder return PSUs (“FY23-25 rTSR PSUs") granted in November 2022 were earned at 77.9% of the target award. ✓ Following the completion of the performance period on September 30, 2025, the Committee determined that the third one-year performance period of the FY23-25 adjusted operating income margin PSUs (“FY23-25 Y3AOIM PSUs”) granted in November 2022, the second one-year performance period of the FY24-26 adjusted operating income margin PSUs (“FY24-26 Y2AOIM PSUs”) granted in November 2023, and the first one-year performance period of the FY25-27 adjusted operating income margin PSUs (“FY25-27 Y1AOIM PSUs”) granted in November 2024 were earned at 97.6% of the target award. The earned FY24-26 Y2AOIM PSUs and FY25-27 Y1AOIM PSUs were banked and will be paid out after completion of all performance periods on November 15, 2026 and November 15, 2027 respectively, subject to the executive's continued employment on such date. |

  39. Executive Summary

    | FY26 Changes | Compensation Program Changes For FY26, we continued to focus on additional improvements to our Strategic Initiatives aimed at driving long-term future growth and enhanced efficiencies and profitability. We, again, strived to balance retention, incentivizing associates on key growth and efficiency initiatives and growing our value for shareholders. As a result, we did not make any material changes to our compensation program for FY26. | | | Corporate Governance | WHAT WE DO | WHAT WE DO NOT DO | | | ✓ Closely align pay with performance ✓ Retain an independent compensation consultant ✓ Conduct an annual review of our peer group composition ✓ Conduct an annual review of our executive officer performance and compensation ✓ Conduct an annual review of our incentive compensation design ✓ Limit incentive compensation with a maximum payout cap ✓ Maintain a comprehensive clawback policy ✓ Require a minimum vesting period for equity ✓ Maintain equity ownership policy and retention requirements | ✗ No employment agreements for executive officers ✗ No discounting or repricing of stock options without stockholder approval ✗ No pledging or hedging transactions with respect to Company stock ✗ No “single trigger” change-in-control severance benefits ✗ No “single trigger” change-in-control equity acceleration for assumed awards ✗ No 280G excise tax “gross-ups” ✗ No excessive executive benefits or perquisites ✗ No tax “gross-ups” for executive benefits or perquisites (with certain limited exceptions in the case of new-hire or health-related benefits) ✗ No compensation programs that encourage excessive risk taking |

  40. Compensation Philosophy and Objectives

    | Pay for Performance | ✓ Link incentive compensation to performance through objectives that align with shareholder and other stakeholder interests and drive annual and long-term results. ✓ The higher the level in the organization, the greater the link to performance (more at-risk; making leaders more accountable). | | Alignment with Shareholders | ✓ Align executive and long-term shareholder interests by linking pay to achievement of performance objectives viewed as drivers of sustained value creation, delivering a significant portion of pay in equity compensation, and requiring executive officers to accumulate and hold a meaningful amount of SBH stock. | | Drive Annual and Long-Term Results | ✓ Ensure performance objectives are understandable and drive delivery of financial results and successful execution of Strategic Initiatives. ✓ Ensure performance goals align to our annual and long-term strategies and financial operating plans. | | Pay Competitively | ✓ Ensure pay remains competitive with peer companies in order to attract, motivate and retain associates. ✓ Target the 50th percentile of the market for all compensation components, adjusted by various factors such as individual performance, responsibilities, experience, internal parity, and expected future contributions. | | Mitigate Undue Risk | ✓ Use a mix of annual and long-term incentives and financial and strategic metrics. ✓ Use payout caps for annual incentives and use vesting periods, payout caps, and restrictive covenants for long-term incentives. ✓ Maintain clawback and equity ownership policies. ✓ Review and approval of annual and long-term incentive performance goals, results and payouts by the Committee. |

  41. FY25 Executive Compensation Program

    | Component | Form of Compensation | Purpose | Performance Criteria | | Base Salary | Cash | Providing a competitive level of fixed compensation that attracts and retains skilled management, recognizing their respective roles, responsibilities, and experience. | Reviewed annually for increases. | | AIP | Cash | Communicating and driving achievement of financial and strategic annual objectives that are important to our sustained success and value creation. | Earned based on achievement of AOI, Comparable Sales, and Strategic Initiative goals, with potential adjustment based on individual performance. | | LTI 2019 Omnibus Incentive Plan | PSUs | Creating a strong financial incentive for meeting or exceeding long-term financial goals, rewarding performance, encouraging an equity stake in the Company, and aligning interests with those of our stockholders. | PSUs are eligible to vest based on achievement of goals related to AOIM over three, one-year periods and rTSR over a three-year period. In addition, realized value of PSUs at vesting is tied to SBH's stock price. | | | RSUs | Promoting retention through multi-year vesting requirements, encouraging an equity stake in the Company, and aligning interests with those of our stockholders. | RSUs vest ratably over a three-year period with continued employment providing a retention incentive. Realized value of RSUs at vesting is tied to SBH's stock price. |

  42. FY25 Executive Compensation Program

    | Component | | Form of Compensation | Purpose | | Other Compensation | Health and Welfare Benefits | Eligibility to receive available health and other welfare benefits paid for, in whole or in part, by the Company, including broad-based medical, dental, life and disability insurance. | Providing a competitive, broad-based employee benefits structure and promoting the good health of our executive officers. | | | Retirement Plan | Eligibility to participate in, and receive Company contributions to, our 401(k) plan (available to all employees). | Providing competitive retirement-planning benefits to attract and retain skilled management. | | | Executive Physical | Reimbursement for an annual physical exam. | Promoting the good health of our executive officers. | | | New Hire Benefits | Limited new hire benefits (including Company-paid COBRA and relocation expenses). | Attracting new talent by providing a smooth transition to our Company. | | Change-in-Control Severance Protection | | Eligibility to receive cash severance (1.99 times base salary and a 5-year average AIP award payout) and post-termination health and welfare benefits (24 months) in connection with involuntary termination within two years after a change-in-control. | Providing a competitive compensation package for attraction and retention purposes before and after a change-in-control, as well as ensuring continuity of management in the event of any actual or threatened change-in-control of our Company. |

  43. TYING COMPENSATION TO PERFORMANCE

    | AIP | Performance Metric & Rationale | PSUs | | | | |

  44. TYING COMPENSATION TO PERFORMANCE

    Use of these metrics supports the following objectives: Generate sustainable growth. The Committee believes these performance components – incorporated into the Company’s annual budget and long-term planning – represent the metrics that can be used by our stockholders to assess the Company’s value. Using these metrics, together with overlapping performance periods for our PSUs, enables the Committee to evaluate the NEOs’ performance in generating sustainable growth. Balance annual and long-term objectives. The Committee also believes these measures highlight the importance of leading the Company to achieve both annual and long-term financial and strategic goals. These measures also reduce the risk that actions would be taken to sacrifice long-term growth to meet annual targets or vice versa. Accountability for controllable operating performance and long-term growth. The standards for determining performance against the AOI and AOIM metrics are determined in accordance with generally accepted accounting principles (GAAP) and, this year, adjusted for Fuel for Growth and Other, Corporate Relocation, and Asset Impairment. See Appendix 1 for a reconciliation of these measures to financial measures derived in accordance with U.S. GAAP. The terms of our AIP and PSUs provide the Committee the ability to adjust results to exclude certain items, either positive or negative, that it considers extraordinary when determining performance against pre-established financial goals. The Committee believes that retaining the ability to make adjustments encourages management’s willingness to take actions that may limit annual Company performance yet support long-term growth.

  45. BASE SALARY

    BASE SALARY The Committee determines the base salary of each NEO on an annual basis (unless market conditions or changes in responsibilities warrant a mid-year change) and targets the 50th percentile of our peer group. The Committee uses its judgment to vary executive officer pay based on factors such as an executive officer’s experience, performance and responsibilities, as well as internal parity. In evaluating the NEOs’ performance, the Committee, together with the Board, reviews our Chief Executive Officer's performance and relies primarily on our Chief Executive Officer’s performance review of each of the other executive officers. The subjective factors considered by our Chief Executive Officer ("CEO") primarily consist of whether the executive officer met his or her developmental and operational goals and the financial performance within the executive officer's area of responsibility. In September 2024, the Committee reviewed market data provided by FW Cook, our independent compensation consultant, on our peer companies and the retail industry generally to determine whether changes to the base salaries for our executive officers were needed for FY25 to align our executive team with the market. The Committee increased base salary levels of the NEOs, with adjustments to reflect executive performance and to move executive salaries closer to the targeted competitive position. The Committee believes that the base salaries paid to our NEOs during FY25, as reflected in the table below, were appropriate to retain and motivate the officers and were reasonable relative to those offered by our peer companies.

  46. ANNUAL INCENTIVE

    ANNUAL INCENTIVE Our AIP provides each NEO the opportunity to receive an annual cash incentive payout based on their base salary for the fiscal year, target award percentage and achievement of performance objectives:

  47. ANNUAL INCENTIVE

    | FY25 Base Salaryx | Target Award Percentagex | Performance Objectives Payout % | = | Award Payout | | Target Award | | | | |

  48. TARGET AWARD

    TARGET AWARD The Committee reviews our Chief Executive Officer's target award percentage and relies primarily on our Chief Executive Officer’s target award percentage recommendation for each of the other executive officers, based on job responsibilities and peer group data provided by FW Cook. After reviewing these recommendations, job responsibilities, peer group data, and ensuring an emphasis on performance-based / at-risk pay, the Committee approved the following FY25 target award percentages:

  49. PERFORMANCE OBJECTIVES

    | Payout Scale (1) | AOI (Millions) | Performance Achieved | Payout % | Weighted Payout % | | Maximum | ≥ $373.5 | ≥ 110% | 200% | 120% | | Target | $339.5 | 100% | 100% | 60% | | Threshold | $288.6 | 85% | 50% | 30% | | Below Threshold | < $288.6 | < 85% | 0% | 0% |

  50. PERFORMANCE OBJECTIVES

    (1) Payouts between performance levels is determined based on straight-line interpolation. • 20% Comparable Sales – Sally Beauty Holdings, Inc.’s store sales and digital commerce revenue that have been operating for 14 months or longer as of the last day of a month and sales to franchisees and full service sales through our Distributor Sales Consultants (“DSCs”) and wholesale business. Our comparable sales excludes the effect of changes in foreign exchange rates and generally sales from stores relocated until 14 months after the relocation. The sales from acquired stores are excluded from our comparable sales calculation until 14 months after the acquisition. Our calculation of comparable sales might not be the same as other retailers as the calculation varies across the retail industry. Payout Scales – Comparable Sales pays out between 0-150% of target based on performance achieved (threshold and maximum payouts for comparable sales are lower than the threshold and maximum payouts for AOI in consideration of the shorter 6-month performance period): H1 Comparable Sales

  51. PERFORMANCE OBJECTIVES

    | Payout Scale (1) | H1 Comparable Sales | Performance Achieved | Payout % | Weighted Payout % | | Maximum | ≥ 4.0% | ≥ 101.5% | 150% | 15% | | Target | 2.5% | 100% | 100% | 10% | | Threshold | 0.0% | 97.5% | 25% | 2.5% | | Below Threshold | < 0.0% | < 97.5% | 0% | 0% |

  52. PERFORMANCE OBJECTIVES

    | Payout Scale (1) | H2 Comparable Sales | Performance Achieved | Payout % | Weighted Payout % | | Maximum | ≥ 2% | ≥ 102% | 150% | 15% | | Target Top Guidance | 0% | 100% | 100% | 10% | | Midpoint Guidance | -1% | 99% | 90% | 9% | | Bottom Guidance | -2% | 98% | 80% | 8% | | Threshold | -4% | 96% | 25% | 2.5% | | Below Threshold | < -4% | < 96% | 0% | 0% |

  53. PERFORMANCE OBJECTIVES

    | Performance Achieved | Payout % | Weighted Payout % | | Exceeds | 101-150% | 21-30% | | Target | 100% | 20% | | Not Fully Achieved | 0-99% | 0-19% |

  54. PAYOUT

    PAYOUT Actual results for FY25 were as follows:

  55. PAYOUT

    | | | Performance Achieved | Payout % | Weighted Payout % | | Adjusted Operating Income | $328.4M | 96.7% | 89.1% | 53.5% | | H1 Comparable Sales | 0.2% | 97.7% | 29.7% | 3.0% | | H2 Comparable Sales | 0.4% | 100.4% | 110.4% | 11.0% | | Strategic Initiatives | — | Exceeds | 137.5% | 27.5% | | Performance Objectives Payout % | | | | 95% |

  56. PAYOUT

    The Committee determined that the Company delivered on our Strategic Initiatives, each of which is discussed further in the “Compensation Discussion and Analysis – Executive Summary – FY25 Company Strategies” section of this Proxy Statement. Our teams remained focused on fueling growth through our core Strategic Initiatives – enhancing our customer centricity, growing high margin Own Brands and amplifying innovation (adding distribution of K18 and Unite, as well as expanding distribution and sales of Amika and Color Wow), increasing the efficiency of our operations and optimizing our capabilities (including continuing our Fuel for Growth initiative to drive cost savings and allow for reinvestment in SBH’s future), and making progress on sustainability and culture. The work done in FY25 to enhance and implement these growth strategies will continue to build upon our modern and dynamic retail / distribution platform, delivering strong results in FY25 and preparing us for a successful future. Importantly, we remain steadfast in our commitment to enhance value for our customers and shareholders over the long-term. As such, given the successful activation and enhancement of these long-term growth initiatives, as well as our strong results throughout FY25, the Committee determined a 137.5% payout for performance with respect to our Strategic Initiatives was appropriate for this component of the AIP (20% weighting, at target).

  57. PAYOUT

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  58. PAYOUT

    The table below shows the target awards under the AIP for the NEOs for FY25 and the award payouts:

  59. PAYOUT

    | Name | Target Award (1) | Performance Objectives Payout % | Award Payout (1) | | Denise A. Paulonis | $1,966,770 | 95% | $1,868,432 | | Marlo M. Cormier | $514,011 | 95% | $488,311 | | John H. Goss | $448,616 | 95% | $426,186 | | Mark G. Spinks | $420,145 | 95% | $399,138 | | Scott C. Sherman | $387,693 | 95% | $368,309 |

  60. PAYOUT

    Target Award and Award Payout are rounded up to the nearest dollar per our plan.

  61. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES The Committee’s policy is to approve and grant equity awards on the same day. Other than special one-time grants, such as at the time of a new hire or promotion, the Committee intends to grant equity awards to its executive officers once a year, and such grants are generally made at the same time that the Committee approves base salary increases and the AIP target awards for the fiscal year. These actions generally occur within the first quarter of the fiscal year. Our Senior Vice President, Chief Legal and Human Resources Officer provides our Chief Executive Officer with a list of employees eligible for equity awards. Our Chief Executive Officer then makes a grant recommendation to the Committee for each of the proposed grantees, including the NEOs other than herself, based on consideration of the value of the grants that the employee received in prior years, the competitive market data provided to the Committee by FW Cook, and her views as to the employee’s expected future contribution to our business results. The Chair of the Committee recommends to the Committee the Chief Executive Officer’s proposed equity grant based on her review of competitive market data provided by FW Cook and the CEO’s performance. The Committee is ultimately responsible for approving the award grant value and the methodology for converting this value into number of shares. In making equity grants for eligible employees, the Committee considers the recommendations of the Chief Executive Officer and the competitive data provided by FW Cook regarding aggregate share usage and costs associated with equity grants.

  62. FY25 LTI AWARDS

    FY25 LTI AWARDS Consistent with its equity grant policy, the Committee granted RSUs and PSUs in November 6, 2024 to each of our executive officers. For more information regarding the equity or LTI awards granted to our NEOs during FY25, please see the “Grants of Plan-Based Awards” table of this Proxy Statement. The intended grant values of the NEOs’ FY25 LTI awards are reflected in the following table:

  63. FY25 LTI AWARDS

    | Name | FY25 LTI Award Grant Value | | Denise A. Paulonis | $5,500,000 | | Marlo M. Cormier | $1,000,000 | | John H. Goss | $1,000,000 | | Mark G. Spinks | $1,000,000 | | Scott C. Sherman | $750,000 |

  64. FY25 LTI AWARDS

    • RSUs comprised 50% of the equity award value. RSUs vest ratably over a three-year period, subject to continued employment. PSUs comprised 50% of the equity award value. PSUs are eligible to vest based on the following FY25-27 PSU performance objectives (and continued employment):

  65. FY25 LTI AWARDS

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  66. FY25 LTI AWARDS

    – 60% AOIM measured over three, one-year performance periods. AOIM is defined as Sally Beauty Holdings, Inc.’s adjusted operating income divided by total sales for the AOIM Performance Period. ▪ AOIM Performance Period means: • Year 1: Fiscal year of the Company beginning on October 1, 2024 and ending on September 30, 2025 (“Y1AOIM”); • Year 2: Fiscal year of the Company beginning on October 1, 2025 and ending on September 30, 2026 (“Y2AOIM”); and • Year 3: Fiscal year of the Company beginning on October 1, 2026 and ending on September 30, 2027 (“Y3AOIM”). ▪ AOIM Payout Scale – AOIM for the FY25-27 PSUs pays out between 0-200% of target based on the Company’s performance. The payout scale for each tranche is determined at the beginning of each AOIM performance period. See "Determination of FY25-27 Y1AOIM PSUs" for the payout scale of the first, one-year performance period. ▪ Earned AOIM PSUs – Any earned Y1AOIM and Y2AOIM PSUs will be banked and paid out after the completion of all three performance periods on November 15, 2027, subject to the executive’s continued employment. – 40% rTSR measured over a three-year performance period. ▪ TSR means the change in a company’s stock price plus dividends paid to shareholders (assumed to be reinvested) over the rTSR Performance Period, and is measured as follows:

  67. FY25 LTI AWARDS

    | TSR = | Ending Stock Price – Beginning Stock Price + Reinvested Dividends | | | Beginning Stock Price |

  68. FY25 LTI AWARDS

    – Beginning and Ending Stock Price Determination: A 30-day trading average at the beginning and ending of the rTSR Performance Period. – Dividend Reinvestment: Dividends will be determined using the Ex-Dividend date with the sum of all dividends paid throughout the performance period added to the difference between the Ending Stock Price and Beginning Stock Price. • Sally Beauty Holdings, Inc.’s TSR is measured on a relative basis compared to the rTSR Comparator Companies. • If Sally Beauty Holdings, Inc.’s absolute TSR (as measured for the FY25-27 PSU grants) is negative, then the payout of rTSR PSUs will be capped at 100%. rTSR Performance Period means fiscal years of the Company beginning on October 1, 2024 and ending on September 30, 2027.

  69. FY25 LTI AWARDS

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  70. FY25 LTI AWARDS

    rTSR Comparator Companies are the companies comprising the S&P Composite 1500 Specialty Stores Index. The S&P Composite 1500 Specialty Stores Index companies are locked in as of the grant date and remain the same throughout the rTSR Performance Period even if the Index composition changes. • Award treatment if the following situations occur during the rTSR Performance Period:

  71. FY25 LTI AWARDS

    | | Situation | Plan Treatment | | Adjustments | Stock splits and recapitalizations | Opening share price adjusted for recapitalizations | | | rTSR Comparator Company bankruptcy / delisting / liquidation | Company not removed from rTSR Comparator Companies; Company considered to be at the bottom of the rTSR Comparator Companies | | | rTSR Comparator Company acquired or taken private | Company removed from the rTSR Comparator Companies from the beginning of the performance period | | | rTSR Comparator Company announcement of being acquired but not yet closed | | | No Adjustments | Stock buybacks or issuance | No special adjustments made | | | Significant acquisition or divestiture | Acquisition or divestiture would impact the company’s TSR, so no adjustment needed | | | rTSR Comparator Company financial restatements which occur after the performance period ends | No adjustments made; Captured in the next annual grant cycle as reflected in stock price |

  72. FY25 LTI AWARDS

    ▪ rTSR Payout Scale – rTSR pays out between 0-200% of target based on Sally Beauty Holdings, Inc.’s percentile rank:

  73. FY25 LTI AWARDS

    | Payout Scale (1)(2) | Percentile Rank Achieved | Payout % | | Maximum | ≥ 85th %ile | 200% | | Target | 55th %ile | 100% | | Threshold | 25th %ile | 50% | | Below Threshold | < 25th %ile | 0% |

  74. FY25 LTI AWARDS

    (1) Payouts between performance levels will be determined on a straight-line interpolation. (2) If Sally Beauty Holdings, Inc.’s absolute TSR is negative, then the payout will be capped at 100%.

  75. DETERMINATION OF FY23-25 rTSR PSUs

    DETERMINATION OF FY23-25 rTSR PSUs Following the completion of the performance period on September 30, 2025, the Committee determined that the FY23-25 rTSR PSUs granted in November 2022 were earned at 77.9% of the target award:

  76. DETERMINATION OF FY23-25 rTSR PSUs

    | Payout Scale (1)(2) | Percentile Rank Achieved | Payout % | | Maximum | ≥ 85th %ile | 200% | | Target | 55th %ile | 100% | | Threshold | 25th %ile | 25% | | Below Threshold | < 25th %ile | 0% | | Performance Achieved & Payout % | 46.2th %ile | 77.9% |

  77. DETERMINATION OF FY23-25 rTSR PSUs

    (1) Payouts between performance levels were determined based on straight-line interpolation. If Sally Beauty Holdings, Inc.’s absolute TSR is negative, then the payout will be capped at 100%.

  78. DETERMINATION OF FY23-25 rTSR PSUs

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  79. DETERMINATION OF FY23-25 Y3AOIM PSUs, FY24-26 Y2AOIM PSUs, AND FY25-27 Y1AOIM PSUs

    DETERMINATION OF FY23-25 Y3AOIM PSUs, FY24-26 Y2AOIM PSUs, AND FY25-27 Y1AOIM PSUs Following the completion of the performance period on September 30, 2025, the Committee determined that the FY23-25 Y3AOIM PSUs granted in November 2022, the FY24-26 Y2AOIM PSUs granted in November 2023, and the FY25-27 Y1AOIM PSUs granted in November 2024 were earned at 97.6% of the target award:

  80. DETERMINATION OF FY23-25 Y3AOIM PSUs, FY24-26 Y2AOIM PSUs, AND FY25-27 Y1AOIM PSUs

    | Payout Scale (1) | AOIM | Performance Achieved | Payout % (2) | | Maximum | ≥ 9.9% | ≥ 100.9% | 200% | | Target | 9.0% | 100% | 100% | | Threshold | 7.0% | 98% | 50% | | Below Threshold | < 7.0% | < 98% | 0% | | Performance Achieved & Payout % | 8.9% | 99.9% | 97.6% |

  81. DETERMINATION OF FY23-25 Y3AOIM PSUs, FY24-26 Y2AOIM PSUs, AND FY25-27 Y1AOIM PSUs

    (1) Payouts between performance levels were determined based on straight-line interpolation. (2) The maximum payout % for the FY23-25 Y3AOIM PSUs was 150%. The earned FY24-26 Y2AOIM PSUs and FY25-27 Y1AOIM PSUs were banked and will be paid out after completion of all performance periods on November 15, 2026 and November 15, 2027 respectively, subject to the executive's continued employment on such date. With the completion of the performance periods for the FY23-25 rTSR PSUs and the FY23-25 Y3AOIM PSUs, all performance periods for the FY23-25 PSUs have now concluded and the total weighted payout for this grant was 81.4% of target:

  82. DETERMINATION OF FY23-25 Y3AOIM PSUs, FY24-26 Y2AOIM PSUs, AND FY25-27 Y1AOIM PSUs

    | Grant | Metrics and Weighting | Performance Period(s) | FY23 | FY24 | FY25 | | FY23-25 | | | | | | | | 50% rTSR | 3-Year | rTSR 77.9% Payout | | | | | 50% AOIM | 3, 1-Year | Y1AOIM 82.9% Payout | Y2AOIM 74.1% Payout | Y3AOIM 97.6% Payout |

  83. DETERMINATION OF FY23-25 Y3AOIM PSUs, FY24-26 Y2AOIM PSUs, AND FY25-27 Y1AOIM PSUs

    All earned and banked PSUs paid out on November 15, 2025.

  84. CHANGE-IN-CONTROL SEVERANCE PROTECTION

    CHANGE-IN-CONTROL SEVERANCE PROTECTION Many change-in-control transactions result in significant organizational changes, particularly at the senior executive level. To encourage our senior executive officers to remain employed with the Company during an important time when their prospects for continued employment can be uncertain, we are parties to change-in-control severance agreements with each of our NEOs, which provide payments and benefits in the event of the executive’s termination of employment by the Company without cause or by the executive for “good reason” within two years following a change-in-control. Because a termination by the executive for good reason is effectively a “constructive termination” by the Company without cause, we believe it is appropriate to provide severance benefits in these circumstances. The Committee has determined that our change-in-control agreements are generally consistent with those in place at similarly-situated public companies, are designed to keep our executive officers focused on their work responsibilities during the uncertainty that accompanies a potential change-in-control and are necessary to retain and recruit our executive officers. The Committee also deemed it important from a retention perspective to treat all of the NEOs similarly with respect to their change-in-control arrangements. Under the terms of our 2010, 2019, and 2025 Omnibus Incentive Plans, stock options, PSUs, and RSUs have “double trigger” change-in-control vesting if the awards are assumed by the surviving company and equitably converted to awards for publicly traded stock in connection with such transaction. This means that the awards would vest upon the holder’s involuntary separation from service within two years following the change-in-control, or such other period specified by the Committee. If the awards are not assumed by the surviving company and equitably converted, they would vest upon the change-in-control. In either case, PSUs for which the performance period has not commenced will be forfeited.

  85. COMPENSATION RECOUPMENT POLICY

    employee’s unvested equity awards (including time-based and performance-based equity awards), and/or (ii) such current or former employee to reimburse the Company for their most recently received non-equity incentive compensation.

  86. ROLE OF INDEPENDENT COMPENSATION CONSULTANT

    ROLE OF INDEPENDENT COMPENSATION CONSULTANT The Committee retained the services of an independent consultant, FW Cook, to assist in its annual review of our executive compensation program and biennial review of our non-employee director compensation program. As part of this engagement, FW Cook assisted the Committee in the design of our current programs and continues to advise the Committee on our programs. The Committee directly engaged FW Cook to assist with these same services for FY25, based on FW Cook’s experience, expertise and knowledge of the Company's programs. FW Cook does not provide any services to our management, and does not provide any service to us, other than with respect to its role as the Committee’s executive compensation consultant. The Committee determined that FW Cook is independent and the work FW Cook performed on behalf of the Committee did not raise any conflicts of interest in FY25. In making this assessment, the Committee considered the independence factors enumerated in Rule 10C-1(b) under the Securities Exchange Act of 1934 and the NYSE listing standards, including the fact that FW Cook does not provide any other services to the Company, the level of fees received from the Company as a percentage of FW Cook’s total revenue, policies and procedures employed by FW Cook to prevent conflicts of interest, and whether the individual FW Cook advisers to the Committee own any stock of the Company or have any business or personal relationships with members of the Committee or our executive officers.

  87. MARKET DATA/BENCHMARKING

    MARKET DATA/BENCHMARKING FW Cook assisted the Committee in benchmarking our compensation arrangements and aggregate equity compensation practices against public companies similar in size and scope to our company. FW Cook obtained proxy data from the peer companies described below, as well as comparative compensation surveys of retail companies. The following 17 specialty retail companies comprised our peer group for FY25 and was used to set FY25 compensation for our NEOs, which we refer to as our “peer companies” or “peer group”:

  88. MARKET DATA/BENCHMARKING

    | Abercrombie & Fitch | Genesco | Signet Jewelers | | American Eagle Outfitters | Guess? | Sprouts Farmers Market | | Bath & Body Works | Hibbett | Ulta Beauty | | Caleres | Kontoor Brands | Urban Outfitters | | Carter’s | Nu Skin Enterprises | Wolverine World Wide | | Foot Locker | Petco Health & Wellness | |

  89. MARKET DATA/BENCHMARKING

    The Committee selected the companies in the peer group, after reviewing data on retail companies (including financial metrics, line-of-business, stock performance and employee count for each respective company) and considering several criteria, including the comparability of specialty retailers and the volatility and maturity of potential peers. At the time of approval, in terms of size, our revenues approximated the median and market capitalization was between the 25th percentile and median of these peer companies. The peer group differs from our peer group for FY24 as described below: • The Committee approved the addition of Bath & Body Works, Nu Skin Enterprises, and Sprouts Farmers Market as these companies operate in a similar product space and named Sally Beauty as a peer; and • The Committee approved the removal of Williams-Sonoma due to its larger size.

  90. TOTAL COMPENSATION REVIEW

    TOTAL COMPENSATION REVIEW As part of its process for determining the amount and mix of total compensation to be paid to our executive officers in FY25, the Committee reviewed tally sheets prepared by FW Cook containing information for each executive officer regarding, among other things: • compensation (base salary, bonus, types and amounts of long-term incentives), perquisites, and benefits for the last two fiscal years; • target pay mix; • equity ownership as of the end of the most recently completed fiscal year; • outstanding long-term incentive awards and retirement benefits as of the end of the most recently completed fiscal year; and • potential payments upon termination as of the end of the most recently completed fiscal year. The Committee believes that this comprehensive annual review is important to understanding the total compensation paid and, in certain circumstances, payable to, our executive officers. The Committee uses these reports to test whether the various forms, targets, mix, and amounts of compensation paid and payable to our executive officers remain consistent with our compensation strategy. Based on its review for FY25, the Committee

  91. EQUITY GRANT POLICIES AND PRACTICES

    EQUITY GRANT POLICIES AND PRACTICES The annual grant of stock-based awards to our executive officers is generally made in the first quarter of the fiscal year and on the date of the first regularly scheduled Committee meeting (typically October or November) subject to any change in the discretion of the Committee. In addition to annual awards, other grants may be awarded at other times to attract new hires, for retention purposes or as may be deemed necessary in other special circumstances. In addition, the Committee has delegated to the CEO the authority to approve grants to employees other than executive officers, subject to established grant limits. For any such quarterly off-cycle grants, the grant date is the first business day of the Company’s open trading window in February, May or August. The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation.

  92. EQUITY GRANT POLICIES AND PRACTICES

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  93. EQUITY GRANT POLICIES AND PRACTICES

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  94. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table contains compensation information for our NEOs. The information included in this table reflects compensation earned by the NEOs for services rendered to us for the fiscal years ended September 30, 2025, September 30, 2024, and September 30, 2023.

  95. SUMMARY COMPENSATION TABLE

    | | | | | Non-Equity | | | | | | | Stock | Incentive Plan | All Other | | | | Fiscal | Salary | Awards | Compensation | Compensation | Total | | Name and Principal Position (1) | Year | ($) | ($)(2)(3) | ($)(4) | ($)(5) | ($) | | Denise A. Paulonis | 2025 | 1,229,231 | 6,000,116 | 1,868,432 | 14,840 | 9,112,619 | | President and Chief Executive Officer | 2024 | 1,183,846 | 4,775,838 | 1,564,573 | 14,640 | 7,538,897 | | | 2023 | 1,129,231 | 4,701,885 | 1,377,935 | 21,884 | 7,230,935 | | Marlo M. Cormier | 2025 | 685,346 | 1,112,972 | 488,311 | 15,415 | 2,302,044 | | Senior Vice President, Chief Financial | 2024 | 657,885 | 953,125 | 407,560 | 14,308 | 2,032,878 | | Officer | 2023 | 618,269 | 964,884 | 377,251 | 17,539 | 1,977,943 | | John H. Goss | 2025 | 598,154 | 1,079,102 | 426,186 | 14,950 | 2,118,392 | | President, Sally Beauty Supply | 2024 | 577,731 | 846,771 | 357,905 | 14,622 | 1,797,029 | | | 2023 | 549,115 | 760,339 | 335,169 | 17,870 | 1,662,493 | | Mark G. Spinks | 2025 | 560,192 | 1,079,102 | 399,138 | 15,179 | 2,053,611 | | President, Beauty Systems Group | 2024 | 512,327 | 846,771 | 317,388 | 14,877 | 1,691,363 | | | 2023 | 487,058 | 769,440 | 297,156 | 22,450 | 1,576,104 | | Scott C. Sherman | 2025 | 553,846 | 794,909 | 368,309 | 15,166 | 1,732,230 | | Senior Vice President, Chief Legal and | 2024 | 483,642 | 551,372 | 272,852 | 15,380 | 1,323,246 | | Human Resources Officer | | | | | | |

  96. SUMMARY COMPENSATION TABLE

    (1) Reflects principal positions held as of September 30, 2025. (2) Reflects the grant date fair value of the stock awards (RSUs and PSUs), determined in accordance with ASC 718. The PSUs granted: (a) In FY25 are comprised of PSUs with one, three-year performance period with goals related to rTSR (referred to herein as the FY25-27 rTSR PSUs) and PSUs with three, one-year performance periods with goals related to AOIM (referred to herein as the FY25-27 Y1AOIM PSUs, FY25-27 Y2AOIM PSUs and FY25-27 Y3AOIM PSUs), in each case with the number of shares earned paid out at the end of the three-year performance period on November 15, 2027. The AOIM goals for the FY25-27 Y2AOIM PSUs and FY25-27 Y3AOIM PSUs were not established on the date of grant and, as a result, for accounting purposes, are not considered granted until the respective performance goals are established. Accordingly, the grant date fair value of the FY25-27 rTSR PSUs and FY25-27 Y1AOIM PSUs are reported in the Stock Awards column for 2025, but the grant date fair value of the FY25-27 Y2AOIM PSUs and FY25-27 Y3AOIM PSUs will not be reported in the Stock Awards column until 2026 and 2027, respectively. In FY24 are comprised of PSUs with one, three-year performance period with goals related to rTSR (referred to herein as the FY24-26 rTSR PSUs) and PSUs with three, one-year performance periods with goals related to AOIM (referred to herein as the FY24-26 Y1AOIM PSUs, FY24-26 Y2AOIM PSUs and FY24-26 Y3AOIM PSUs), in each case with the number of shares earned paid out at the end of the three-year performance period on November 15, 2026. The AOIM goals for the FY24-26 Y2AOIM PSUs and FY24-26 Y3AOIM PSUs were not established on the date of grant and, as a result, for accounting purposes, are not considered granted until the respective performance goals are established.

  97. SUMMARY COMPENSATION TABLE

    | SALLYBEAUTY HOLDINGS, INC. | 73 | 2025 Proxy Statement |

  98. SUMMARY COMPENSATION TABLE

    Accordingly, the grant date fair value of the FY24-26 rTSR PSUs and FY24-26 Y1AOIM PSUs were reported in the Stock Awards column for 2024, and the grant date fair value of the FY24-26 Y2AOIM PSUs are reported in the Stock Awards column for 2025. The grant date fair value of the FY24-26 Y3AOIM PSUs will not be reported in the Stock Awards column until 2026. In FY23 are comprised of PSUs with one, three-year performance period with goals related to rTSR (referred to herein as the FY23-25 rTSR PSUs) and PSUs with three, one-year performance periods with goals related to AOI (referred to herein as the FY23-25 Y1AOIM PSUs, FY23-25 Y2AOIM PSUs and FY23-25 Y3AOIM PSUs), in each case with the number of shares earned paid out at the end of the three-year performance period on November 15, 2025. The AOIM goals for the FY23-25 Y2AOIM PSUs and FY23-25 Y3AOIM PSUs were not established on the date of grant and, as a result, for accounting purposes, are not considered granted until the respective performance goals are established. Accordingly, the grant date fair value of the FY23-25 rTSR PSUs and FY23-25 Y1AOIM PSUs were reported in the Stock Awards column for 2023, the grant date fair value of the FY23-25 Y2AOIM PSUs were reported in the Stock Awards column for 2024, and the grant date fair value of the FY23-25 Y3AOIM PSUs are reported in the Stock Awards column for 2025. (3) The fair value of the FY25 RSUs is calculated using the closing price for shares of our Common Stock on the date of grant (November 6, 2024). The fair value of the FY25-27 Y1AOIM PSUs, FY24-26 Y2AOIM PSUs and FY23-25 Y3AOIM PSUs is calculated using the closing price for shares of our Common Stock on the date the Committee approved the performance objectives of the awards (November 6, 2024). The fair value of the FY25-27 rTSR PSUs is based on the Monte Carlo valuation as of the grant date (November 6, 2024). The assumptions used in the Monte Carlo valuation of the FY25-27 rTSR PSUs are included in Note 6 to our audited financial statements for the fiscal year ended September 30, 2025, included in our Form 10-K filed with the SEC on November 13, 2025. For PSUs, the grant date fair value is calculated using the target number of PSUs awarded to each NEO, which was the assumed probable outcome as of the grant date. Assuming, instead, that the highest level of performance conditions would be achieved, the grant date fair values would have been as follows:

  99. SUMMARY COMPENSATION TABLE

    | | FY25 PSUs | FY24 PSUs | FY23 PSUs | | Name | ($)(a) | ($)(b) | ($)(c) | | Denise A. Paulonis | 6,282,926 | 4,412,119 | 4,408,517 | | Marlo M. Cormier | 1,182,501 | 878,355 | 930,745 | | John H. Goss | 1,123,910 | 771,522 | 731,964 | | Mark G. Spinks | 1,123,910 | 771,522 | 750,167 | | Scott C. Sherman | 813,511 | 510,855 | ― |

  100. SUMMARY COMPENSATION TABLE

    (a) Includes the FY25-27 rTSR PSUs, FY25-27 Y1AOIM PSUs, FY24-26 Y2AOIM PSUs, and FY23-25 Y3AOIM PSUs. (b) Includes the FY24-26 rTSR PSUs, FY24-26 Y1AOIM PSUs, FY23-25 Y2AOIM PSUs, and FY22-24 Y3AOIM PSUs. (c) Includes the FY23-25 rTSR PSUs, FY23-25 Y1AOIM PSUs, FY22-24 Y2AOIM PSUs, and FY21-23 Y3AOI PSUs. (4) The amounts reported reflect AIP awards earned for the respective fiscal year. For information regarding the AIP, please see “Compensation Discussion and Analysis — FY25 Executive Compensation Program — Annual Incentive” of this Proxy Statement. (5) Amounts reported as “All Other Compensation” for FY25 include the following:

  101. SUMMARY COMPENSATION TABLE

    | | Company Matching | | | | | Contributions to | Life Insurance | | | | 401(k) | Premiums | Total | | Name | ($) | ($) | ($) | | Denise A. Paulonis | 14,000 | 840 | 14,840 | | Marlo M. Cormier | 14,155 | 1,260 | 15,415 | | John H. Goss | 14,110 | 840 | 14,950 | | Mark G. Spinks | 14,000 | 1,179 | 15,179 | | Scott C. Sherman | 14,000 | 1,166 | 15,166 |

  102. SUMMARY COMPENSATION TABLE

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  103. Grants of Plan-Based Awards for FY25

    Grants of Plan-Based Awards for FY25 The following table contains information regarding plan-based awards provided during FY25 to the NEOs:

  104. Grants of Plan-Based Awards for FY25

    | | | Estimated Possible Payouts | | | Estimated Possible Payouts | | | All Other | | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | Stock Awards: | Grant Date | | | | Plan Awards (2) | | | Plan Awards (3) | | | Number of | Fair Value | | | Grant | | | | | | | Shares of | of Stock | | | Date | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock or Units | Awards | | Name | (1) | ($) | ($) | ($) | (#) | (#) | (#) | (#)(4) | ($)(5) | | Denise A. Paulonis | | | | | | | | | | | AIP | | 860,462 | 1,966,770 | 3,540,186 | | | | | | | RSUs | 11/06/24 | | | | | | | 208,018 | 2,749,998 | | FY25-27 rTSR PSUs | 11/06/24 | | | | 41,604 | 83,208 | 166,416 | | 1,486,927 | | FY25-27 Y1AOIM PSUs | 11/06/24 | | | | 20,802 | 41,603 | 83,206 | | 549,992 | | FY24-26 Y2AOIM PSUs | 11/06/24 | | | | 29,447 | 58,893 | 117,786 | | 778,565 | | FY23-25 Y3AOIM PSUs | 11/06/24 | | | | 16,439 | 32,877 | 49,316 | | 434,634 | | Marlo M. Cormier | | | | | | | | | | | AIP | | 224,880 | 514,011 | 925,220 | | | | | | | RSUs | 11/06/24 | | | | | | | 37,821 | 499,994 | | FY25-27 rTSR PSUs | 11/06/24 | | | | 7,565 | 15,129 | 30,258 | | 270,355 | | FY25-27 Y1AOIM PSUs | 11/06/24 | | | | 3,782 | 7,564 | 15,128 | | 99,996 | | FY24-26 Y2AOIM PSUs | 11/06/24 | | | | 5,889 | 11,778 | 23,556 | | 155,705 | | FY23-25 Y3AOIM PSUs | 11/06/24 | | | | 3,288 | 6,575 | 9,863 | | 86,922 | | John H. Goss | | | | | | | | | | | AIP | | 196,270 | 448,616 | 807,509 | | | | | | | RSUs | 11/06/24 | | | | | | | 37,821 | 499,994 | | FY25-27 rTSR PSUs | 11/06/24 | | | | 7,565 | 15,129 | 30,258 | | 270,355 | | FY25-27 Y1AOIM PSUs | 11/06/24 | | | | 3,782 | 7,564 | 15,128 | | 99,996 | | FY24-26 Y2AOIM PSUs | 11/06/24 | | | | 5,300 | 10,600 | 21,200 | | 140,132 | | FY23-25 Y3AOIM PSUs | 11/06/24 | | | | 2,596 | 5,191 | 7,787 | | 68,625 | | Mark G. Spinks | | | | | | | | | | | AIP | | 183,813 | 420,145 | 756,261 | | | | | | | RSUs | 11/06/24 | | | | | | | 37,821 | 499,994 | | FY25-27 rTSR PSUs | 11/06/24 | | | | 7,565 | 15,129 | 30,258 | | 270,355 | | FY25-27 Y1AOIM PSUs | 11/06/24 | | | | 3,782 | 7,564 | 15,128 | | 99,996 | | FY24-26 Y2AOIM PSUs | 11/06/24 | | | | 5,300 | 10,600 | 21,200 | | 140,132 | | FY23-25 Y3AOIM PSUs | 11/06/24 | | | | 2,596 | 5,191 | 7,787 | | 68,625 | | Scott C. Sherman | | | | | | | | | | | AIP | | 169,616 | 387,693 | 697,847 | | | | | | | RSUs | 11/06/24 | | | | | | | 28,366 | 374,999 | | FY25-27 rTSR PSUs | 11/06/24 | | | | 5,674 | 11,347 | 22,694 | | 202,771 | | FY25-27 Y1AOIM PSUs | 11/06/24 | | | | 2,837 | 5,673 | 11,346 | | 74,997 | | FY24-26 Y2AOIM PSUs | 11/06/24 | | | | 3,386 | 6,772 | 13,544 | | 89,526 | | FY23-25 Y3AOIM PSUs | 11/06/24 | | | | 1,990 | 3,980 | 5,970 | | 52,616 |

  105. Grants of Plan-Based Awards for FY25

    (1) As described in footnotes 2 and 3 in the “Summary Compensation Table” of this Proxy Statement, the FY23-25 Y3AOIM PSUs were granted during FY23 (grant date of November 2, 2022), the FY24-26 Y2AOIM PSUs were granted during FY24 (grant date of November 1, 2023) and the FY25-27 Y1AOIM PSUs were granted during FY25 (grant date of November 6, 2024), but the Committee established the applicable performance objectives for such awards during FY25 (on November 6, 2024). Equity award grant values are converted into RSUs and target PSUs using the closing stock price on the date of grant. Reflects potential cash award payouts under the AIP. Thresholds are based on financial measures only (no threshold for Strategic Initiatives). See “Compensation Discussion and Analysis — FY25 Executive Compensation Program — Annual Incentive” of this Proxy Statement for more details. FY25 AIP payouts are shown in the “Summary Compensation Table” of this Proxy Statement under “Non-Equity Incentive Plan Compensation”.

  106. Grants of Plan-Based Awards for FY25

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  107. Grants of Plan-Based Awards for FY25

    Reflects potential payouts of the PSUs described in footnote (1), in each case under the 2019 Omnibus Incentive Plan. See “Compensation Discussion and Analysis — FY25 Executive Compensation Program — Long-Term Incentives” and footnotes 2 and 3 in the “Summary Compensation Table” of this Proxy Statement for more details. Reflects RSUs granted in FY25, in each case under the 2019 Omnibus Plan. The restrictions upon these awards lapse ratably over three years. See “Compensation Discussion and Analysis — FY25 Executive Compensation Program — Long-Term Incentives” of this Proxy Statement for more details. Reflects a grant date fair value of $13.22 per RSU (granted on November 6, 2024), $17.87 per rTSR PSU (granted on November 6, 2024), $13.22 per Y1AOIM PSU (granted on November 6, 2024 - performance objectives established on November 6, 2024), $13.22 per Y2AOIM PSU (granted on November 1, 2023 - performance objectives established on November 6, 2024)) and $13.22 per Y3AOIM PSU (granted on November 2, 2022 - performance objectives established on November 6, 2024).

  108. Grants of Plan-Based Awards for FY25

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  109. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table contains information about outstanding stock option and stock awards held by the NEOs on September 30, 2025:

  110. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | | Equity Incentive | | | | Number of | Number of | | | | | Equity Incentive | Plan Awards: | | | | Securities | Securities | | | Number | Market Value | Plan Awards: | Market or | | | | Underlying | Underlying | | | of Units | of Units | Number of | Payout Value of | | | | Unexercised | Unexercised | Option | | of Stock | of Stock | Unearned Units | Unearned Units | | | | Options | Options | Exercise | Option | That Have | That Have | That Have | That Have | | | Grant | Exercisable | Unexercisable | Price | Expiration | Not Vested | Not Vested | Not Vested | Not Vested | | Name | Date | (#) | (#) | ($) | Date | (#)(1) | ($)(3) | (#)(2) | ($)(3) | | Denise A. Paulonis | | | | | | | | | | | RSUs | 11/06/24 | | | | | 208,018 | 3,386,533 | | | | FY25-27 rTSR PSUs | 11/06/24 | | | | | | | 83,208 | 1,354,626 | | FY25-27 Y1AOIM PSUs | 11/06/24 | | | | | 40,605 | 661,049 | | | | RSUs | 11/01/23 | | | | | 196,311 | 3,195,943 | | | | FY24-26 rTSR PSUs | 11/01/23 | | | | | | | 117,786 | 1,917,556 | | FY24-26 Y1AOIM PSUs | 11/01/23 | | | | | 43,639 | 710,443 | | | | FY24-26 Y2AOIM PSUs | 11/01/23 | | | | | 57,480 | 935,774 | | | | RSUs | 11/02/22 | | | | | 65,755 | 1,070,491 | | | | FY23-25 rTSR PSUs | 11/02/22 | | | | | 76,832 | 1,250,825 | | | | FY23-25 Y1AOIM PSUs | 11/02/22 | | | | | 27,255 | 443,711 | | | | FY23-25 Y2AOIM PSUs | 11/02/22 | | | | | 24,362 | 396,613 | | | | FY23-25 Y3AOIM PSUs | 11/02/22 | | | | | 32,088 | 522,393 | | | | Options | 10/01/21 | 125,343 | — | 17.09 | 10/01/31 | | | | | | Marlo M. Cormier | | | | | | | | | | | RSUs | 11/06/24 | | | | | 37,821 | 615,726 | | | | FY25-27 rTSR PSUs | 11/06/24 | | | | | | | 15,129 | 246,300 | | FY25-27 Y1AOIM PSUs | 11/06/24 | | | | | 7,383 | 120,195 | | | | RSUs | 11/01/23 | | | | | 39,262 | 639,185 | | | | FY24-26 rTSR PSUs | 11/01/23 | | | | | | | 23,557 | 383,508 | | FY24-26 Y1AOIM PSUs | 11/01/23 | | | | | 8,728 | 142,092 | | | | FY24-26 Y2AOIM PSUs | 11/01/23 | | | | | 11,496 | 187,155 | | | | RSUs | 11/02/22 | | | | | 13,151 | 214,098 | | | | FY23-25 rTSR PSUs | 11/02/22 | | | | | 15,366 | 250,158 | | | | FY23-25 Y1AOIM PSUs | 11/02/22 | | | | | 5,451 | 88,742 | | | | FY23-25 Y2AOIM PSUs | 11/02/22 | | | | | 4,873 | 79,332 | | | | FY23-25 Y3AOIM PSUs | 11/02/22 | | | | | 6,418 | 104,485 | | | | Options | 11/23/20 | 11,747 | — | 11.78 | 11/23/30 | | | | | | Options | 11/04/20 | 31,024 | — | 9.09 | 11/04/30 | | | | | | John H. Goss | | | | | | | | | | | RSUs | 11/06/24 | | | | | 37,821 | 615,726 | | | | FY25-27 rTSR PSUs | 11/06/24 | | | | | | | 15,129 | 246,300 | | FY25-27 Y1AOIM PSUs | 11/06/24 | | | | | 7,383 | 120,195 | | | | RSUs | 11/01/23 | | | | | 35,336 | 575,270 | | | | FY24-26 rTSR PSUs | 11/01/23 | | | | | | | 21,202 | 345,169 | | FY24-26 Y1AOIM PSUs | 11/01/23 | | | | | 7,855 | 127,879 | | | | FY24-26 Y2AOIM PSUs | 11/01/23 | | | | | 10,346 | 168,433 | | | | RSUs | 11/02/22 | | | | | 10,383 | 169,035 | | | | FY23-25 rTSR PSUs | 11/02/22 | | | | | 12,132 | 197,509 | | | | FY23-25 Y1AOIM PSUs | 11/02/22 | | | | | 4,304 | 70,069 | | | | FY23-25 Y2AOIM PSUs | 11/02/22 | | | | | 3,847 | 62,629 | | | | FY23-25 Y3AOIM PSUs | 11/02/22 | | | | | 5,067 | 82,491 | | | | Options | 11/23/20 | 7,608 | — | 11.78 | 11/23/30 | | | | | | Options | 11/04/20 | 15,364 | — | 9.09 | 11/04/30 | | | | | | Options | 11/05/19 | 5,002 | — | 16.65 | 11/05/29 | | | | | | Options | 11/01/18 | 14,505 | — | 18.14 | 11/01/28 | | | | | | Options | 11/01/17 | 17,516 | — | 17.42 | 11/01/27 | | | | | | Options | 11/01/16 | 26,345 | — | 25.53 | 11/01/26 | | | | |

  111. Outstanding Equity Awards at 2025 Fiscal Year-End

    | SALLYBEAUTY HOLDINGS, INC. | 77 | 2025 Proxy Statement |

  112. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | | Equity Incentive | | | | Number of | Number of | | | | | Equity Incentive | Plan Awards: | | | | Securities | Securities | | | Number | Market Value | Plan Awards: | Market or | | | | Underlying | Underlying | | | of Units | of Units | Number of | Payout Value of | | | | Unexercised | Unexercised | Option | | of Stock | of Stock | Unearned Units | Unearned Units | | | | Options | Options | Exercise | Option | That Have | That Have | That Have | That Have | | | Grant | Exercisable | Unexercisable | Price | Expiration | Not Vested | Not Vested | Not Vested | Not Vested | | Name | Date | (#) | (#) | ($) | Date | (#)(1) | ($)(3) | (#)(2) | ($)(3) | | Mark G. Spinks | | | | | | | | | | | RSUs | 11/06/24 | | | | | 37,821 | 615,726 | | | | FY25-27 rTSR PSUs | 11/06/24 | | | | | | | 15,129 | 246,300 | | FY25-27 Y1AOIM PSUs | 11/06/24 | | | | | 7,383 | 120,195 | | | | RSUs | 11/01/23 | | | | | 35,336 | 575,270 | | | | FY24-26 rTSR PSUs | 11/01/23 | | | | | | | 21,202 | 345,169 | | FY24-26 Y1AOIM PSUs | 11/01/23 | | | | | 7,855 | 127,879 | | | | FY24-26 Y2AOIM PSUs | 11/01/23 | | | | | 10,346 | 168,433 | | | | RSUs | 11/02/22 | | | | | 10,383 | 169,035 | | | | FY23-25 rTSR PSUs | 11/02/22 | | | | | 12,132 | 197,509 | | | | FY23-25 Y1AOIM PSUs | 11/02/22 | | | | | 4,304 | 70,069 | | | | FY23-25 Y2AOIM PSUs | 11/02/22 | | | | | 3,847 | 62,629 | | | | FY23-25 Y3AOIM PSUs | 11/02/22 | | | | | 5,067 | 82,491 | | | | Options | 11/04/20 | 17,728 | — | 9.09 | 11/04/30 | | | | | | Options | 11/05/19 | 36,013 | — | 16.65 | 11/05/29 | | | | | | Options | 11/01/18 | 34,812 | — | 18.14 | 11/01/28 | | | | | | Options | 11/01/17 | 42,040 | — | 17.42 | 11/01/27 | | | | | | Options | 11/01/16 | 57,959 | — | 25.53 | 11/01/26 | | | | | | Options | 10/28/15 | 53,151 | — | 23.45 | 10/28/25 | | | | | | Scott C. Sherman | | | | | | | | | | | RSUs | 11/06/24 | | | | | 28,366 | 461,798 | | | | FY25-27 rTSR PSUs | 11/06/24 | | | | | | | 11,347 | 184,729 | | FY25-27 Y1AOIM PSUs | 11/06/24 | | | | | 5,537 | 90,142 | | | | RSUs | 11/01/23 | | | | | 22,576 | 367,537 | | | | FY24-26 rTSR PSUs | 11/01/23 | | | | | | | 13,546 | 220,529 | | FY24-26 Y1AOIM PSUs | 11/01/23 | | | | | 5,019 | 81,709 | | | | FY24-26 Y2AOIM PSUs | 11/01/23 | | | | | 6,610 | 107,611 | | | | RSUs | 11/02/22 | | | | | 7,960 | 129,589 | | | | FY23-25 rTSR PSUs | 11/02/22 | | | | | 9,301 | 151,420 | | | | FY23-25 Y1AOIM PSUs | 11/02/22 | | | | | 3,299 | 53,708 | | | | FY23-25 Y2AOIM PSUs | 11/02/22 | | | | | 2,950 | 48,026 | | | | FY23-25 Y3AOIM PSUs | 11/02/22 | | | | | 3,885 | 63,248 | | | | Options | 11/04/20 | 39,888 | — | 9.09 | 11/04/30 | | | | | | Options | 11/05/19 | 27,010 | — | 16.65 | 11/05/29 | | | | | | Options | 11/01/18 | 26,109 | — | 18.14 | 11/01/28 | | | | | | Options | 11/01/17 | 28,026 | — | 17.42 | 11/01/27 | | | | | | Options | 11/01/16 | 14,753 | — | 25.53 | 11/01/26 | | | | | | Options | 10/28/15 | 13,287 | — | 23.45 | 10/28/25 | | | | |

  113. Outstanding Equity Awards at 2025 Fiscal Year-End

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  114. Outstanding Equity Awards at 2025 Fiscal Year-End

    The unvested time-based stock awards (including RSUs and earned and banked PSUs) vest as follows:

  115. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Grant | Vest Date | | | | | Name | Date | 11/15/25 | 11/15/26 | 11/15/27 | Total | | Denise A. Paulonis | | | | | | | RSUs | 11/06/24 | 69,339 | 69,339 | 69,340 | 208,018 | | FY25-27 Y1AOIM PSUs (a) | 11/06/24 | | | 40,605 | 40,605 | | RSUs | 11/01/23 | 98,154 | 98,157 | | 196,311 | | FY24-26 Y1AOIM PSUs (b) | 11/01/23 | | 43,639 | | 43,639 | | FY24-26 Y2AOIM PSUs (b) | 11/01/23 | | 57,480 | | 57,480 | | RSUs | 11/02/22 | 65,755 | | | 65,755 | | FY23-25 rTSR PSUs (c) | 11/02/22 | 76,832 | | | 76,832 | | FY23-25 Y1AOIM PSUs (c) | 11/02/22 | 27,255 | | | 27,255 | | FY23-25 Y2AOIM PSUs (c) | 11/02/22 | 24,362 | | | 24,362 | | FY23-25 Y3AOIM PSUs (c) | 11/02/22 | 32,088 | | | 32,088 | | Marlo M. Cormier | | | | | | | RSUs | 11/06/24 | 12,607 | 12,607 | 12,607 | 37,821 | | FY25-27 Y1AOIM PSUs (a) | 11/06/24 | | | 7,383 | 7,383 | | RSUs | 11/01/23 | 19,630 | 19,632 | | 39,262 | | FY24-26 Y1AOIM PSUs (b) | 11/01/23 | | 8,728 | | 8,728 | | FY24-26 Y2AOIM PSUs (b) | 11/01/23 | | 11,496 | | 11,496 | | RSUs | 11/02/22 | 13,151 | | | 13,151 | | FY23-25 rTSR PSUs (c) | 11/02/22 | 15,366 | | | 15,366 | | FY23-25 Y1AOIM PSUs (c) | 11/02/22 | 5,451 | | | 5,451 | | FY23-25 Y2AOIM PSUs (c) | 11/02/22 | 4,873 | | | 4,873 | | FY23-25 Y3AOIM PSUs (c) | 11/02/22 | 6,418 | | | 6,418 | | John H. Goss | | | | | | | RSUs | 11/06/24 | 12,607 | 12,607 | 12,607 | 37,821 | | FY25-27 Y1AOIM PSUs (a) | 11/06/24 | | | 7,383 | 7,383 | | RSUs | 11/01/23 | 17,667 | 17,669 | | 35,336 | | FY24-26 Y1AOIM PSUs (b) | 11/01/23 | | 7,855 | | 7,855 | | FY24-26 Y2AOIM PSUs (b) | 11/01/23 | | 10,346 | | 10,346 | | RSUs | 11/02/22 | 10,383 | | | 10,383 | | FY23-25 rTSR PSUs (c) | 11/02/22 | 12,132 | | | 12,132 | | FY23-25 Y1AOIM PSUs (c) | 11/02/22 | 4,304 | | | 4,304 | | FY23-25 Y2AOIM PSUs (c) | 11/02/22 | 3,847 | | | 3,847 | | FY23-25 Y3AOIM PSUs (c) | 11/02/22 | 5,067 | | | 5,067 | | Mark G. Spinks | | | | | | | RSUs | 11/06/24 | 12,607 | 12,607 | 12,607 | 37,821 | | FY25-27 Y1AOIM PSUs (a) | 11/06/24 | | | 7,383 | 7,383 | | RSUs | 11/01/23 | 17,667 | 17,669 | | 35,336 | | FY24-26 Y1AOIM PSUs (b) | 11/01/23 | | 7,855 | | 7,855 | | FY24-26 Y2AOIM PSUs (b) | 11/01/23 | | 10,346 | | 10,346 | | RSUs | 11/02/22 | 10,383 | | | 10,383 | | FY23-25 rTSR PSUs (c) | 11/02/22 | 12,132 | | | 12,132 | | FY23-25 Y1AOIM PSUs (c) | 11/02/22 | 4,304 | | | 4,304 | | FY23-25 Y2AOIM PSUs (c) | 11/02/22 | 3,847 | | | 3,847 | | FY23-25 Y3AOIM PSUs (c) | 11/02/22 | 5,067 | | | 5,067 | | Scott C. Sherman | | | | | | | RSUs | 11/06/24 | 9,455 | 9,455 | 9,456 | 28,366 | | FY25-27 Y1AOIM PSUs (a) | 11/06/24 | | | 5,537 | 5,537 | | RSUs | 11/01/23 | 11,288 | 11,288 | | 22,576 | | FY24-26 Y1AOIM PSUs (b) | 11/01/23 | | 5,019 | | 5,019 | | FY24-26 Y2AOIM PSUs (b) | 11/01/23 | | 6,610 | | 6,610 | | RSUs | 11/02/22 | 7,960 | | | 7,960 | | FY23-25 rTSR PSUs (c) | 11/02/22 | 9,301 | | | 9,301 | | FY23-25 Y1AOIM PSUs (c) | 11/02/22 | 3,299 | | | 3,299 | | FY23-25 Y2AOIM PSUs (c) | 11/02/22 | 2,950 | | | 2,950 | | FY23-25 Y3AOIM PSUs (c) | 11/02/22 | 3,885 | | | 3,885 |

  116. Outstanding Equity Awards at 2025 Fiscal Year-End

    The FY25-27 Y1AOIM PSUs are included in this table based on actual performance of 97.6% and will vest on November 15, 2027, subject to continued employment on such date.

  117. Outstanding Equity Awards at 2025 Fiscal Year-End

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  118. Outstanding Equity Awards at 2025 Fiscal Year-End

    The FY24-26 Y1AOIM PSUs and FY24-26 Y2AOIM PSUs are included in this table based on actual performance of 74.1% and 97.6%, respectively, and will vest on November 15, 2026 subject to continued employment on such date. The FY23-25 rTSR PSUs, FY23-25 Y1AOIM PSUs , FY23-25 Y2AOIM PSUs, and FY23-25 Y3AOIM PSUs are included in this table based on actual performance of 77.9%, 82.9%, 74.1%, and 97.6%, respectively, which will vest on November 15, 2025, subject to continued employment on such date. (2) The potential payout dates for the unearned PSUs are as follows (shown at target). See “Compensation Discussion and Analysis – FY25 Executive Compensation Program – Long-Term Incentives” of this Proxy Statement for more details. The FY25-27 Y2AOIM PSUs, FY25-27 Y3AOIM PSUs, and FY24-26 Y3AOIM PSUs are not included in this table because the performance goals for such awards have not been established and, as a result, are not considered granted for accounting and disclosure purposes until the respective performance goals are established.

  119. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Grant | Performance | Potential Payout Date | | | | Name | Date | Period | 11/15/26 | 11/15/27 | Total | | Denise A. Paulonis | | | | | | | FY25-27 rTSR PSUs | 11/06/24 | FY25-27 | | 83,208 | 83,208 | | FY24-26 rTSR PSUs | 11/01/23 | FY24-26 | 117,786 | | 117,786 | | Marlo M. Cormier | | | | | | | FY25-27 rTSR PSUs | 11/06/24 | FY25-27 | | 15,129 | 15,129 | | FY24-26 rTSR PSUs | 11/01/23 | FY24-26 | 23,557 | | 23,557 | | John H. Goss | | | | | | | FY25-27 rTSR PSUs | 11/06/24 | FY25-27 | | 15,129 | 15,129 | | FY24-26 rTSR PSUs | 11/01/23 | FY24-26 | 21,202 | | 21,202 | | Mark G. Spinks | | | | | | | FY25-27 rTSR PSUs | 11/06/24 | FY25-27 | | 15,129 | 15,129 | | FY24-26 rTSR PSUs | 11/01/23 | FY24-26 | 21,202 | | 21,202 | | Scott C. Sherman | | | | | | | FY25-27 rTSR PSUs | 11/06/24 | FY25-27 | | 11,347 | 11,347 | | FY24-26 rTSR PSUs | 11/01/23 | FY24-26 | 13,546 | | 13,546 |

  120. Outstanding Equity Awards at 2025 Fiscal Year-End

    (3) Value based on the closing price for shares of our Common Stock on September 30, 2025 of $16.28.

  121. Option Exercises and Stock Vested IN FY25

    Option Exercises and Stock Vested IN FY25 The following table contains information about stock options exercised, stock vested and the value realized by the NEOs during FY25:

  122. Option Exercises and Stock Vested IN FY25

    | | Option Awards | | Stock Awards (1) | | | | Number of Shares | Valued Realized | Number of Shares | Value Realized | | | Acquired on Exercise | on Exercise | Acquired on Vesting | on Vesting | | Name | (#) | ($) | (#) | ($) | | Denise A. Paulonis | — | — | 312,423 | 4,191,855 | | Marlo M. Cormier | — | — | 55,413 | 743,088 | | John H. Goss | — | — | 45,023 | 603,758 | | Mark G. Spinks | — | — | 45,023 | 603,758 | | Scott C. Sherman | — | — | 33,391 | 447,773 |

  123. Option Exercises and Stock Vested IN FY25

    Value realized on vesting for RSUs and earned PSUs is equal to the closing price for shares of our Common Stock on the date of vesting multiplied by the number of shares acquired upon vesting. The “Number of Shares Acquired on Vesting” and the “Value Realized on Vesting” include shares that were withheld for taxes at the time of vesting.

  124. Option Exercises and Stock Vested IN FY25

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  125. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The following table summarizes the estimated value of the payments and benefits that each of our NEOs would receive upon termination of employment under various circumstances or a change-in-control. The amounts shown assume that the triggering event (termination of employment or a change-in-control) occurred on September 30, 2025. The amounts presented in the following table do not reflect amounts the NEO earned or accrued prior to the triggering event, such as previously vested equity awards. For information about these previously earned and accrued amounts, see the “Summary Compensation Table”, “Outstanding Equity Awards at 2025 Fiscal Year-End” table and “Option Exercises and Stock Vested in FY25” table of this Proxy Statement.

  126. Potential Payments Upon Termination or Change-in-Control

    | | | | | Change-in- | | | | | | | Control with | Termination | | | Death or | | Change-in- | Qualified | for Any Other | | | Disability | Retirement | Control | Termination | Reason | | Name and Potential Payment Type | ($) | ($)(1) | ($)(2)(8) | ($)(2)(3)(9) | ($)(10) | | Denise A. Paulonis | | | | | | | FY25 Bonus (4) | 1,868,432 | — | — | 1,868,432 | — | | Severance (5) | — | — | — | 4,638,364 | — | | Equity Awards (6) | 9,391,873 | — | — | 16,200,812 | — | | Health and Welfare Benefits (7) | — | — | — | 17,804 | — | | Total | 11,260,305 | — | — | 22,725,412 | — | | Marlo M. Cormier | | | | | | | FY25 Bonus (4) | 488,311 | — | — | 488,311 | — | | Severance (5) | — | — | — | 1,977,457 | — | | Equity Awards (6) | 1,837,627 | — | — | 3,141,941 | — | | Health and Welfare Benefits (7) | — | — | — | 46,339 | — | | Total | 2,325,938 | — | — | 5,654,048 | — | | John H. Goss | | | | | | | FY25 Bonus (4) | 426,186 | 426,186 | — | 426,186 | — | | Severance (5) | — | — | — | 1,705,078 | — | | Equity Awards (6) | 1,803,315 | — | — | 2,836,724 | — | | Health and Welfare Benefits (7) | — | — | — | 34,517 | — | | Total | 2,229,501 | 426,186 | — | 5,002,505 | — | | Mark G. Spinks | | | | | | | FY25 Bonus (4) | 399,138 | 399,138 | — | 399,138 | — | | Severance (5) | — | — | — | 1,663,160 | — | | Equity Awards (6) | 1,803,315 | 2,501,450 | — | 2,836,724 | — | | Health and Welfare Benefits (7) | — | — | — | 35,463 | — | | Total | 2,202,453 | 2,900,588 | — | 4,934,485 | — | | Scott C. Sherman | | | | | | | FY25 Bonus (4) | 368,309 | — | — | 368,309 | — | | Severance (5) | — | — | — | 1,541,703 | — | | Equity Awards (6) | 1,271,747 | — | — | 2,002,993 | — | | Health and Welfare Benefits (7) | — | — | — | 46,793 | — | | Total | 1,640,056 | — | — | 3,959,798 | — |

  127. Potential Payments Upon Termination or Change-in-Control

    (1) Mr. Spinks was eligible for retirement for purposes of both AIP and stock awards, and Mr. Goss was eligible for retirement for purposes of AIP only, in each case as of September 30, 2025. For purposes of the severance agreements, a “change-in-control” generally includes: (i) the acquisition by any person of 20% or more of the voting power of our outstanding Common Stock; (ii) a change in the majority of the incumbent Board of Directors; (iii) certain reorganizations, mergers or consolidations of us involving a change of ownership of 50% or more of our Common Stock or sales of substantially all of our assets; or (iv) stockholder approval of our complete liquidation or dissolution.

  128. Potential Payments Upon Termination or Change-in-Control

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  129. Potential Payments Upon Termination or Change-in-Control

    For purposes of this table, a qualified termination means termination without cause or a resignation for good reason within 24 months following a change-in-control. “Good reason” generally includes: (i) a material diminution in authority, duties or responsibilities of the executive or the supervisor to whom the executive reports; (ii) a material reduction in the executive’s base salary; (iii) a material reduction in the budget over which the executive retains authority; (iv) a relocation of the executive’s principal location by more than 20 miles; or (v) any other material breach of the severance agreement. “Cause” generally includes: (i) the executive’s uncured demonstrably willful and deliberate material breach of duties and responsibilities, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company; and (ii) the executive’s commission of a felony involving moral turpitude. Reflects the current fiscal year AIP award payout, which was not yet paid as of September 30, 2025. (5) Reflects a severance payment of 1.99 times the NEO’s base salary as of the end of FY25 plus 1.99 times the average of the NEO’s AIP award payouts for the previous five fiscal years (excluding FY25), payable in a lump sum. Because she commenced employment in FY20, an annualized bonus was used for FY20 for Ms. Cormier. (6) Reflects the estimated value of unvested in-the-money stock options, PSUs and RSUs based on the closing price per share of our Common Stock on September 30, 2025 of $16.28. For purposes of this calculation, unvested stock options having a value less than $16.28 have a value of $0. For PSUs, calculations are based on the following: (i) in the case of death, disability, or retirement, 100% of the target number of units for the FY25-27 rTSR PSUs and FY24-26 rTSR PSUs, 77.9% of the target number of units for the FY23-25 rTSR PSUs, 82.9% of the target number of units for the FY23-25 Y1AOIM PSUs, 74.1% of the target number of units for the FY23-25 Y2AOIM PSUs, 97.6% of the target number of units for the FY23-25 Y3AOIM PSUs, 74.1% of the target number of units for the FY24-26 Y1AOIM PSUs, 97.6% of the target number of units for the FY24-26 Y2AOIM PSUs, and 97.6% of the target number of units for the FY25-27 Y1AOIM PSUs; and (ii) in the case of a change-in-control with qualified termination, 100% of the target number of units for the FY25-27 rTSR PSUs, FY24-26 rTSR PSUs and FY23-25 rTSR PSUs, 82.9% of the target number of units for the FY23-25 Y1AOIM PSUs, 74.1% of the target number of units for the FY23-25 Y2AOIM PSUs, 97.6% of the target number of units for the FY23-25 Y3AOIM PSUs, 74.1% of the target number of units for the FY24-26 Y1AOIM PSUs, 97.6% of the target number of units for the FY24-26 Y2AOIM PSUs, and 97.6% of the target number of units for the FY25-27 Y1AOIM PSUs, per the terms of the award agreements. The impact of each scenario on outstanding stock options, PSUs and RSUs is described in the following table:

  130. Potential Payments Upon Termination or Change-in-Control

    | Equity Award Type | Death or Disability | Retirement (a) | Change-in- Control with Qualified Termination | Termination for Any Other Reason | | Options | Accelerated Vesting (Next Tranche Only) | Continues to Vest up to 36 Months | Accelerated Vesting (All) | Forfeited | | PSUs | In Progress, Prorated (Based on Actual Performance); Not in Progress, Forfeited | In Progress, Prorated (Based on Actual Performance); Not in Progress, Forfeited | rTSR PSUs, Accelerated Vesting (All at Target); All Other PSUs (In Progress, Based on Actual Performance; Not in Progress, Forfeited) | Forfeited | | RSUs | Accelerated Vesting (Next Tranche Only) | Continues to Vest up to 36 Months | Accelerated Vesting (All) | Forfeited |

  131. Potential Payments Upon Termination or Change-in-Control

    (a) Assuming the NEO agrees to restrictive covenants. If the NEO does not agree to restrictive covenants, then the NEO will forfeit his or her unvested equity awards. (7) Reflects the cost of continued health and welfare benefits for 24 months, based on (i) our portion of the projected cost of the benefits (the NEO pays the employee cost for such coverage) and (ii) the level of coverage selected by the NEO. Assuming stock options, RSUs and PSUs awarded pursuant to the 2010 and 2019 Omnibus Incentive Plans are assumed by the acquirer. If, instead, the stock options, RSUs and PSUs were not assumed by the buyer, then such awards would be canceled in in exchange for a cash payment (based upon the difference between the price per share offered in connection with the change-in-control and the exercise price, in the case of stock options). The estimated value of such awards is reflected in the “Change-in-Control with Qualified Termination” column of this table.

  132. Potential Payments Upon Termination or Change-in-Control

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  133. Potential Payments Upon Termination or Change-in-Control

    Pursuant to the terms of the severance agreements, any payments to the executive under such agreements will be reduced so that the present value of such payments plus any other “parachute payments” as determined under Section 280G of the Internal Revenue Code will not, in the aggregate, exceed 2.99 times the executive’s average taxable income from us over the five-year period ending prior to the year in which a change-in-control occurs. However, no such reduction will apply to payments that do not constitute “excess parachute payments” under Section 280G of the Internal Revenue Code. If the executive terminates employment with the Company for any reason other than death or disability, retirement or a change-in-control with a qualified termination, then such executive will not be entitled to any payments or benefits in connection with such termination.

  134. Potential Payments Upon Termination or Change-in-Control

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  135. Ceo Pay Ratio

    Ceo Pay Ratio The CEO pay ratio figures below are a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported below should not be used as a basis for comparison between companies. The employee we identified as the median employee in FY24 is no longer employed by the Company. As a result, we identified a new median employee for FY25. Our median employee determination date was July 1, 2025, which was within the last three months of FY25, as required by the pay ratio rule. We determined that the Company and its consolidated subsidiaries had 26,867 employees as of July 1, 2025. To determine our median employee, we used W-2 “gross pay” as our consistently applied compensation measure. We then annualized gross pay for permanent employees who commenced work during FY25 and any employees who were on temporary leave for a portion of FY25. From the considered population, we identified the median employee and determined their annual total compensation using the same methodology we use for our NEOs as set forth in the Summary Compensation Table included in this Proxy Statement. For FY25, the total annual compensation of our CEO was $9,112,619 and the median employee’s total annual compensation was $17,080. Accordingly, the ratio of CEO pay to median employee pay was 534:1.

  136. Ceo Pay Ratio

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  137. Pay versus Performance

    Pay versus Performance The following table shows the compensation actually paid ("CAP") (as defined by the SEC in Item 402(v) of Regulation S-K) for our NEOs and our financial performance for the fiscal years shown.

  138. Pay versus Performance

    | | CEO (1) | | Other NEOs (1) | | | | | | | Fiscal Year | Summary Compensation Table Total (2) | Compensation Actually Paid (3) | Average Summary Compensation Table Total (2) | Average Compensation Actually Paid (3) | Total Shareholder Return (4) | Peer Group Total Shareholder Return (5) | Net Income (Millions) (6) | AOI (Millions) (7) | | 2025 | $9,112,619 | $12,550,325 | $2,051,569 | $2,629,824 | $187.34 | $210.22 | $195.9 | $328.4 | | 2024 | $7,538,897 | $12,772,501 | $1,711,129 | $2,546,032 | $156.16 | $143.51 | $153.4 | $314.6 | | 2023 | $7,230,935 | $2,854,742 | $1,634,032 | $857,188 | $96.43 | $94.71 | $184.6 | $340.8 | | 2022 | $8,363,154 | $6,267,042 | $1,286,427 | $575,679 | $144.99 | $82.42 | $183.6 | $391.3 | | 2021 | $6,723,259 | $5,734,028 | $1,407,832 | $1,781,613 | $193.90 | $124.60 | $239.9 | $461.1 |

  139. Pay versus Performance

    (1) NEOs included in these columns reflect the following individuals:

  140. Pay versus Performance

    | Fiscal Year | CEO | Other NEOs | | 2025 | Denise A. Paulonis | Marlo M. Cormier, John H. Goss, Mark G. Spinks, Scott C. Sherman | | 2024 | Denise A. Paulonis | Marlo M. Cormier, John H. Goss, Mark G. Spinks, Scott C. Sherman | | 2023 | Denise A. Paulonis | Marlo M. Cormier, John H. Goss, Mark G. Spinks, Mary Beth Edwards | | 2022 | Denise A. Paulonis | Marlo M. Cormier, John H. Goss, Mark G. Spinks, Mary Beth Edwards, Pam K. Kohn | | 2021 | Christian A. Brickman | Marlo M. Cormier, John H. Goss, Mark G. Spinks, Pam K. Kohn, Aaron E. Alt |

  141. Pay versus Performance

    (2) Amounts reflect Summary Compensation Table Total for our NEOs for each corresponding year. (3) The following table illustrates the adjustments to the Summary Compensation Table Total for our CEO as well as the average for our other NEOs ("Other NEOs"), to determine "compensation actually paid", as computed in accordance with Item 402(v). Amounts do not reflect actual compensation earned by or paid to our NEOs during the applicable year.

  142. Pay versus Performance

    | Reconciliation of Fiscal Year 2025 Summary Compensation Table | | Average | | Total to Compensation Actually Paid | CEO | Other NEOs | | Summary Compensation Table Total | $9,112,619 | $2,051,569 | | Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | $6,000,116 | $1,016,521 | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | $7,556,811 | $1,280,610 | | Plus: Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | $1,931,243 | $321,320 | | Plus: Fair Value at Vesting of Option and Stock Awards Granted and Vested in Same Fiscal Year | $0 | $0 | | Plus: Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | -$50,233 | -$7,154 | | Minus: Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | | Compensation Actually Paid | $12,550,325 | $2,629,824 |

  143. Pay versus Performance

    For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718. For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this proxy statement. The assumptions used in calculating the fair value of the Option and Stock Awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table for the applicable year, except that the fair value calculations of (i) the options granted on October 1, 2021 used an estimated term of 3.00 years in FY25, as compared to an estimated term of 6.00 years used to calculate the grant date fair value of such awards, and (ii) the FY23-25 AOIM PSU, FY24-26 AOIM PSU, and FY25-27 AOIM PSU awards had payouts below target in FY25, in each case as compared to the grant date fair value calculations which assumed a payout at target. TSR represents the cumulative return on a fixed investment of $100 in the common stock of Sally Beauty Holdings, Inc., for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends.

  144. Pay versus Performance

    | SALLYBEAUTY HOLDINGS, INC. | 85 | 2025 Proxy Statement |

  145. Pay versus Performance

    Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the Dow Jones U.S. Specialty Retailers Index for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends. The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. (7) AOI is our Company Selected Measure. Please see “Compensation Discussion and Analysis — FY25 Executive Compensation Program — Annual Incentive” section of this CD&A for AOI definition. Please see Appendix 1 for a reconciliation to the most directly comparable GAAP financial measure.