Form 4: Sally Beauty CFO converts RSUs; 29k shares withheld

SVP & CFO Marlo Michelle Cormier converted 77,496 RSUs/PSUs to common stock on Nov. 15, 2025, with 29,087 shares withheld at $14.18 for taxes, ending with 138,145 directly held shares.

Summary

• Reporting person: Platz Marlo Michelle Cormier, SVP & CFO of Sally Beauty Holdings, Inc. (SBH).
• On 11/15/2025, 77,496 shares of common stock were acquired at $0 via the conversion of RSUs/PSUs (transaction code M).
• On the same date, 29,087 shares were disposed of at $14.18 per share to cover taxes (transaction code F).
• Direct beneficial ownership after the transactions: 138,145 shares (direct).
• Outstanding unconverted RSUs following the transactions: 25,214 units tied to vesting through 11/15/2027 and 19,632 units tied to vesting through 11/15/2026.
• PSUs totaling 32,108 shares (15,366 + 5,451 + 4,873 + 6,418) were earned and vested on 11/15/2025.
• Vesting schedules include installments on 11/15/2023, 11/15/2024, 11/15/2025, 11/15/2026, and 11/15/2027.

Sentiment

Score: 5

Explanation: Neutral administrative insider activity with a net increase in holdings and PSU achievement; no operational or financial performance data.

Positives

• Net increase in insider equity ownership: +48,409 shares (77,496 acquired less 29,087 withheld).
• Achievement of performance goals evidenced by PSUs earned and vested on 11/15/2025 (32,108 shares).
• CFO retains a substantial stake post-transaction: 138,145 directly held shares, aligning incentives with shareholders.

Negatives

• 29,087 shares were disposed of at $14.18 to satisfy tax obligations (code F), reducing gross share issuance.
• Share issuance from equity awards increases the share count outstanding (typical for equity compensation).

Future Outlook

No forward-looking guidance is provided; the disclosure is limited to equity award vesting, conversion to common stock, and tax withholding.

Industry Context

Routine insider equity vesting and tax withholding are standard practices across U.S. public companies, including beauty and retail peers; this activity does not imply operational changes or strategic shifts.

Comparison to Industry Standards

• Timing and structure of RSU/PSU vesting align with typical annual cycles seen at peers like Ulta Beauty (ULTA) and other retailers, where November grant/vesting dates are common.
• Use of transaction code F (share withholding for taxes) is standard and avoids open-market sales, consistent with common practice across S&P 400 retailers.
• Post-transaction retention of a sizable direct position is consistent with governance expectations for senior executives in consumer discretionary firms.

Stakeholder Impact

• Shareholders: Net increase in CFO ownership (138,145 shares) aligns executive incentives with long-term performance.
• Employees: PSU vesting indicates targets were achieved under the company’s incentive plan.
• Market: Share withholding (code F) is not an open-market sale, minimizing trading impact.

Next Steps

• Remaining RSUs are scheduled to vest on 11/15/2026 and 11/15/2027, subject to continued service and award terms.

Key Dates

Keywords

Sally Beauty Holdings, SBH, Form 4, insider transaction, RSU, PSU, beneficial ownership, tax withholding, CFO, equity compensation