Form 4: Sally Beauty Executive Earns 69,578 Restricted Stock Units

Mark Gregory Spinks, President of Beauty Systems Group at Sally Beauty Holdings, Inc., reported the acquisition of 69,578 Restricted Stock Units following the achievement of performance targets.

Summary

• Mark Gregory Spinks, President of Beauty Systems Group at Sally Beauty Holdings, Inc. (SBH), acquired a total of 69,578 Restricted Stock Units (RSUs) on November 5, 2025.
• These RSUs convert into common stock on a one-for-one basis.
• 12,132 RSUs were earned from performance stock units (PSUs) granted on November 2, 2022, based on the achievement of relative total shareholder return (rTSR) goals over a three-year period ending September 30, 2025. These will be paid out on November 15, 2025.
• 5,067 RSUs were earned from PSUs granted on November 2, 2022, based on the achievement of adjusted operating income margin (AOIM) goals for the third one-year performance period (October 1, 2024, to September 30, 2025). These will be paid out on November 15, 2025.
• 10,346 RSUs were earned from PSUs granted on November 1, 2023, based on the achievement of AOIM goals for the second one-year performance period (October 1, 2024, to September 30, 2025). These will be paid out on November 15, 2026.
• 7,383 RSUs were earned from PSUs granted on November 6, 2024, based on the achievement of AOIM goals for the first one-year performance period (October 1, 2024, to September 30, 2025). These will be paid out on November 15, 2027.
• An additional 34,650 RSUs were acquired, which will vest in three equal installments on November 15, 2026, November 15, 2027, and November 15, 2028.

Sentiment

Score: 7

Explanation: The earning of performance-based equity awards indicates successful achievement of company performance targets, which is a positive signal for the company's operational and shareholder return metrics. This aligns executive incentives with shareholder value creation.

Positives

• Mark Gregory Spinks earned a significant number of performance stock units (PSUs), indicating the achievement of company performance goals related to relative total shareholder return (rTSR) and adjusted operating income margin (AOIM).
• The Compensation and Talent Committee certified the achievement of these performance goals, validating the company's performance against set targets.
• The grants align the executive's interests with those of shareholders through equity ownership.

Risks

• The value of the earned RSUs is subject to the future market price fluctuations of Sally Beauty Holdings, Inc. common stock.
• Future performance goals may not be met, impacting potential future PSU earnings.

Future Outlook

The acquired Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) will convert to common stock and be paid out or vest on various dates between November 15, 2025, and November 15, 2028, subject to the terms of the grants.

Industry Context

This filing reflects standard executive compensation practices within publicly traded companies, where equity awards like RSUs and PSUs are used to incentivize management and align their interests with long-term shareholder value. The specific performance metrics (rTSR, AOIM) are common in retail and consumer goods sectors for evaluating executive performance.

Comparison to Industry Standards

• The use of performance-based equity awards (PSUs tied to rTSR and AOIM) is a common practice in executive compensation across various industries, including retail and beauty, to link executive pay directly to company performance and shareholder returns.
• The multi-year vesting schedules for RSUs and PSUs are standard for retaining executives and encouraging long-term strategic focus, comparable to practices at companies like Ulta Beauty, Estée Lauder, or L'Oréal.
• The certification of performance goals by a Compensation and Talent Committee is a standard corporate governance practice to ensure objectivity and compliance in executive compensation.

Corporate Governance

Related Party Transactions

• The acquisition of Restricted Stock Units and Performance Stock Units by Mark Gregory Spinks, an officer of Sally Beauty Holdings, Inc., represents a compensation transaction between the company and a related party (executive).

Stakeholder Impact

• Shareholders: The earning of PSUs suggests the company met certain performance targets (rTSR, AOIM), which could be viewed positively. However, the issuance of new shares upon conversion will result in minor dilution.
• Employees: May signal a positive performance culture if executives are achieving targets.
• Management: Mark Gregory Spinks benefits directly from the earned equity, aligning his financial interests with the company's long-term success.

Next Steps

• Payout of 2022 rTSR and AOIM PSUs on November 15, 2025.
• Payout of 2023 AOIM PSUs on November 15, 2026.
• Payout of 2024 AOIM PSUs on November 15, 2027.
• Vesting of 34,650 RSUs in three equal installments on November 15, 2026, November 15, 2027, and November 15, 2028.

Key Dates

Keywords

Sally Beauty Holdings, SBH, Restricted Stock Units, Performance Stock Units, Executive Compensation, Insider Transaction, Form 4, Mark Gregory Spinks, Beauty Systems Group, rTSR, AOIM