UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: ~~June~~July 122, 2025

(Date of earliest event reported)

SALLY BEAUTY HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	1-33145	36-2257936
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3001 Colorado Boulevard, Denton, Texas		76210
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (800) 777-5706

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, $0.01 par value

     SBH

     New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.~~02 Departure~~03 Amendments ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ofFiscal ~~Certain Officers~~Year.

~~Election~~On July 2, 2025, the Board of ~~Director~~Directors (the “Board”) of Sally Beauty Holdings, Inc. (the “Company”) adopted and approved the Amended and Restated By-Laws of the Company (the “Amended and Restated By-Laws”), effective July 2, 2025. The amendments in the Amended and Restated By-Laws, among other things:

•

OnEnhance ~~June~~procedural ~~12,~~mechanics ~~2025,~~and ~~the~~disclosure ~~Board~~requirements applicable to stockholder nominations of ~~Directors~~directors and submissions of proposals regarding other business at stockholder meetings (excluding proposals submitted pursuant to Rule 14a-8 under the ~~“Board”)~~Securities ofand ~~Sally~~Exchange ~~Beauty~~Act ~~Holdings~~of 1934, ~~Inc.~~as amended (the “~~Company~~Exchange Act”)), ~~elected~~including ~~Max~~by ~~Rangel~~defining tocertain ~~the~~terms ~~Board.~~and ~~Mr.~~requiring ~~Rangel~~disclosure ~~has~~of ~~also~~relationships ~~been~~of ~~named~~noticing tostockholders ~~the~~with ~~Nominating,~~other ~~Governance~~stockholders, ~~and~~entities ~~Corporate~~that ~~Responsibility~~provide ~~and~~financial ~~Compensation~~support for a nomination or proposal, and ~~Talent~~conflicts ~~Committees~~of interest of ~~the~~a ~~Board.~~noticing party;

•

~~Mr.~~Provide ~~Rangel~~that ~~will participate in~~ the Company’s ~~director~~may ~~compensation~~disregard ~~program.~~any Aproxies ~~complete~~or ~~description~~votes offor ~~the~~a ~~Company~~noticing stockholder’s ~~current~~ director ~~compensation~~nominees ~~program is set forth in the Sally Beauty Holdings~~if, ~~Inc.~~after ~~Amended~~such ~~and~~stockholder ~~Restated~~provides ~~Independent~~notice ~~Director Compensation Policy dated September 16, 2024, which is attached as Exhibit 10.1~~ to ~~this Current Report on Form 8-K and incorporated herein by reference. Mr. Rangel is not a party to any transaction with~~ the Company ~~that~~pursuant ~~would~~to beRule ~~reportable under Item 404(a) of Regulation S~~14a-K19 under the ~~Securities~~Exchange Act ~~of 1933~~, assuch ~~amended.~~stockholder ~~Mr.~~subsequently ~~Rangel~~fails ~~is not a party~~ to ~~any~~comply ~~material plan, contract, or arrangement in connection~~ with ~~his election to~~ the ~~Board.~~rule;

•

~~The~~Require ~~Board~~a ~~has~~stockholder ~~determined~~submitting ~~that~~a ~~Mr.~~nomination ~~Rangel~~or isproposal anfor ~~“independent~~other ~~director”~~business aspursuant ~~defined~~to ~~under~~ the ~~listing~~Amended ~~requirements~~and ofRestated By-Laws to update or supplement its notice to the ~~New~~Company ~~York~~as ~~Stock~~of ~~Exchange.~~specified dates;

•

~~The~~Clarify ~~press release announcing~~ the ~~appointment~~powers of ~~Mr. Rangel to~~ the Board isand ~~attached~~chair asof ~~Exhibit~~a ~~99.1~~stockholder meeting to ~~this~~regulate ~~Current~~conduct ~~Report~~at onsuch ~~Form~~meeting ~~8-K~~ and ~~incorporated~~to ~~herein~~adjourn bya ~~reference.~~meeting;

•

Require director candidates to complete a written questionnaire, make themselves available for interviews with members of the Board, and make a representation regarding any voting commitments, arrangements with other stockholders, and intent to serve as a director if elected; and

•

Make various other updates, including ministerial and conforming changes.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statement and Exhibits

(d)

Exhibit		Description
10.1		Sally Beauty Holdings, Inc. Independent Director Compensation Policy (amended and restated as of September 16, 2024).
3.1		Amended and Restated By-Laws of Sally Beauty Holdings, Inc., a Delaware corporation.
99.1		Press release dated June 18, 2025, announcing the appointment of Max Rangel to the Board of Directors of Sally Beauty Holdings, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SALLY BEAUTY HOLDINGS, INC.
June 18, 2025	By:	/s/ Denise Paulonis
July 9, 2025	By:	/s/ Denise Paulonis
		Name: Denise Paulonis
		Title: President and Chief Executive Officer

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