Sally Beauty Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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(Name of Registrant as Specified In Its Charter)

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3001 Colorado Boulevard, Denton, Texas 76210

LETTER FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

To our stockholders,

In fiscal 2024 we delivered operational improvements across both our Sally and BSG business segments, driven by our actions around performance marketing, product innovation, digital marketplaces, expanded distribution and new services. These efforts and our other strategic initiatives continued to mature and gain traction as we progressed through the year, building momentum and strengthening our sales performance in the second half of the year and our profit performance in the final quarter of the year. We generated strong cash flow from operations for the full year, which we deployed to complete a key acquisition for BSG, invest in our strategic initiatives, further reduce our debt levels, and return cash to our stockholders by repurchasing over five million shares in 2024.

A few notable operational successes in fiscal 2024 include: building new and lasting relationships with customers through effective engagement, education and marketing initiatives; driving growth and customer engagement in both Sally and BSG through product innovation across third party and owned brands; expanding our marketplace initiative that is fueling digital sales growth and attracting new customers to the Sally brand through our partnerships with high-visibility platforms, including Amazon, DoorDash, Instacart and Walmart; and completing the strategic acquisition of Exclusive Beauty Supplies of Florida, which expands BSG’s distribution rights for key brands like Moroccanoil, Olaplex, Rusk and Verb.

A Look Ahead

We are pleased to be entering fiscal 2025 from a position of operational and financial strength at both Sally and BSG.

It is evident that our commitment to our core pillars is working. Our priorities in fiscal 2025 are clear: we will be focusing on several initiatives under our strategic pillars of Enhancing our Customer Centricity, Growing our High Margin Own Brands and Amplifying Innovation, and Increasing the Efficiency of our Operations. These initiatives include a Sally Beauty brand refresh designed to move us from a trusted beauty supplier to a more dynamic beauty powerhouse, and a pilot store refresh designed to reimagine Sally stores and create a new shopping experience that inspires customers to find joy in their beauty journey from discovery to results. Our 2025 priorities also include continuing the momentum of Licensed Colorist on Demand (our high-touch professional consultation service), furthering product innovation at Sally and BSG, and expanding our Happy Beauty Co. concept pilot. These efforts, as well as improvements to our overall profitability, will be aided by our Fuel for Growth Program which we expect to drive cumulative gross margin and SG&A benefits of approximately $70 million by the end of fiscal 2025, building on the $28 million benefit in fiscal 2024.

We have confidence that our industry leadership position, talented teams and strong cash flow will continue to provide us with the flexibility to define our future and return value to you, our stockholders.

Annual Meeting Details

You are invited to attend the annual meeting of stockholders of SBH, to be held virtually on Friday, January 24, 2025 at 9:00 a.m., central time. Details of the business to be conducted at the annual meeting are given in the Official

Notice of the Meeting, Proxy Statement, and form of proxy enclosed with this letter. We encourage you to vote in advance so that we will know that we have a quorum of stockholders for the meeting.

It is important that your shares be represented and voted whether you plan to attend the annual meeting. Your prompt vote over the Internet, by telephone via toll-free number or by mailing a written proxy will save us the expense and extra work of additional proxy solicitation. Voting by any of these methods at your earliest convenience will ensure your representation at the annual meeting.

On behalf of the SBH team, I would like to express our appreciation for your continued investment in SBH.

Denise Paulonis

Director, President and Chief Executive Officer

December 11, 2024

SALLY BEAUTY

HOLDINGS, INC.

3001 Colorado Boulevard, Denton, Texas 76210

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To our stockholders:

The annual meeting of stockholders of Sally Beauty Holdings, Inc. (the “Company”) will be held virtually on Friday, January 24, 2025, at 9:00 a.m., central time, for the purpose of considering and acting upon the following:

Only stockholders of record at the close of business on November 25, 2024 will be entitled to receive notice of and to vote at the meeting and any adjournment or postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on January 24, 2025:

The Proxy Statement and the 2024 Annual Report to stockholders are available at:

www.edocumentview.com/sbh

By Order of the Board of Directors,

Cade Newman

Corporate Secretary

December 11, 2024

IMPORTANT:

We urge you to vote your shares at your earliest convenience to ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by telephone via toll-free number or by signing, dating, and returning the enclosed proxy card will save us the expense and extra work of additional solicitation. If your shares are held in street name by a bank, broker or other similar holder of record, your bank, broker or other similar holder of record is not permitted to vote on your behalf on Proposal 1 (election of directors), Proposal 2 (approval of an advisory resolution regarding the compensation of the Company’s named executive officers, including the Company’s compensation practices and principles and their implementation), Proposal 3 (approval of the Sally Beauty Holdings, Inc. 2025 Omnibus Incentive Plan) or Proposal 5 (stockholder proposal) unless you provide specific instructions by completing and returning a voting instruction form or following the voting instructions provided to you by your bank, broker or other similar holder of record. Enclosed is an addressed, postage-paid envelope for those voting by mail in the United States. Because your proxy is revocable at your option, submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so. Please refer to the voting instructions included on your proxy card or the voting instructions forwarded by your bank, broker, or other similar holder of record if you hold your shares in street name.