Sally Beauty Holdings Inc

Proxies are being solicited by the Board of Directors of Sally Beauty Holdings, Inc. (NYSE: SBH) (“we,” “us,” or the “Company”) to be voted at our 2025 Annual Meeting. This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

ANNUAL MEETING OF STOCKHOLDERS

On or about December 11, 2024, we will mail a Notice of Internet Availability of Proxy Materials to our stockholders of record as of the Record Date. The Notice contains instructions on how to access over the internet the Company’s Notice of Annual Meeting of Stockholders, Proxy Statement, form of proxy and Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (FY24).

VOTING MATTERS

DIRECTOR NOMINEES

Nine nominees are standing for election at the 2025 Annual Meeting forone-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.

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 2026 annual meeting. The Board recommends a vote FOR each nominee.

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BOARD NOMINEES SNAPSHOT

FY24 PERFORMANCE

(1) Please see “Executive Compensation — Compensation Discussion and Analysis — FY24 Executive Compensation Program — Annual Incentive” section for Comparable Sales and Adjusted Operating Income (“AOI”) definition. (2) Information in this Proxy Statement includes discussion of financial metrics that are not calculated in accordance with U.S. GAAP, including AOI, AOIM and Adjusted Diluted EPS. Please see Appendix 1 for a reconciliation of these measures to financial measures derived in accordance with U.S. GAAP. (3) 3-Year Average Return on Invested Capital (“ROIC”) is defined as net income plus after-tax interest expense divided by monthly invested capital over the three-year performance period.

• Net Sales were $3.72 billion, a 0.3% decrease over the prior year. • Global E-Commerce Sales were $364 million and represented 9.8% of total net sales. • GAAP operating earnings of $283 million and GAAP operating margin of 7.6%, Adjusted Operating Earnings of $315 million and Adjusted Operating Margin of 8.5%. • Repurchased 5.1 million shares at an aggregate cost of $60 million.

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FY24 STRATEGIC OBJECTIVES AND ACCOMPLISHMENTS

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FY24 CORPORATE GOVERNANCE HIGHLIGHTS

FY24 SUSTAINABILITY HIGHLIGHTS – The Board continued its focus on advancing company-wide sustainability efforts, which are focused on the main areas where we can have a meaningful impact:

1)Associates

2)Culture and Belonging

3)Philanthropy and Community Impact:

4)Environmental Sustainability, Responsible Sourcing (Supply Chain): Made progress towards reducing our environmental impact by reducing energy usage and increasing energy efficiency

5)Data Privacy and Cybersecurity Oversight: Each quarter during FY24, our Chief Information Security Officer delivered detailed reports to the full Board on: risk identification and management strategies, cybersecurity strategy and governance structure, consumer data protection, risk mitigation activities, learnings from data security incidents of peer companies, results of third-party assessments and testing, and updates on associate training

FY24 STOCKHOLDER OUTREACH – During FY24, we engaged with investors and sell-side analysts by hosting numerous meetings, investor calls and attending investor conferences. We believe that listening to investors is essential to good governance and to the long-term sustainability of our company.

FY24 EXECUTIVE COMPENSATION HIGHLIGHTS – Highlights of our Named Executive Officer compensation program – including NEO Changes and Compensation Program Changes for FY24 and FY25 – are described in the CD&A section beginning on page 50.

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