Sally Beauty Holdings, Inc.
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Nov 10, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2025-09-30; filed 2025-11-13.
0001193125-25-280122
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2026-09-30; filed 2026-11-10.
0001368458-26-000020
Item 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 94 previous paragraphs and 95 current paragraphs.
23 unchanged; 43 reworded; 27 added; 24 removed; 4 previous and 2 current paragraphs rearranged.
Tables are not compared: 7 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (27)
Current report
Our Company
Current report
Sally Beauty Holdings, Inc. is a leading international specialty retailer and distributor of professional beauty products, including hair color, hair care, styling tools, and nails. We operate through two reportable segments:
Current report
•Sally Beauty (“Sally”) – An omnichannel retailer offering professional-quality beauty products to retail consumers and salon professionals through company-operated stores and digital channels.
Current report
•Beauty Systems Group (“BSG”) – A distributor of professional beauty products exclusively to licensed beauty professionals and salons, operating through company-operated and franchised stores, salon business consultants (“SBCs”), and digital channels.
Current report
•Consolidated comparable sales increased 0.5% compared to the prior fiscal year;
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•Consolidated operating earnings decreased $1.4 million, or 0.4%, to $326.5 million. Operating margin was 8.7% compared to 8.9% in fiscal 2025, which included a $26.6 million gain on the sale of our former corporate headquarters;
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•Consolidated net earnings increased $4.2 million, or 2.1%, to $200.1 million;
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•Cash generated from operations supported the repayment of $80.0 million of debt and the repurchase of 7.5 million shares for $113.9 million under our Share Repurchase Program.
Current report
The macroeconomic environment remains uncertain and continues to affect consumer and stylist purchasing behavior and the cost of products and services. Although economic activity and consumer spending have remained relatively resilient overall, consumers continue to face pressure from inflation, borrowing costs, and uncertainty associated with evolving trade policies, tariffs, and geopolitical developments. These conditions continue to contribute to price sensitivity and value-oriented purchasing behavior, particularly with respect to discretionary products and additions to the shopping basket.
Current report
In response to these conditions, we remain focused on delivering value and convenience while differentiating our product assortment and customer experience. Within our Sally business, we continue to refine our promotional and performance marketing strategies, deepen personalization and loyalty engagement, expand our digital marketplace and delivery capabilities, and emphasize product innovation and relevant value offerings. Within our BSG business, expanded
Current report
28 - distribution rights and new brand innovation continue to enhance our assortment and support our ability to meet the evolving needs of professional stylists.
Current report
We continue to monitor inflation, tariffs, energy and other input costs, foreign currency exchange rates, interest rates, and changes in consumer and stylist demand. Our mitigation efforts include sustaining operational efficiencies achieved through our Fuel for Growth program, optimizing sourcing and promotional strategies, managing pricing and product mix, and expanding our digital and delivery partnerships. While these actions have helped mitigate certain macroeconomic pressures, the magnitude and duration of these conditions, and their ultimate effects on consumer demand, product costs, and our results of operations remain difficult to predict.
Current report
Sally. Sally’s gross profit increased primarily as a result of higher net sales.
Current report
Sally. Sally’s SG&A expenses increased $22.2 million, or 2.3%, in fiscal 2026, including a $3.5 million unfavorable foreign currency impact from the weakening of the U.S. dollar against currencies in our international operations. SG&A expenses as a percent of sales were flat compared to the prior year and reflected higher labor and other compensation-related expenses and rent expenses, offset by prior year non-cash impairment charges and expenses associated with our Fuel for Growth initiative.
Current report
BSG. BSG’s SG&A expenses decreased $2.2 million, or 0.5%, to $439.7 million for 2026. This decrease was primarily due to lower depreciation and amortization expenses and lower labor and other compensation-related expenses, partially offset by higher rent expense.
Current report
Our effective tax rate was 25.9% in 2026 and 25.6% in 2025. The increase in the effective tax rate was primarily attributable to a reduction in income tax credits.
Current report
Liquidity and Capital Resources
Current report
Cash Flows
Current report
Cash used in investing activities increased in fiscal 2026 primarily due to higher capital expenditures, including the build out of our new corporate headquarters and investments in stores through our Sally Ignited initiative, as well as the absence of proceeds from the sale of our former corporate headquarters received in fiscal 2025.
Current report
(a)Includes excise taxes. Excise taxes do not impact the amount available for repurchase under our Share Repurchase Program.
Current report
Net cash used in financing activities increased primarily due to repurchasing more shares under our Share Repurchase Program, partially offset by a lower level of discretionary repayments of our term loan B in 2026.
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Contractual Obligations
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Off-Balance Sheet Financing Arrangements
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Critical Accounting Estimates
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Income Taxes
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Based on the qualitative assessment performed in fiscal 2026, we determined that it was not more likely than not that the fair values of the Sally and BSG reporting units were less than their respective carrying amounts. Accordingly, no goodwill impairment was recognized.
Current report
Recent Accounting Pronouncements
Removed paragraphs (24)
Previous report
Consolidated comparable sales for the fiscal year increased 0.3% compared to the prior fiscal year;
Previous report
Consolidated operating earnings for the fiscal year increased $45.1 million, or 15.9%, to $327.8 million. Operating margin increased 130 basis points to 8.9% compared to the prior fiscal year;
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Consolidated net earnings for the fiscal year increased $42.5 million, or 27.7%, to $195.9 million;
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Total debt reduction of $119.0 million and the repurchase of 5.0 million shares under our share repurchase program through the use of excess cash.
Previous report
The macroeconomic environment remains uncertain, continuing to influence global inflationary pressures driven by shifting trade policies and recent tariff volatility. These factors are affecting both consumer and stylist shopping behaviors, as well as the cost of products and services. Although inflation has moderated, our customers are still experiencing inflation fatigue and heightened price sensitivity.
Previous report
In response to this evolving economic climate, we are deepening our focus on personalization and refining our performance marketing strategies to stay closely aligned with changing customer needs and purchasing patterns. In addition, innovation in our product assortment and expansion of our distribution rights is benefiting our BSG business.
Previous report
We remain vigilant in monitoring inflationary challenges and are actively implementing measures to mitigate their impact. These include driving operational efficiencies through our Fuel for Growth program, optimizing promotional strategies, and expanding partnerships with delivery service providers. While these initiatives have helped offset some macroeconomic headwinds, the long-term effects of inflation remain difficult to predict.
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(a)
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(a)
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(a)
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Sally. Sally’s gross profit increase was a result of a higher gross margin, partially offset by lower net sales. Sally’s gross margin improvement was primarily driven by higher product margins, resulting from enhanced promotional strategies and benefits from our Fuel for Growth initiative, lower distribution and freight costs and lower shrink, partially offset by an inventory write-off in our European operations in connection with our Fuel for Growth initiative.
Previous report
Sally. Sally’s SG&A expenses increased $22.3 million, or 2.4%, to $945.9 million for fiscal year 2025, which includes the favorable impact from foreign exchange rates of $12.9 million due to the weakening of the U.S. Dollar compared to currencies in our foreign operations. As a percentage of Sally net sales, SG&A for fiscal year 2025 was 45.2% compared to 43.8% for fiscal year 2024. This increase as a percentage of sales was primarily due to increased labor and other compensation-related expenses, deleveraging resulting from lower net sales, and impairment charges related to certain trade names (non-cash expense of $4.5 million), partially offset by cost savings from our Fuel for Growth initiative.
Previous report
BSG. BSG’s SG&A expenses decreased $12.2 million, or 2.7%, to $441.9 million for fiscal year 2025 and includes a favorable impact from foreign exchange rates of $0.8 million. As a percentage of BSG net sales, SG&A for fiscal year 2025 was 27.5% compared to 28.2% for fiscal year 2024. This decrease was primarily due to lower depreciation and delivery expenses, and savings generated from our Fuel for Growth initiative.
Previous report
Share Repurchase Programs
Previous report
Historical Cash Flows
Previous report
The decrease in net cash used by investing activities for fiscal year 2025, compared to fiscal year 2024, was primarily the result of receiving $43.6 million from the sale of our corporate headquarters, a decrease in cash used for acquisitions by $4.9 million, and receiving $3.1 million related to the divesture of our operations in Spain.
Previous report
Net cash used by financing activities increased primarily due to the higher net paydown of our long-term debt in the current year compared to the prior year, partially offset by lower costs for debt issuance and fewer shares repurchased in the current year under our share repurchase program.
Previous report
(a)
Previous report
Long-term debt obligations include future interest payments on our debt outstanding as of September 30, 2025. The amounts shown above do not include deferred debt issuance costs reflected in our consolidated balance sheets, nor do they include the impact of any interest paid or received from the impact of our interest rate swap.
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(b)
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(c)
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(d)
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(e)
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During fiscal year 2025, we determined that no triggering events had occurred, as both internal and external facts and circumstances, including revenues in fiscal year 2025 versus prior projections and prior weighted-average cost of capital, continued to see improvement from the end of September 2023, the last time we performed a quantitative analysis. At the end of September 2023, we determined that a triggering event had occurred, due to the decline in the Company's share price and market capitalization at the end of fiscal year 2023, among other factors. As a result, we conducted a quantitative assessment at September 30, 2023 and determined that no impairment existed for our Sally or BSG reporting units.
Reworded paragraphs (43)
Previous wording
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS
Current wording
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Previous wording
The following section discusses management’s view of the Company’s financial condition and results of operations for fiscal year 2025 compared to fiscal year 2024. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, for a discussion of the financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023. This section should be read in conjunction with the audited consolidated financial statements of the Company and the related notes included elsewhere in this Annual Report. This Management’s Discussion and Analysis of Financial Condition and Results of Operations section may contain forward-looking statements. See “Cautionary Notice Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause results to differ materially from those reflected in such forward-looking statements.
Current wording
The following section discusses management’s view of the Company’s financial condition and results of operations for fiscal year 2026 compared to fiscal year 2025. This section should be read in conjunction with the audited consolidated financial statements of the Company and the related notes included elsewhere in this Annual Report. Our fiscal year ends on September 30 of each year (fiscal year 2026 ended on September 30, 2026). Unless otherwise stated, years in this discussion refer to fiscal years rather than calendar years. This Management’s Discussion and Analysis of Financial Condition and Results of Operations section may contain forward-looking statements. See “Cautionary Notice Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause results to differ materially from those reflected in such forward-looking statements.
Previous wording
Consolidated net sales for the fiscal year decreased $15.6 million, or 0.4%, to $3,701.4 million and included a negative impact from changes in foreign currency exchange rates of $11.4 million, or 0.3% of consolidated net sales;
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•Consolidated net sales increased $33.1 million, or 0.9%, to $3,734.6 million and included a favorable impact from changes in foreign currency exchange rates of $27.0 million, or 0.7% of consolidated net sales;
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Global e-commerce sales represented 10.7% of our consolidated net sales;
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•Global e-commerce sales accounted for 11.8% of our consolidated net sales;
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Consolidated gross profit increased by $20.4 million, or 1.1%, to $1,910.7 million. Gross margin increased 70 basis points to 51.6% compared to the prior fiscal year;
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•Consolidated gross profit increased by $33.0 million, or 1.7%, to $1,943.7 million. Gross margin increased 40 basis points to 52.0% compared to the prior fiscal year;
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Diluted earnings per share for the fiscal year were $1.89 compared to $1.43 for the prior fiscal year;
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•Diluted earnings per share were $2.02 compared to $1.89 for 2025;
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Cash provided by operations was $274.8 million for the fiscal year compared to $246.5 million for the prior fiscal year; and
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•Cash provided by operations was $322.6 million compared to $274.8 million in 2025; and
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We believe that comparable sales is an appropriate performance indicator to measure our sales growth compared to the prior period. Our comparable sales include sales from stores that have been operating for 14 months or longer as of the last day of a month and from e-commerce revenue. Additionally, comparable sales include sales to franchisees and full-service sales. Our comparable sales amounts exclude the effect of changes in foreign exchange rates and sales from stores relocated until 14 months after the relocation. Revenue from acquired stores is excluded from our
Current wording
We believe that comparable sales is an appropriate performance indicator to measure our sales growth compared to the prior period. Our comparable sales include sales from stores that have been operating for 14 months or longer as of the last day of a month and from e-commerce revenue. Additionally, comparable sales include sales to franchisees and full-service sales. Our comparable sales amounts exclude the effect of changes in foreign exchange rates and sales from stores relocated until 14 months after the relocation. Revenue from acquired stores is excluded from our comparable sales calculation until 14 months after the acquisition. Our calculation of comparable sales may not be the same as other retailers, as the calculation varies across the retail industry.
Previous wording
The following table sets forth, for the periods indicated, information concerning key measures on which we rely to assess our operating performance (dollars in thousands):
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The following table provides information concerning key measures that we use to assess our operating performance:
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Unallocated expenses represent certain corporate costs, including share-based compensation expense, that have not been charged to our segments and are included in SG&A expenses in our consolidated statements of earnings. Additionally, unallocated includes certain costs related to our Fuel for Growth initiative.
Current wording
(a)Unallocated expenses represent certain corporate costs, including share-based compensation expense, that have not been charged to our segments and are included in SG&A expenses in our consolidated statements of earnings. Additionally, unallocated includes certain costs related to our Fuel for Growth initiative. In 2025, unallocated expenses is net of a $26.6 million gain on the sale of our former corporate headquarters.
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Sally. The decrease in net sales for Sally was primarily driven by the following (in thousands):
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Sally. The increase in net sales for Sally was primarily driven by the following (in thousands):
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Includes closed stores, including the divesture of Spain, net of stores opened for less than 14 months.
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(a)Includes closed stores, net of stores opened for less than 14 months.
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Sally's net sales decrease was primarily driven by net stores closed during the fiscal year and negative impacts from foreign exchange rates, partially offset by an increase in comparable sales. The increase in comparable sales was primarily driven by strong growth in hair color and digital marketplaces, partially offset by external factors that impacted consumer spending, including weather, an unusually harsh flu season and macro uncertainty. Sally’s comparable sales increase was a result of growth in our average unit retail, driven by inflationary impacts and pricing leverage, partially offset by fewer average number of units per transaction and a decrease in the number of transactions.
Current wording
Sally’s net sales increase was primarily driven by higher comparable sales and favorable foreign currency exchange rates, partially offset by the impact of store closures, net of new store openings. The increase in comparable sales was primarily driven by growth in hair color and digital marketplaces, partially offset by softer consumer spending associated with the U.S. government shutdown early in the fiscal year, softness in the hair care category, and the strategic exit of the majority of our full-service operations across Europe. Sally’s comparable sales increase was primarily driven by higher average unit retail prices resulting from favorable product mix, as well as an increase in the number of transactions, partially offset by a lower average number of units per transaction.
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Includes closed stores, including stores closed under the Plan, net of stores opened (or acquired) for less than 14 months.
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(a)Includes closed stores, net of stores opened (or acquired) for less than 14 months.
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BSG's net sales decrease was primarily from the negative impacts from foreign exchange rates and the impacts of net store closures over the past 12 months, partially offset by an increase in comparable sales. The increase in comparable sales was driven by continued momentum from expanded distribution and new brand innovation, partially offset by external factors during the fiscal year that impacted stylist purchasing behavior, including weather, an unusually harsh flu season and macro uncertainty. BSG's comparable sales increase was a result of an increase in number of transactions and a higher average unit retail, partially offset by fewer average number of units per transaction.
Current wording
BSG's net sales decrease was from lower comparable sales and the impacts of net store closures over the past 12 months, partially offset by the positive impacts from foreign exchange rates. Comparable sales reflect pressure on stylist spending associated with the U.S. government shutdown early in the fiscal year and softness in the hair care category, partially offset by strong performance in the color category. BSG’s comparable sales reflect a decrease in the number of transactions and a lower average number of units per transaction, partially offset by higher average unit retail prices.
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BSG. BSG’s gross profit increased as a result of a higher gross margin, partially offset by lower net sales. BSG’s gross margin improvement was driven by lower distribution and freight costs from supply chain efficiencies.
Current wording
BSG. BSG’s gross profit increased as a result of a higher gross margin on units sold, partially offset by lower sales volume. BSG’s gross margin improvement was driven by higher product margins including benefits from our Fuel for Growth program.
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Unallocated. Unallocated SG&A expenses, which represent certain corporate costs that have not been charged to our reporting segments, decreased $34.9 million, or 15.2%, to $195.2 million, primarily due to a $26.6 million gain on the sale of our corporate headquarters and lower costs in connection to our Fuel for Growth initiative, partially offset by increased compensation-related expenses.
Current wording
Unallocated. Unallocated SG&A expenses, which represent certain corporate costs that have not been charged to our reporting segments, increased $14.3 million, or 7.3%, primarily reflecting the absence of a $26.6 million gain recognized in fiscal 2025 on the sale of our former corporate headquarters, as well as higher facility expenses related to our new corporate headquarters. These increases were partially offset by lower legal expense and lower costs associated with our Fuel for Growth program.
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The decrease in interest expense was driven by a lower outstanding principle balance and interest rate on our term loan B, a lower average outstanding balance on our ABL facility, and lower losses on debt extinguishment compared to the prior year.
Current wording
The decrease in interest expense was primarily due to a lower average outstanding principal balance and lower interest rates on our Term Loan B.
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Our effective tax rate may fluctuate on a quarterly and/or annual basis due to various factors, including, but not limited to, total earnings and the mix of earnings by jurisdiction, new tax laws, as well as changes in valuation allowances and uncertain tax positions.
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Our effective tax rate is subject to fluctuations on both a quarterly and annual basis due to various factors, including, but not limited to, the level and jurisdictional mix of earnings, new tax laws, and changes in valuation allowances and uncertain tax positions.
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For fiscal years 2025 and 2024, our effective tax rate was unchanged at 25.6%. See Note 15, Income Taxes, for more information on our effective tax rate.
Current wording
See Note 14, Income Taxes, for more information on our effective tax rate.
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Our principal sources of liquidity are cash from operations, cash and cash equivalents, and borrowings under our ABL facility. A substantial portion of our liquidity needs arise from funding the costs of our operations, working capital, capital expenditures and debt-servicing. Additionally, under our share repurchase program (see below for more details) we will, from time-to-time, repurchase shares of our common stock on the open market to return value to our shareholders. At September 30, 2025, we had $631.6 million in our liquidity pool, which includes amounts available for borrowings under our ABL facility of $482.4 million and cash and cash equivalents of $149.2 million. Based upon the current level of operations and anticipated growth, we anticipate existing cash balances (excluding certain amounts permanently invested in connection with foreign operations), as well as cash expected to be generated by operations and funds available under the ABL facility, will be sufficient to fund working capital requirements, potential acquisitions, anticipated capital expenditures (including information technology investments and store projects) and service our debt obligations over the next 12 months and beyond.
Current wording
Our principal sources of liquidity are cash from operations, cash and cash equivalents on hand, and borrowings under our ABL Facility. A substantial portion of our liquidity needs relates to funding operations, working capital, capital expenditures, and debt service. In addition, we may repurchase shares of our common stock through open market purchases under our Share Repurchase Program (see below for more details). At September 30, 2026, we had total available liquidity of $640.6 million consisting of $482.4 million available under our ABL facility and $158.2 million of cash and cash equivalents. Based on the current level of operations and anticipated growth, we believe that existing cash balances (excluding certain amounts permanently invested in connection with foreign operations) plus cash expected to be generated by operations and funds available under the ABL Facility will be sufficient to fund our working capital requirements, potential acquisitions, anticipated capital expenditures (including information technology investments and store projects), and debt service obligations for at least the next 12 months and over the longer term.
Previous wording
Our working capital (current assets less current liabilities) increased $12.9 million to $725.5 million at September 30, 2025, compared to $712.6 million at September 30, 2024. The increase in our working capital was driven by a higher cash and cash equivalents balance, and the timing of account payable and receivable, including contingent lease incentives recognized in connection with our new headquarters. These impacts were partially offset by lower inventory, as a result of a strategic focus on inventory optimization and productivity, the disposal of assets held for sale previously included in other current assets as a result of the sale of our corporate headquarters, and the timing of lease renewals and new leases. The ratio of current assets to current liabilities was 2.26 to 1.00 at September 30, 2025, compared to 2.20 to 1.00 at September 30, 2024.
Current wording
Our working capital (current assets less current liabilities) increased $28.1 million to $753.6 million at September 30, 2026, compared to $725.5 million at September 30, 2025. The increase in working capital was primarily driven by higher cash, inventory, and other current assets, as well as decreases in accounts payable and accrued liabilities. The ratio of current assets to current liabilities was 2.4 to 1.0 at September 30, 2026, compared to 2.3 to 1.0 at September 30, 2025.
Previous wording
During the fiscal years 2025 and 2024, we repurchased and subsequently retired approximately 5.0 million shares and 5.1 million shares of our common stock under our share repurchase program at a cost of $53.5 million and $60.0 million, respectively, excluding the impact of excise taxes on share repurchases. Share repurchases are funded primarily with cash from operations and, occasionally, with borrowings under the ABL facility. As of September 30, 2025, we had approximately $467.3 million of additional share repurchase authorization remaining under our Share Repurchase Program. See Note 4, Accumulated Stockholders’ Equity, for more information about our share repurchase program.
Current wording
During fiscal 2026 and 2025, we repurchased and subsequently retired approximately 7.5 million shares and 5.0 million shares of our common stock under our Share Repurchase Program at a cost of $112.9 million and $53.5 million, respectively, excluding the impact of excise taxes on share repurchases. Share repurchases are funded primarily with cash from operations and, occasionally, with borrowings under the ABL Facility. As of September 30, 2026, we had approximately $354.4 million of additional share repurchase authorization remaining under our Share Repurchase Program. See Note 1, Basis of Presentation and Significant Accounting Policies, and Note 11, Stockholders’ Equity, for more information about our Share Repurchase Program.
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The following table shows our sources and uses of cash for the periods presented (in thousands):
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The following table shows our sources and uses of cash (in thousands):
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The increase in net cash provided by operating activities for fiscal year 2025, compared to fiscal year 2024, was primarily driven by increased net earnings, lower inventory purchases and lower interest paid on our debt, partially offset by the timing of accounts payable and income tax payments, and lower cash receipts from customers.
Current wording
The increase in net cash provided by operating activities in fiscal 2026 compared to fiscal 2025 was primarily driven by increased earnings, and lower interest and income tax payments, partially offset by higher inventory levels in fiscal 2026 compared to fiscal 2025, which benefited from a strategic reduction in slower-moving inventory.
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At September 30, 2025, we had $875.0 million in outstanding debt, excluding finance lease obligations, unamortized debt issuance costs and discounts, in the aggregate, of $9.0 million. Our debt consists of $600.0 million in 2032 Senior Notes outstanding and $275.0 million remaining on our term loan B. At September 30, 2025, there were no outstanding borrowings under our ABL facility. We utilize our ABL facility for the issuance of letters of credit, certain working capital and liquidity needs, and to manage normal fluctuations in our operational cash flow. In that regard, we may from time to time draw funds under the ABL facility for general corporate purposes, including funding of capital expenditures, acquisitions, debt servicing and, occasionally, share repurchases. Amounts drawn on our ABL facility are generally paid down with cash provided by our operating activities. During fiscal year 2025, the weighted average interest rate on our borrowings under the ABL facility was 5.7%.
Current wording
At September 30, 2026, we had $795.0 million in outstanding debt principal and $7.0 million of unamortized debt issuance costs and discounts. Our debt consisted of $600.0 million in 2032 Senior Notes outstanding and $195.0 million remaining on our term loan B. At September 30, 2026, there were no outstanding borrowings under our ABL Facility. We utilize our ABL Facility for the issuance of letters of credit, certain working capital and liquidity needs, and to manage normal fluctuations in our operational cash flow. In that regard, we may from time to time draw funds under the ABL Facility for general corporate purposes, including funding of capital expenditures, acquisitions, debt servicing and, occasionally, share repurchases. Amounts drawn on our ABL Facility are generally paid down with cash provided by our operating activities.
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We are currently in compliance with the agreements and instruments governing our debt, including our financial covenants.
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As of September 30, 2026, we were in compliance with the agreements and instruments governing our debt, including our financial covenants.
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Our 2032 Senior Notes were issued by our wholly-owned subsidiaries, Sally Holdings and Sally Capital Inc. (the “Issuers”). The notes are unsecured debt instruments guaranteed by us and certain of our wholly-owned domestic subsidiaries (together, the “Guarantors”) and have certain restrictions on the ability of our subsidiaries to make certain restrictive payments or otherwise transfer assets to us. The guarantees are joint and several, and full and unconditional. Certain other subsidiaries, including our foreign subsidiaries, do not serve as guarantors.
Current wording
Our 2032 Senior Notes were issued by our wholly-owned subsidiaries, Sally Holdings and Sally Capital Inc. (the “Issuers”). The notes are unsecured debt instruments guaranteed by us and certain of our wholly-owned domestic subsidiaries (together, the “Guarantors”) and contain restrictions on certain payments and transfers of assets by our subsidiaries to us. The guarantees are joint and several, and full and unconditional. Certain other subsidiaries, including our foreign subsidiaries, do not serve as guarantors.
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The following table presents the summarized balance sheets information for the Issuers and the Guarantors as of September 30, 2025 and 2024 (in thousands):
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The following table presents summarized balance sheets information for the Issuers and the Guarantors (in thousands):
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The following table presents the summarized statement of earnings information for fiscal year 2025 (in thousands):
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The following table presents summarized statement of earnings information for 2026 (in thousands):
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The amounts reported for operating leases do not include common area maintenance (CAM), property taxes or other executory costs. The amounts shown above do not include immaterial contingent liabilities for operating leases for which we are liable in the event of default by a franchisee.
Current wording
(a)Excludes common area maintenance, property taxes, other executory costs, and immaterial contingent liabilities for operating leases for which we are liable in the event of default by a franchisee.
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Purchase obligations reflect legally binding agreements that are entered into by us to purchase goods or services, that specify minimum quantities to be purchased and with fixed or variable price provisions. Amounts shown do not reflect open purchase orders, mainly for merchandise, to be fulfilled within one year, which are generally cancellable or contracts that tend to be reoccurring in nature and similar in amount year over year.
Current wording
(b)Amounts reflect legally binding agreements to purchase goods or services that specify minimum quantities to be purchased and with fixed or variable price provisions. Amounts shown do not reflect open purchase orders, mainly for merchandise, to be fulfilled within one year, which are generally cancellable, or contracts that tend to be recurring in nature and similar in amount year over year.
Previous wording
The table above does not include an estimated $9.5 million of unrecognized tax benefits due to uncertainty regarding the realization and timing of the related future cash flows, if any.
Current wording
(c)Principally represents obligations under our insurance and self-insurance programs. These obligations are included in accrued liabilities and other liabilities, as appropriate, in our consolidated balance sheets. Amount does not include an estimated $9.6 million of unrecognized tax benefits due to uncertainty regarding the realization and timing of the related future cash flows, if any.
Previous wording
The information contained in the table above with regards to our long-term debt obligations is based on the current terms of such debt obligations and does not reflect any assumptions about our ability or intent to refinance any of our debt either on or before their maturity. In the event we refinance some or all of the debt either on or before maturity, actual payments for some of the periods shown may differ materially from the amounts reported herein. In addition, other future events, including potential increases in interest rates, could cause actual payments to differ materially from these amounts.
Current wording
The long-term debt obligations in the table above are based on the current contractual terms of our outstanding indebtedness and do not reflect assumptions regarding our ability or intent to refinance any indebtedness prior to or at maturity. In the event we refinance some or all of the debt either on or before maturity, actual payments for some of the periods shown may differ materially from the amounts reported herein. In addition, other future events, including changes in interest rates, may cause actual payments to differ materially from these amounts.
Previous wording
The preparation of our consolidated financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”) requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and disclosures. Actual results could differ from the estimates and assumptions used, which could have a material impact on financial statements. We believe the following are our most critical accounting estimates that require subjective judgments, estimates and assumptions:
Current wording
The preparation of our consolidated financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”) requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and disclosures. Actual results could differ from the estimates and assumptions used, which could have a material impact on financial statements. We believe the following accounting estimates are the most critical to our financial statements and require significant judgment and assumptions:
Previous wording
We deem cash consideration received from a vendor to be a reduction of the cost of goods sold unless it is in exchange for an asset or service, or a reimbursement of a specific, incremental, identifiable cost incurred by us in selling the vendor’s products. The majority of cash consideration we receive is considered to be a reduction of the cost of inventory and a subsequent reduction in cost of goods sold as the related products are sold. We consider the facts and circumstances of the various contractual agreements with vendors in order to determine the appropriate classification of amounts received in our consolidated statements of earnings. We record cash consideration expected to be received from vendors in accounts receivables, other when earned and at the amount we believe will be collected. These receivables could be significantly affected if the actual amounts subsequently collected differ from our expectations. Historically, adjustments between the amount recorded and the amount collected have not had a material impact on our results of operations.
Current wording
We deem cash consideration received from a vendor to be a reduction of cost of goods sold unless it is in exchange for an asset or service, or a reimbursement of a specific, incremental, identifiable cost that we incur in selling the vendor’s products. The majority of cash consideration we receive is considered to be a reduction of the cost of inventory and a subsequent reduction in cost of goods sold as the related products are sold. We consider the facts and circumstances of the various contractual agreements with vendors in order to determine the appropriate classification of amounts received in our consolidated statements of earnings. We record cash consideration expected to be received from vendors in accounts receivable, other, when earned and at the amount we believe will be collected. These receivables could be significantly affected if the actual amounts subsequently collected differ from our expectations. Historically, adjustments between the amount recorded and the amount collected have not had a material impact on our results of operations.
Previous wording
Additionally, deferred income taxes are recognized for the future tax consequences attributable to differences between our financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are estimated to be recovered or settled. We believe it is more-likely-than-not that our results of operations in the future will generate sufficient taxable income to realize our deferred tax assets, net of the valuation allowance currently recorded. We have recorded a valuation allowance to account for uncertainties regarding the recoverability of certain deferred tax assets, primarily foreign loss carryforwards and tax credit carryforwards. In the future, if we determine certain deferred tax assets will not be realizable, the related adjustments could significantly affect our effective tax rate at that time. An estimated tax benefit related to an uncertain tax position is recorded in our consolidated financial statements only after determining a more-likely-than-not probability that the uncertain tax position will withstand challenge, if any, from applicable taxing authorities.
Current wording
Additionally, deferred income taxes are recognized for the future tax consequences attributable to differences between our financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are estimated to be recovered or settled. We believe it is more likely than not that future taxable income will be sufficient to realize our deferred tax assets, net of the valuation allowance currently recorded. We have recorded a valuation allowance to account for uncertainties regarding the recoverability of certain deferred tax assets, primarily foreign loss carryforwards and tax credit carryforwards. In the future, if we determine certain deferred tax assets will not be realizable, the related adjustments could significantly affect our effective tax rate at that time. An estimated tax benefit related to an uncertain tax position is recorded in our consolidated financial statements only after determining a more-likely-than-not probability that the uncertain tax position will withstand challenge, if any, from applicable taxing authorities.
Previous wording
We review long-lived assets, including operating lease assets, for impairment whenever events or circumstances indicate the carrying amount of an asset may not be fully recoverable based on estimated undiscounted future cash flows. Long-lived assets are reviewed at the lowest level of identifiable cash flows, which typically is at the store level. In assessing for impairment, we determine the fair value of each individual store by discounting projected future cash flows. There are certain estimates and assumptions used to arrive at estimated future cash flows, including projected earnings and growth rates. The carrying amount of a long-lived asset or asset group is considered impaired
Current wording
We review long-lived assets, including operating lease assets, for impairment whenever events or circumstances indicate the carrying amount of an asset may not be fully recoverable based on estimated undiscounted future cash flows. Long-lived assets are reviewed at the lowest level of identifiable cash flows, which typically is at the store level. In assessing for impairment, we determine the fair value of each individual store by discounting projected future cash flows. There are certain estimates and assumptions used to arrive at estimated future cash flows, including projected earnings and growth rates. The carrying amount of a long-lived asset or asset group is considered impaired when the carrying value of the asset or asset group exceeds the expected future cash flows from the asset or asset group. The impairment loss recognized is the excess of the carrying value of the asset or asset group over its fair value.
Previous wording
When we commit to an exit plan of scale that we believe will result in the disposal of long-lived assets prior to the end of their useful lives, the approval of such plan may be considered a triggering event and therefore require a reassessment of asset carrying values for recoverability, based on projected cash flows. If the carrying values are not recoverable, write-downs or impairment charges may be required to bring carrying values of certain long-lived assets, including operating lease assets, to fair value. In connection with facility and store closures, we typically will also incur charges for employee severance, disposal costs and other expenses incurred with closures. These charges are accrued and estimated based on facts and circumstances at the time. Actual cash flows and expected payments could be significantly different from our estimates. No material impairment losses were recognized for fiscal year 2025, 2024 or 2023.
Current wording
When we commit to a significant exit plan that is expected to result in the disposal of long-lived assets before the end of their useful lives, approval of the plan may constitute an impairment triggering event and therefore require a reassessment of asset carrying values for recoverability based on projected cash flows. If the carrying values are not recoverable, write-downs or impairment charges may be required to bring carrying values of certain long-lived assets, including operating lease assets, to fair value. In connection with facility and store closures, we typically will also incur charges for employee severance, disposal costs, and other expenses incurred with closures. These charges are estimated and accrued based on facts and circumstances at the time. Actual cash flows and expected payments could be significantly different from our estimates. No material impairment losses were recognized for 2026, 2025, or 2024.
Previous wording
Assessment of Goodwill and Intangible Assets for Impairment
Current wording
Assessment of Goodwill and Indefinite-Lived Intangible Assets for Impairment
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Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Part II of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, for a discussion of the financial condition and results of operations for fiscal year 2025 compared to fiscal year 2024.
Current report — wording carried from elsewhere
Financial Summary for Fiscal Year Ended September 30, 2026:
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
-31 - comparable sales calculation until 14 months after the acquisition. Our calculation of comparable sales might not be the same as other retailers, as the calculation varies across the retail industry.
Previous report — wording carried elsewhere
The Fiscal Year Ended September 30, 2025, compared to the Fiscal Year Ended September 30, 2024
Previous report — wording carried elsewhere
Other long-term obligations, including current portion, principally represent obligations under our insurance and self-insurance programs. These obligations are included in accrued liabilities and other liabilities, as appropriate, in our consolidated balance sheets.
Previous report — wording carried elsewhere
-37 - when the carrying value of the asset or asset group exceeds the expected future cash flows from the asset or asset group. The impairment loss recognized is the excess of the carrying value of the asset or asset group over its fair value.