Sally Beauty Holdings, Inc 10-Q for FY2026 Q1
Sally Beauty Holdings, Inc. (SBH)
About this 10-Q
Sally Beauty Holdings, Inc filed this 10-Q on February 9, 2026, covering the quarter ended December 31, 2025 (FY2026 Q1).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $943.17M
- up 0.6% from $937.9M a year earlier
- Net income
- $45.56M
- down 25.3% from net income of $61.01M a year earlier
- Diluted EPS
- $0.45
- down 22.4% from $0.58 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED:
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No.
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Number of shares of common stock outstanding as of February 4, 2026:
TABLE OF CONTENTS
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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2
In this Quarterly Report, references to the “Company,” “our company,” “Sally Beauty,” “we,” “our,” “ours” and “us” refer to Sally Beauty Holdings, Inc. and its consolidated subsidiaries unless otherwise indicated or the context otherwise requires.
cautionary notice regarding forward-looking statements
Statements in this Quarterly Report on Form 10-Q and in the documents incorporated by reference herein which are not purely historical facts or which depend upon future events may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would,” "might" or similar expressions may also identify such forward-looking statements.
Readers are cautioned not to place undue reliance on forward-looking statements as such statements speak only as of the date they were made and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. The most important factors which could cause our actual results to differ from our forward-looking statements are set forth in our description of risk factors in Item 1A contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, which should be read in conjunction with the forward-looking statements in this report. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.
The events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. As a result, our actual results may differ materially from the results contemplated by these forward-looking statements.
3
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except par value data)
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December 31, |
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September 30, |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Trade accounts receivable, net |
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Accounts receivable, other |
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Inventory |
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Other current assets |
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Total current assets |
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Property and equipment, net of accumulated depreciation of $ |
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Operating lease assets |
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Goodwill |
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Intangible assets, excluding goodwill, net of accumulated amortization of |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Current maturities of long-term debt |
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$ |
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$ |
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Accounts payable |
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Accrued liabilities |
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Current operating lease liabilities |
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Income taxes payable |
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Total current liabilities |
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Long-term debt |
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Long-term operating lease liabilities |
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Other liabilities |
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Deferred income tax liabilities, net |
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Total liabilities |
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Stockholders’ equity: |
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Common stock, $ |
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Preferred stock, $ |
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Accumulated earnings |
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Accumulated other comprehensive loss, net of tax |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(In thousands, except per share data)
(Unaudited)
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Three Months Ended |
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December 31, |
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2025 |
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2024 |
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Net sales |
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$ |
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$ |
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Cost of goods sold |
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Gross profit |
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Selling, general and administrative expenses |
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Operating earnings |
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Interest expense |
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Earnings before provision for income taxes |
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Provision for income taxes |
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Net earnings |
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$ |
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$ |
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Earnings per share: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted-average shares: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)
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Three Months Ended |
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December 31, |
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2025 |
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2024 |
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Net earnings |
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$ |
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$ |
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Other comprehensive income (loss): |
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Foreign currency translation adjustments |
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Interest rate swap, net of tax |
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Foreign exchange contracts, net of tax |
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Other comprehensive income (loss), net of tax |
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Total comprehensive income |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands)
(Unaudited)
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Accumulated |
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Additional |
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Other |
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Total |
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Common Stock |
Paid-in |
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Accumulated |
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Comprehensive |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Earnings |
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Loss |
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Equity |
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Balance at September 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net earnings |
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— |
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— |
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— |
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— |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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Share-based compensation |
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— |
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— |
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— |
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— |
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Stock issued for equity awards |
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— |
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— |
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Employee withholding taxes paid |
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— |
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— |
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Repurchases and cancellations of |
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— |
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Balance at December 31, 2025 |
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$ |
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$ |
— |
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$ |
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$ |
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$ |
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Accumulated |
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Additional |
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Other |
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Total |
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Common Stock |
Paid-in |
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Accumulated |
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Comprehensive |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Earnings |
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Loss |
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Equity |
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Balance at September 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net earnings |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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( |
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( |
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Share-based compensation |
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— |
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— |
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— |
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— |
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Stock issued for equity awards |
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— |
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— |
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Employee withholding taxes paid |
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( |
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( |
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( |
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— |
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— |
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( |
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Repurchases and cancellations of |
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( |
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( |
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( |
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— |
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( |
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Balance at December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
7
SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
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Three Months Ended December 31, |
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2025 |
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2024 |
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Cash Flows from Operating Activities: |
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Net earnings |
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$ |
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$ |
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Adjustments to reconcile net earnings to net cash provided |
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Depreciation and amortization |
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Share-based compensation expense |
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Amortization of deferred financing costs |
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Loss on early extinguishment of debt |
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Loss (gain) on disposal of equipment and other property |
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Deferred income taxes |
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Changes in (exclusive of effects of acquisitions): |
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Trade accounts receivable |
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Accounts receivable, other |
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Inventory |
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Other current assets |
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Other assets |
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( |
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Operating leases, net |
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( |
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Accounts payable and accrued liabilities |
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( |
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( |
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Income taxes payable |
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Other liabilities |
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( |
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Net cash provided by operating activities |
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Cash Flows from Investing Activities: |
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Payments for property and equipment |
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Proceeds from sale of property and equipment, net |
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— |
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Acquisitions, net of cash acquired |
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— |
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( |
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Net cash (used) provided by investing activities |
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( |
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Cash Flows from Financing Activities: |
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Proceeds from issuance of long-term debt and ABL Facility |
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— |
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Repayments of long-term debt and ABL Facility |
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( |
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Debt issuance costs |
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— |
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Proceeds from equity awards |
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Payments for common stock repurchased |
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( |
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( |
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Employee withholding taxes paid related to net share settlement of equity awards |
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( |
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( |
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Net cash used by financing activities |
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( |
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( |
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Effect of foreign exchange rate changes on cash and cash equivalents |
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( |
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( |
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Net increase (decrease) in cash and cash equivalents |
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( |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
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$ |
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$ |
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Supplemental Cash Flow Information: |
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Interest paid |
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$ |
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$ |
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Income taxes paid |
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$ |
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$ |
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Capital expenditures incurred but not paid |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
8
Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Significant Accounting Policies
The unaudited condensed consolidated interim financial statements of Sally Beauty Holdings, Inc. and its subsidiaries included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Security and Exchange Commission ("SEC"). Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted, although we believe that the disclosures included herein are adequate for the interim period presented. These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments that are of a normal recurring nature and that are necessary to present fairly our consolidated financial position as of December 31, 2025, and September 30, 2025, our consolidated results of operations, consolidated comprehensive income, consolidated statements of stockholders’ equity, and consolidated cash flows for the three months ended December 31, 2025 and 2024.
The unaudited condensed consolidated interim financial statements include all accounts of Sally Beauty Holdings, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. All amounts are presented in U.S. Dollars.
We adhere to the same accounting policies in the preparation of our condensed consolidated interim financial statements as we do in the preparation of our full year consolidated financial statements. As permitted under GAAP, interim accounting for certain expenses, including income taxes, is based on full-year assumptions. For interim financial reporting purposes, income taxes are recorded based upon our estimated annual effective income tax.
In order to present our unaudited condensed consolidated interim financial statements in conformity with GAAP, we are required to make certain estimates and assumptions that impact our interim financial statements and supplementary disclosures. These estimates may use forecasted financial information based on reasonable assumptions available at the time of preparation, however, actual results could differ due to changes in facts and circumstances. Significant estimates and assumptions are involved in the accounting for sales allowances, deferred revenue, valuation of inventory, amortization and depreciation, intangible assets and goodwill, and other reserves. We believe these estimates and assumptions are reasonable based on management’s knowledge of current events and anticipated further actions, and changes in facts and circumstances may result in revised estimates and impact actual results. Revisions to estimates are recognized in the period in which the facts that give rise to the change become known.
2. Recent Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to expand disclosures in an entity’s income tax rate reconciliation table and the disaggregation of taxes paid in U.S. and foreign jurisdictions. The amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this update, but we do not expect the update to impact our consolidated results of operations or financial position.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income: Expense Disaggregation Disclosures (Subtopic 220-40), which requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of goods sold and selling, general and administrative expenses. The update is intended to improve disclosures by providing amounts related to inventory purchases, employee compensation, depreciation, and amortization. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal
9
years beginning after December 15, 2027. Early adoption is permitted, but we currently do not expect to early adopt this standard. We are currently evaluating the impact of this update to our consolidated financial statements and disclosures.
3. Revenue Recognition
Substantially all of our revenue is derived through the sale of merchandise at the point-of-sale in our stores or when products are shipped for e-commerce orders. Revenue is recognized net of estimated sales returns and sales taxes, when control of the merchandise is transferred to the customer. We estimate sales returns based on historical data.
Changes to our contract liabilities, which are included in accrued liabilities in our condensed consolidated balance sheets, were as follows (in thousands):
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Three Months Ended December 31, |
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2025 |
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2024 |
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Beginning Balance |
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$ |
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$ |
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Loyalty points and gift cards issued but not redeemed, net of estimated breakage |
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Revenue recognized from beginning liability |
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( |
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Ending Balance |
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$ |
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$ |
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See Note 12, Segment Reporting, for additional information regarding the disaggregation of our sales revenue.
4. Fair Value Measurements
We measure on a recurring basis and disclose the fair value of our financial instruments under the provisions of ASC Topic 820, Fair Value Measurement, as amended (“ASC 820”). We define “fair value” as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level hierarchy for measuring fair value and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. This valuation hierarchy is based upon the transparency of inputs used in the valuation of an asset or liability on the measurement date.
The three levels of that hierarchy are defined as follows:
Level 1 - Quoted prices are available in active markets for identical assets or liabilities;
Level 2 - Pricing inputs are other than quoted prices in active markets, included in Level 1, that are either directly or indirectly observable; and
Level 3 - Unobservable pricing inputs in which little or no market activity exists, therefore requiring an entity to develop its own model with estimates and assumptions.
Consistent with the fair value hierarchy, we categorized our financial assets and liabilities as follows:
(in thousands) |
|
Classification |
|
Fair Value Hierarchy Level |
|
December 31, |
|
|
September 30, |
|
||
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
||
Foreign exchange contracts |
|
|
|
|
|
|
|
|
|
|
||
Designated cash flow hedges |
|
Other current assets |
|
Level 2 |
|
$ |
|
|
$ |
|
||
Non-designated cash flow hedges |
|
Other current assets |
|
Level 2 |
|
|
|
|
|
|
||
Interest rate swap |
|
Other assets |
|
Level 2 |
|
|
|
|
|
|
||
Total assets |
|
|
|
|
|
$ |
|
|
$ |
|
||
. |
|
|
|
|
|
|
|
|
|
|
||
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
||
Foreign exchange contracts |
|
|
|
|
|
|
|
|
|
|
||
Designated cash flow hedges |
|
Accrued liabilities |
|
Level 2 |
|
$ |
|
|
$ |
|
||
Non-designated cash flow hedges |
|
Accrued liabilities |
|
Level 2 |
|
|
|
|
|
|
||
Interest rate swap |
|
Other Liabilities |
|
Level 2 |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
$ |
|
|
$ |
|
||
The fair value of each asset and liability was determined using widely accepted valuation techniques, including discounted cash flow analyses and observable inputs, such as market interest rates and foreign exchange rates.
10
The carrying amounts, if any, of cash equivalents, trade and other accounts receivable, accounts payable, and borrowings under our $
|
|
Fair Value |
|
December 31, 2025 |
|
|
September 30, 2025 |
|
||||||||||
(in thousands) |
|
Hierarchy Level |
|
Carrying Value |
|
|
Fair Value |
|
|
Carrying Value |
|
|
Fair Value |
|
||||
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Senior notes due 2032 |
|
Level 2 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Term loan B due 2030 |
|
Level 2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total long-term debt |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The fair value of our senior notes was determined using unadjusted quoted market prices. The fair value of our Term Loan B agreement was determined using unadjusted quoted market prices for similar debt securities in active markets.
5. Stockholders’ Equity
Share Repurchases
In August 2017, our Board of Directors (the “Board”) approved a share repurchase program authorizing us to repurchase up to $
Accumulated Other Comprehensive Loss
The change in accumulated other comprehensive loss (“AOCL”) was as follows (in thousands):
|
|
Foreign Currency Translation Adjustments |
|
|
Interest Rate Swap |
|
|
Foreign Exchange Contracts |
|
|
Total |
|
|
||||
Balance at September 30, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
Other comprehensive income (loss) before |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
||
Reclassification to net earnings, net of tax |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
||
Balance at December 31, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
The tax impacts for the changes in other comprehensive income (loss) and the reclassifications to net earnings were not material.
6. Weighted-Average Shares
The following table presents a reconciliation of basic and diluted weighted-average shares (in thousands):
|
|
Three Months Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Weighted-average basic shares |
|
|
|
|
|
|
||
Dilutive securities: |
|
|
|
|
|
|
||
Stock option and stock award programs |
|
|
|
|
|
|
||
Weighted-average diluted shares |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Anti-dilutive options excluded from our computation of diluted shares |
|
|
|
|
|
|
||
11
7. Property and Equipment, Net
During the three months ended December 31, 2024, we sold our corporate headquarters located in Denton, Texas to Denton County, Texas for $
8. Goodwill and Intangible Assets
For the three months ended December 31, 2025, we considered potential triggering events and determined that there were none during the period. No material impairment losses were recognized in the current or prior periods presented in connection with our goodwill and other intangible assets.
Goodwill allocated to our Sally and BSG reporting units, which are also defined as our Sally and BSG segments, was $
The following table presents our amortization expense for the period (in thousands):
|
|
Three Months Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Intangible assets amortization expense |
|
$ |
|
|
$ |
|
||
9. Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
|
|
December 31, |
|
|
September 30, |
|
||
Compensation and benefits |
|
$ |
|
|
$ |
|
||
Deferred revenue |
|
|
|
|
|
|
||
Interest payable |
|
|
|
|
|
|
||
Rental obligations |
|
|
|
|
|
|
||
Insurance reserves |
|
|
|
|
|
|
||
Accrued freight |
|
|
|
|
|
|
||
Operating accruals and other |
|
|
|
|
|
|
||
Total accrued liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
10. Short-term and Long-term Debt
At December 31, 2025, there were
During the three months ended December 31, 2025, we voluntarily repaid $
11. Derivative Instruments and Hedging Activities
During the three months ended December 31, 2025, we did
Designated Cash Flow Hedges
Foreign Currency Forwards
We regularly enter into foreign currency forwards to mitigate our exposure to exchange rate changes on forecasted inventory purchases in U.S. dollars by our foreign subsidiaries.
12
Notional Currency |
|
Notional Amount |
|
|
Mexican Peso |
|
$ |
|
|
Canadian Dollar |
|
|
|
|
Euro |
|
|
|
|
Total |
|
$ |
|
|
The changes in fair value related to these foreign currency forwards are recorded quarterly into AOCL. As the forwards are exercised, the realized gains or losses are recognized into cost of goods sold (“COGS”), based on inventory turns, in our condensed consolidated statements of earnings. For the three months ended December 31, 2025 and 2024, we recognized losses of $
Interest Rate Swap
In April 2023, we entered into a
Each month, we recognize either income or expense, based on the position of the interest rates, into interest expense on our condensed consolidated statements of earnings related to the Interest Rate Swap. For the three months ended December 31, 2025, we recognized income of $
Non-Designated Derivative Instruments
We also use foreign exchange forward contracts to mitigate our exposure to exchange rate fluctuations related to certain intercompany balances that are not considered permanently invested.
Notional Currency |
|
Notional Amount |
|
|
British Pound |
|
$ |
|
|
Euro |
|
|
|
|
Canadian Dollar |
|
|
|
|
Mexican Peso |
|
|
|
|
Total |
|
$ |
|
|
12. Segment Reporting
Our business is organized into
13
Segment Operating Performance
The following tables summarize our results:
` |
|
Three Months Ended December 31, 2025 |
|
|||||||||
(in thousands) |
|
Sally |
|
|
BSG |
|
|
Total |
|
|||
Net sales (a) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Less: (b) |
|
|
|
|
|
|
|
|
|
|||
Cost of goods sold |
|
|
|
|
|
|
|
|
|
|||
Selling, general, and administrative expenses |
|
|
|
|
|
|
|
|
|
|||
Segment operating earnings |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Unallocated expenses (c) |
|
|
|
|
|
|
|
|
|
|||
Interest expense |
|
|
|
|
|
|
|
|
|
|||
Earnings before provision for income taxes |
|
|
|
|
|
|
|
$ |
|
|||
` |
|
Three Months Ended December 31, 2024 |
|
|||||||||
(in thousands) |
|
Sally |
|
|
BSG |
|
|
Total |
|
|||
Net sales (a) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Less: (b) |
|
|
|
|
|
|
|
|
|
|||
Cost of goods sold |
|
|
|
|
|
|
|
|
|
|||
Selling, general, and administrative expenses |
|
|
|
|
|
|
|
|
|
|||
Segment operating earnings |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Unallocated expenses (c) |
|
|
|
|
|
|
|
|
|
|||
Interest expense |
|
|
|
|
|
|
|
|
|
|||
Earnings before provision for income taxes |
|
|
|
|
|
|
|
$ |
|
|||
Other Segment Disclosures
|
|
Three Months Ended December 31, |
|
|||||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Depreciation and amortization: |
|
|
|
|
|
|
||
Sally |
|
$ |
|
|
$ |
|
||
BSG |
|
|
|
|
|
|
||
Unallocated |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
14
Disaggregation of net sales by segment
The following tables disaggregate our segment revenues by merchandise category.
|
|
Three Months Ended December 31, |
|
|||||
Sally |
|
2025 |
|
|
2024 |
|
||
Hair color |
|
|
% |
|
|
% |
||
Hair care |
|
|
% |
|
|
% |
||
Styling tools and supplies |
|
|
% |
|
|
% |
||
Nail |
|
|
% |
|
|
% |
||
Skin and cosmetics |
|
|
% |
|
|
% |
||
Other beauty items |
|
|
% |
|
|
% |
||
Total |
|
|
% |
|
|
% |
||
|
|
Three Months Ended December 31, |
|
|||||
BSG |
|
2025 |
|
|
2024 |
|
||
Hair care |
|
|
% |
|
|
% |
||
Hair color |
|
|
% |
|
|
% |
||
Styling tools and supplies |
|
|
% |
|
|
% |
||
Skin and cosmetics |
|
|
% |
|
|
% |
||
Nail |
|
|
% |
|
|
% |
||
Other beauty items |
|
|
% |
|
|
% |
||
Total |
|
|
% |
|
|
% |
||
The following tables disaggregate our segment revenue by sales channels:
|
|
Three Months Ended December 31, |
|
|||||
Sally |
|
2025 |
|
|
2024 |
|
||
Company-operated stores |
|
|
% |
|
|
% |
||
E-commerce |
|
|
% |
|
|
% |
||
Total |
|
|
% |
|
|
% |
||
|
|
Three Months Ended December 31, |
|
|||||
BSG |
|
2025 |
|
|
2024 |
|
||
Company-operated stores |
|
|
% |
|
|
% |
||
E-commerce |
|
|
% |
|
|
% |
||
Salon business consultants |
|
|
% |
|
|
% |
||
Franchise stores |
|
|
% |
|
|
% |
||
Total |
|
|
% |
|
|
% |
||
15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This section discusses management’s view of the financial condition, results of operations and cash flows of Sally Beauty for the periods covered by this Quarterly Report. This section should be read in conjunction with the information contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, including the Risk Factors sections therein, and information contained elsewhere in this Quarterly Report, including the condensed consolidated interim financial statements and notes to those financial statements.
Financial Summary for the Three Months Ended December 31, 2025
Comparable Sales
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 excludes 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 might not be the same as other retailers as the calculation varies across the retail industry.
16
Overview
Key Operating Metrics
The following table sets forth, for the periods indicated, information concerning key measures on which we rely to evaluate our operating performance (dollars in thousands):
|
|
Three Months Ended December 31, |
|
|||||||||||||
|
|
2025 |
|
|
2024 |
|
|
Increase (Decrease) |
|
|||||||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sally |
|
$ |
531,601 |
|
|
$ |
525,446 |
|
|
$ |
6,155 |
|
|
|
1.2 |
% |
BSG |
|
|
411,567 |
|
|
|
412,449 |
|
|
|
(882 |
) |
|
|
(0.2 |
)% |
Consolidated |
|
$ |
943,168 |
|
|
$ |
937,895 |
|
|
$ |
5,273 |
|
|
|
0.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sally |
|
$ |
317,942 |
|
|
$ |
313,255 |
|
|
$ |
4,687 |
|
|
|
1.5 |
% |
BSG |
|
|
165,317 |
|
|
|
163,585 |
|
|
|
1,732 |
|
|
|
1.1 |
% |
Consolidated |
|
$ |
483,259 |
|
|
$ |
476,840 |
|
|
$ |
6,419 |
|
|
|
1.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment gross margin: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sally |
|
|
59.8 |
% |
|
|
59.6 |
% |
|
20 |
|
|
bps |
|
||
BSG |
|
|
40.2 |
% |
|
|
39.7 |
% |
|
50 |
|
|
bps |
|
||
Consolidated |
|
|
51.2 |
% |
|
|
50.8 |
% |
|
40 |
|
|
bps |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment operating earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sally |
|
$ |
77,897 |
|
|
$ |
79,874 |
|
|
$ |
(1,977 |
) |
|
|
(2.5 |
)% |
BSG |
|
|
53,907 |
|
|
|
50,469 |
|
|
|
3,438 |
|
|
|
6.8 |
% |
Segment operating earnings |
|
|
131,804 |
|
|
|
130,343 |
|
|
|
1,461 |
|
|
|
1.1 |
% |
Unallocated expenses (a) |
|
|
55,869 |
|
|
|
30,023 |
|
|
|
25,846 |
|
|
|
86.1 |
% |
Consolidated operating earnings |
|
|
75,935 |
|
|
|
100,320 |
|
|
|
(24,385 |
) |
|
|
(24.3 |
)% |
Interest expense |
|
|
14,620 |
|
|
|
17,442 |
|
|
|
(2,822 |
) |
|
|
(16.2 |
)% |
Earnings before provision for income taxes |
|
|
61,315 |
|
|
|
82,878 |
|
|
|
(21,563 |
) |
|
|
(26.0 |
)% |
Provision for income taxes |
|
|
15,758 |
|
|
|
21,865 |
|
|
|
(6,107 |
) |
|
|
(27.9 |
)% |
Net earnings |
|
$ |
45,557 |
|
|
$ |
61,013 |
|
|
$ |
(15,456 |
) |
|
|
(25.3 |
)% |
|
|
. |
|
|
|
|
|
|
|
|
|
|
||||
Comparable sales growth (decline): |
|
|
|
|
|
|
|
|
|
|
||||||
Sally |
|
|
0.1 |
% |
|
|
1.7 |
% |
|
(160) |
|
|
bps |
|
||
BSG |
|
|
(0.2 |
)% |
|
|
1.4 |
% |
|
(160) |
|
|
bps |
|
||
Consolidated |
|
|
— |
|
|
|
1.6 |
% |
|
(160) |
|
|
bps |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Number of stores at end-of-period (including franchises): |
|
|
|
|
|
|
|
|||||||||
Sally |
|
|
3,090 |
|
|
|
3,123 |
|
|
|
(33 |
) |
|
|
(1.1 |
)% |
BSG |
|
|
1,325 |
|
|
|
1,330 |
|
|
|
(5 |
) |
|
|
(0.4 |
)% |
Consolidated |
|
|
4,415 |
|
|
|
4,453 |
|
|
|
(38 |
) |
|
|
(0.9 |
)% |
17
Results of Operations
The Three Months Ended December 31, 2025, compared to the Three Months Ended December 31, 2024
Net Sales
Sally. The increase in net sales for Sally was primarily driven by the following (in thousands):
Comparable sales |
|
$ |
579 |
|
Sales outside comparable sales (a) |
|
|
(2,795 |
) |
Foreign currency exchange |
|
|
8,371 |
|
Total |
|
$ |
6,155 |
|
Sally's net sales increase was primarily driven by positive impacts from foreign exchange rates and a slight increase in comparable sales, partially offset by net stores closed during the past twelve months. The slight 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 the U.S. government shutdown, exiting substantially all of our full service operations across Europe, and softness in our hair care category. Sally’s comparable sales reflect an increase in average unit retail, partially offset by a decrease in transactions.
BSG. The decrease in net sales for BSG was primarily driven by the following (in thousands):
Comparable sales |
|
$ |
(752 |
) |
Sales outside comparable sales (a) |
|
|
(272 |
) |
Foreign currency exchange |
|
|
142 |
|
Total |
|
$ |
(882 |
) |
BSG's net sales decrease was primarily from a decrease in comparable sales. The decrease in comparable sales was driven by external factors that impacted stylist purchasing behavior, including the U.S. government shutdown, partially offset by strong performance in our color category. BSG's comparable sales decrease was primarily a result of fewer average number of units per transaction and a decrease in transactions, partially offset by an increase in average unit retail.
Gross Profit
Sally. Sally’s gross profit increased for the three months ended December 31, 2025, as a result of an increase in net sales and a higher gross margin on units sold. Sally’s gross margin improvement was driven primarily by higher product margins, resulting from benefits from our Fuel for Growth initiative.
BSG. BSG’s gross profit increased for the three months ended December 31, 2025, as a result of a higher gross margin on units sold, partially offset by a decrease in net sales. BSG’s gross margin improvement was driven by higher product margins, resulting from benefits from our Fuel for Growth initiative.
Selling, General and Administrative Expenses
Sally. Sally’s selling, general and administrative expenses increased $6.7 million, or 2.9%, for the three months ended December 31, 2025, and included an unfavorable impact from foreign exchange rates of $3.5 million. As a percentage of Sally net sales, selling, general and administrative expenses for the three months ended December 31, 2025, were 45.2%, compared to 44.4% for the three months ended December 31, 2024. The increase as a percentage of sales was primarily due to increased labor and other compensation-related expenses, higher delivery and commission costs from digital marketplaces, and higher rent and advertising expenses, partially offset by Fuel for Growth benefits.
BSG. BSG’s selling, general and administrative expenses decreased $1.7 million, or 1.5%, for the three months ended December 31, 2025. As a percentage of BSG net sales, selling, general and administrative expenses for the three months ended December 31, 2025, were 27.1% compared to 27.4% for the three months ended December 31, 2024. The decrease as a percentage of sales was primarily due to lower labor and other compensation-related expenses.
Unallocated. Unallocated selling, general and administrative expenses, which represent certain corporate costs that have not been charged to our reporting segments, increased $25.8 million, or 86.1%, for the three months ended December 31, 2025, primarily due to a $26.6 million gain on the sale of our corporate headquarters in the prior year.
Interest Expense
The decrease in interest expense was primarily a result of a lower average outstanding principal balance on our Term Loan B. See Note 10, Short-term and Long-term Debt, in Item 1 of this quarterly report for more information on our debt.
18
Provision for Income Taxes
The effective tax rates were 25.7% and 26.4% for the three months ended December 31, 2025 and 2024, respectively. The decrease in the effective tax rate was primarily due to the tax impact of share-based compensation which was beneficial in the current quarter, but detrimental in the prior year quarter, and a foreign loss in the prior year quarter for which a tax benefit was not recognized, offset by higher federal tax credits in the prior year quarter.
Liquidity and Capital Resources
Overview
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, debt interest and principal payments. 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 December 31, 2025, we had $639.6 million of available liquidity, which includes $482.4 million available for borrowing under our ABL facility and cash and cash equivalents of $157.2 million.
Our working capital (current assets less current liabilities) increased $18.0 million, to $743.5 million at December 31, 2025, compared to $725.5 million at September 30, 2025. The increase was primarily driven by the timing of accrued compensation expenses within accrued expenses, timing of accounts payable, an increase in cash and cash equivalents, partially offset by the timing of income taxes payable, lower inventory, and the collection of landlord receivables related to our new corporate headquarters within accounts receivable, other.
We anticipate that existing cash balances (excluding certain amounts permanently invested in connection with foreign operations), cash expected to be generated by operations, and funds available under our ABL facility will be sufficient to fund our working capital and capital expenditure requirements over the next twelve months.
Cash Flows
|
|
Three Months Ended December 31, |
|
|||||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Net cash provided by operating activities |
|
$ |
93,239 |
|
|
$ |
33,457 |
|
Net cash (used) provided by investing activities |
|
|
(35,784 |
) |
|
|
23,125 |
|
Net cash used by financing activities |
|
|
(47,886 |
) |
|
|
(57,667 |
) |
Net Cash Provided by Operating Activities
The increase in cash provided by operating activities was primarily driven by the timing of accounts payable, lower income taxes paid, and the receipt of landlord receivables related to our new corporate headquarters.
Net Cash (Used) Provided by Investing Activities
The change in our investing activities was a result of lapping the cash received of $44.0 million from the sale of our corporate headquarters in the prior year and higher capital expenditures in the current year, which includes the build out of our new corporate headquarters.
Net Cash Used by Financing Activities
The decrease in cash used by financing activities was primarily driven by lower debt repayments in the current year, partially offset by higher share repurchases under our share repurchase program.
Debt and Guarantor Financial Information
At December 31, 2025, we had $855.0 million in outstanding debt principal, excluding unamortized debt issuance costs and debt discounts, in the aggregate, of $8.5 million. Our debt consists of $600.0 million in 2032 Senior Notes outstanding, and $255.0 million remaining on our Term Loan B. 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, paying down other debt and share repurchases. Amounts drawn on our ABL facility are generally paid down with cash provided by our operating activities. During the three months ended December 31, 2025, there were no borrowings under the ABL facility.
We are currently in compliance with the agreements and instruments governing our debt, including our financial covenants.
19
Guarantor Financial Information
Our 2032 Senior Notes were issued by our wholly owned subsidiaries, Sally Holdings LLC and Sally Capital Inc. (together, 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 to Sally Beauty. The guarantees are joint and several, and full and unconditional. Certain other subsidiaries, including our foreign subsidiaries, do not serve as guarantors.
The following summarized consolidating financial information represents financial information for the Issuers and the Guarantors on a combined basis. All transactions and intercompany balances between these combined entities have been eliminated.
The following table presents the summarized balance sheets information for the Issuers and the Guarantors as of December 31, 2025, and September 30, 2025:
(in thousands) |
|
December 31, 2025 |
|
|
September 30, 2025 |
|
||
Cash and cash equivalents |
|
$ |
88,091 |
|
|
$ |
85,360 |
|
Inventory |
|
$ |
718,863 |
|
|
$ |
721,975 |
|
Current assets |
|
$ |
914,069 |
|
|
$ |
927,667 |
|
Total assets |
|
$ |
2,159,366 |
|
|
$ |
2,177,968 |
|
Intercompany payable |
|
$ |
17,495 |
|
|
$ |
15,117 |
|
Current liabilities |
|
$ |
452,242 |
|
|
$ |
474,079 |
|
Total liabilities |
|
$ |
1,845,058 |
|
|
$ |
1,883,754 |
|
The following table presents the summarized statement of earnings information for the Issuers and the Guarantors for the three months ended December 31, 2025 (in thousands):
Net sales |
|
$ |
755,683 |
|
|
Gross profit |
|
$ |
394,766 |
|
|
Earnings before provision for income taxes |
|
$ |
51,588 |
|
|
Net Earnings |
|
$ |
38,294 |
|
|
Share Repurchase Programs
Under our current share repurchase program, we may from time to time repurchase our common stock on the open market. During the three months ended December 31, 2025 and 2024, we repurchased 1.4 million shares and 0.8 million shares of our common stock for $20.7 million and $10.0 million, respectively, under our share repurchase program, excluding the impact of excise taxes. See Note 5, Stockholders’ Equity, for more information about our share repurchase program.
Contractual Obligations
Other than our debt, as discussed above, there have been no material changes outside the ordinary course of our business to our contractual obligations since September 30, 2025.
Off-Balance Sheet Financing Arrangements
At December 31, 2025, and September 30, 2025, we had no off-balance sheet financing arrangements other than outstanding letters of credit related to inventory purchases and self-insurance programs.
Critical Accounting Estimates
There have been no material changes to our critical accounting estimates or assumptions since September 30, 2025.
Recent Accounting Pronouncements
See Note 2 of the Notes to Condensed Consolidated Financial Statements in Item 1 – “Financial Statements” in Part I – Financial Information.
20
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a multinational corporation, we are subject to certain market risks including foreign currency fluctuations, interest rates and government actions. There have been no material changes to our market risks from September 30, 2025. See our disclosures about market risks contained in Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in Part II of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
Item 4. Controls and Procedures
Controls Evaluation and Related CEO and CFO Certifications. Our management, with the participation of our principal executive officer (“CEO”) and principal financial officer (“CFO”), conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. The controls evaluation was conducted by our Disclosure Committee, comprised of senior representatives from our finance, accounting, internal audit, and legal departments under the supervision of our CEO and CFO.
Certifications of our CEO and our CFO, which are required in accordance with Rule 13a-14 of the Exchange Act, are attached as exhibits to this Quarterly Report. This “Controls and Procedures” section includes the information concerning the controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.
Limitations on the Effectiveness of Controls. We do not expect that our disclosure controls and procedures will prevent all errors and all fraud. A system of controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. Because of the limitations in all such systems, no evaluation can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Furthermore, the design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how unlikely. Because of these inherent limitations in a cost-effective system of controls and procedures, misstatements or omissions due to error or fraud may occur and not be detected.
Scope of the Controls Evaluation. The evaluation of our disclosure controls and procedures included a review of their objectives and design, our implementation of the controls and procedures and the effect of the controls and procedures on the information generated for use in this Quarterly Report. In the course of the evaluation, we sought to identify whether we had any data errors, control problems or acts of fraud and to confirm that appropriate corrective action, including process improvements, was being undertaken if needed. This type of evaluation is performed on a quarterly basis so that conclusions concerning the effectiveness of our disclosure controls and procedures can be reported in our Quarterly Reports on Form 10-Q and our Annual Reports on Form 10-K. Many of the components of our disclosure controls and procedures are also evaluated by our internal audit department, by our legal department and by personnel in our finance organization. The overall goals of these various evaluation activities are to monitor our disclosure controls and procedures on an ongoing basis and to maintain them as dynamic systems that change as conditions warrant.
Conclusions regarding Disclosure Controls. Based on the required evaluation of our disclosure controls and procedures, our CEO and CFO have concluded that, as of December 31, 2025, we maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting. During our most recent fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
21
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We are involved, from time to time, in various claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in such amounts in excess of our self-insured retention as we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect of these matters. We do not believe that the ultimate resolution of these matters will have a material adverse impact on our consolidated financial position, cash flows or results of operations.
We are subject to a number of U.S., federal, state and local laws and regulations, as well as the laws and regulations applicable in each foreign country or jurisdiction in which we do business. These laws and regulations govern, among other things, the composition, packaging, labeling and safety of the products we sell, the methods we use to sell these products and the methods we use to import these products. We believe that we are in material compliance with such laws and regulations, although no assurance can be provided that this will remain true going forward.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors contained in Item 1A. “Risk Factors” in Part I of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, which could materially affect our business, financial condition or future results. There have been no material changes from the risk factors disclosed in such Annual Report. The risks described in such Annual Report and herein are not the only risks facing our company.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Information regarding shares of common stock we repurchased during the quarter ended December 31, 2025, excluding the impact of excise taxes, is as follows:
Fiscal Period |
|
Total Number of Shares Purchased (1) |
|
|
Average Price Paid per Share (2) |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)(3) |
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs |
|
||||
Oct 1 - Oct 31, 2025 |
|
|
306,443 |
|
|
$ |
15.35 |
|
|
|
306,443 |
|
|
$ |
462,608,222 |
|
Nov 1 - Nov 30, 2025 |
|
|
394,097 |
|
|
|
14.77 |
|
|
|
394,097 |
|
|
|
456,786,017 |
|
Dec 1 - Dec 31, 2025 |
|
|
658,732 |
|
|
|
15.42 |
|
|
|
658,732 |
|
|
|
446,628,419 |
|
Total this quarter |
|
|
1,359,272 |
|
|
$ |
15.22 |
|
|
|
1,359,272 |
|
|
$ |
446,628,419 |
|
Item 5. Other Information
Adoption or Termination of Rule 10b5-1 Trading Plans
On
22
Item 6. Exhibits
Exhibit No. |
|
Description |
|
|
|
3.1 |
|
|
|
|
|
3.2 |
|
|
|
|
|
22* |
|
|
|
|
|
31.1* |
|
|
|
|
|
31.2* |
|
|
|
|
|
32.1* |
|
|
|
|
|
32.2* |
|
|
|
|
|
101 |
|
The following financial information from our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Earnings; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Stockholders’ Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to Condensed Consolidated Financial Statements. |
|
|
|
104 |
|
The cover page from our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2025, formatted in iXBRL (contained in Exhibit 101). |
* Included herewith
23
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 thereunto duly authorized.
|
|
|
SALLY BEAUTY HOLDINGS, INC. |
|
|
|
(Registrant) |
|
|
|
|
Date: February 9, 2026 |
|
|
|
|
|
|
|
|
By: |
|
/s/ Marlo M. Cormier |
|
|
|
Marlo M. Cormier |
|
|
|
Senior Vice President, Chief Financial Officer |
|
|
|
For the Registrant and as its Principal Financial Officer |
24
Exhibit 22
LIST OF SUBSIDIARY GUARANTORS
As of December 31, 2025, each of the following subsidiaries of Sally Beauty Holdings, Inc. is a guarantor of our unsecured 6.75% Senior Notes due 2032. The guarantees are joint and several, and full and unconditional. Sally Beauty Holdings, Inc. owns, directly or indirectly, 100% of each guarantor subsidiary.
Exact Name of Registrant as Specified in Its Charter |
State of Incorporation or Organization |
Arcadia Beauty Labs LLC |
Delaware |
Arcadia Beauty Labs II LLC |
Delaware |
Armstrong McCall Holdings, Inc. |
Texas |
Armstrong McCall Holdings, L.L.C. |
Delaware |
Armstrong McCall, L.P. |
Texas |
Armstrong McCall Management, L.C. |
Texas |
Beauty Holding LLC |
Delaware |
Beauty Systems Group LLC |
Virginia |
Diorama Services Company, LLC |
Delaware |
Innovations-Successful Salon Services |
California |
Loxa Beauty LLC |
Indiana |
Neka Salon Supply, Inc. |
New Hampshire |
Procare Laboratories, Inc. |
Delaware |
Sally Beauty Holdings, Inc. |
Delaware |
Sally Beauty International Finance LLC |
Delaware |
Sally Beauty Military Supply LLC |
Delaware |
Sally Beauty Supply LLC |
Virginia |
Sally Investment Holdings LLC |
Delaware |
Salon Success International, LLC |
Florida |
Exhibit 31.1
CERTIFICATION
PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Denise Paulonis, certify that:
Date: February 9, 2026 |
|
|
|
|
|
|
|
|
By: |
|
/s/ Denise Paulonis |
|
|
|
Denise Paulonis |
|
|
|
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Marlo M. Cormier, certify that:
Date: February 9, 2026 |
|
|
|
|
|
|
|
|
By: |
|
/s/ Marlo M. Cormier |
|
|
|
Marlo M. Cormier |
|
|
|
Senior Vice President, Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Sally Beauty Holdings, Inc. (the “Company”) on Form 10-Q for the quarterly period ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Denise Paulonis, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
|
By: |
|
/s/ Denise Paulonis |
|
|
|
Denise Paulonis |
|
|
|
Chief Executive Officer |
|
|
|
|
Date: February 9, 2026 |
|
|
|
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Sally Beauty Holdings, Inc. (the “Company”) on Form 10-Q for the quarterly period ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Marlo M. Cormier, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
|
By: |
|
/s/ Marlo M. Cormier |
|
|
|
Marlo M. Cormier |
|
|
|
Senior Vice President, Chief Financial Officer |
|
|
|
|
|
|
|
|
Date: February 9, 2026 |
|
|
|