Sally Beauty Holdings, Inc.

S A L LY  B E A U T Y  H O L D I N G S ,  I N C .
2024
ANNUAL 
REPORT

As we anticipated, our strategic initiatives continued to mature 
and gain traction as we progressed through the year, strengthening 
our sales performance in the second half of the year and our profit 
performance in the final quarter of the year. This was a testament 
to our teams, who have been navigating a dynamic environment 
with agility while meaningfully advancing our strategic pillars. 
Additionally, we generated strong cash flow from operations for 
the full year, which we deployed to complete another key 
acquisition for Beauty Systems Group, invest in our strategic 
initiatives, further reduce our debt levels, and return value to 
shareholders through our share repurchase program.
Fiscal Year 2024 Highlights
During fiscal 2024, our actions around performance marketing, 
product innovation, digital marketplaces, expanded distribution 
and new services drove operating and financial improvement 
across both business segments. Our consolidated net sales were 
$3.7 billion. Global e-commerce sales increased to $364 million and 
represented 10% of total net sales. Additionally, we maintained 
healthy gross margins of 51%, and delivered GAAP operating 
earnings of $283 million and GAAP diluted net earnings per share 
of $1.43. This performance enabled us to generate strong cash flow 
from operations of $247 million. 
I want to highlight a few of our operational successes from 2024:
•	 We built new and lasting relationships with customers through 
effective engagement, education and marketing initiatives. In 
fiscal year 2024, Sally U.S. and Canada generated 78% of its sales 
from our 16 million known customers.
•	 We delivered product innovation in both segments across 
third party and owned brands, driving growth and customer 
engagement. 
•	 We successfully expanded our marketplace initiative that is 
fueling digital sales growth and attracting new customers to the 
Sally brand through our partnerships with high-visibility platforms, 
including Amazon, DoorDash, Instacart and Walmart. 
•	 And lastly, in the fourth quarter, Beauty Systems Group completed 
the strategic acquisition of Exclusive Beauty Supplies of Florida, 
which allows us to expand our distribution rights for key brands 
like Moroccanoil, Olaplex, Rusk and Verb to all of our Beauty 
Systems Group stores throughout Florida.
Looking Ahead to Fiscal Year 2025
We are carrying this operating and financial strength into fiscal 
2025, remaining focused on driving consistent profitable growth 
and delivering value to shareholders. Our teams are continuing to 
advance our strategic initiatives related to enhancing our customer 
centricity, growing our high margin own brands and amplifying 
innovation, and increasing the efficiency of our operations.
Enhancing Our Customer Centricity. Sally’s Licensed Colorist on 
Demand initiative continues to gain momentum, which provides our 
customers with high-touch service and professional consultation. 
We are pleased with how this offering is scaling and attracting 
new customers to Sally with 45% of the customers being new to the 
brand. Additionally, we are pleased with our Marketplace initiative 
and the level of success we had in fiscal 2024 and look forward 
to accelerating growth in 2025 and beyond. We are currently 
partnered with Amazon, DoorDash, Instacart and Walmart. This 
strategy is bringing new customers to Sally, while the ability to utilize 
in-store fulfillment is driving more profitable sales growth. Lastly, we 
are excited about expanding our pilot with Happy Beauty Co. with 
our next tranche of ten pilot stores opening in our first quarter as well 
as our Sally Beauty Brand Refresh, which is designed to move us from 
a trusted beauty supplier to a more dynamic beauty powerhouse.
Our second initiative is Growing Our High Margin Owned Brands 
and Amplifying Innovation. Product innovation has proven to be a 
significant driver of growth and provides a significant competitive 
advantage to both Sally and Beauty Systems Group. In fiscal 2024, 
we delivered a consistent pipeline of innovation across our owned 
and third-party brands, and we have plans to further accelerate this 
in 2025. At Beauty Systems Group, we are increasing our presence 
with major brands like Amika, which recently expanded to all of our 
full-service direct sales consultants in October, after being fully rolled 
out to all Beauty Systems Group stores. Additionally, we expanded 
our distribution territories with both Moroccanoil and Color Wow. 
At Sally Beauty, we have innovation coming across color, bonding, 
nails and appliances, including an expanded partnership with 
Sauce Beauty coming in our second quarter and a new Ion 8-in-1 
Airstyler that launched in November.
Our third initiative, Increasing the Efficiency of Operations and 
Optimizing Our Capabilities, is based upon driving increased 
efficiency through our Fuel for Growth Program, which is helping 
us improve our profitability. By the end of fiscal 2025, we expect 
to capture cumulative gross margin and SG&A benefits of 
approximately $70 million, building on $28 million of benefit in 
fiscal 2024. This positions us to generate up to $120 million of 
cumulative run rate benefits by the end of fiscal 2026. With a 
strengthened foundation in place, the business is on the path to 
our long-term low double-digit operating margin target.
In summary, we are pleased to be entering fiscal 2025 from a 
position of strength. We have confidence that our industry leadership 
position, talented teams and strong cash flow will continue to 
provide us with the flexibility to define our future and return value 
to shareholders over the long-term. We are grateful for the hard 
work of our associates throughout the organization who bring an 
enthusiastic, customer-centric mindset to work every day. And we 
appreciate the support of our shareholders and look forward to 
updating you on our continued progress in fiscal 2025.
We appreciate your ongoing support.
Best Regards,
Dear Fellow Shareholders
Denise Paulonis
President and Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: SEPTEMBER 30, 2024
-OR-
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from _______________ to __________________
Commission File No. 1-33145
SALLY BEAUTY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
36-2257936
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
3001 Colorado Boulevard
76210
Denton, Texas
(Zip Code)
(Address of principal executive offices)
(800) 777-5706
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $.01 per share
SBH
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒
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. Yes ☒No ☐
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). Yes ☒No ☐
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.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐No ☒
The aggregate market value of registrant’s common stock held by non-affiliates of the registrant, based upon the closing price of a share
of the registrant’s common stock on March 31, 2024, was approximately $1,279,396,000. At November 8, 2024, there were 101,880,965
shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement relating to the registrant’s 2025 Annual Meeting of Stockholders are incorporated by reference
into Part III of this Annual Report on Form 10-K where indicated.


i
TABLE OF CONTENTS
Page
PART I
ITEM 1.
BUSINESS..................................................................................................................................
1
ITEM 1A. RISK FACTORS.........................................................................................................................
10
ITEM 1B. UNRESOLVED STAFF COMMENTS......................................................................................
22
ITEM 1C. CYBERSECURITY....................................................................................................................
22
ITEM 2.
PROPERTIES .............................................................................................................................
24
ITEM 3.
LEGAL PROCEEDINGS ...........................................................................................................
26
ITEM 4.
MINE SAFETY DISCLOSURES...............................................................................................
26
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ..............................
27
ITEM 6.
[RESERVED]..............................................................................................................................
28
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS..............................................................................................
29
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...........
36
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ..........................................
37
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.......................................................................................
37
ITEM 9A. CONTROLS AND PROCEDURES ...........................................................................................
38
ITEM 9B. OTHER INFORMATION...........................................................................................................
39
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS......................................................................................................................
39
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE....................
40
ITEM 11. EXECUTIVE COMPENSATION ..............................................................................................
40
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS....................................
40
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.................................................................................................................
41
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.............................................................
41
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES..................................................
42
ITEM 16. FORM 10-K SUMMARY...........................................................................................................
45

ii
In this Annual Report, references to the "Company,” “Sally Beauty,” “SBH,” “our company,” “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 Annual Report on Form 10-K 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,” “anticipates” 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 to this Annual Report on Form 10-K, 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.

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PART I
ITEM 1. BUSINESS
Our Company
Sally Beauty Holdings, Inc. is a leading international specialty retailer and distributor of professional beauty supplies.
As experts in hair color and care, we aim to empower our customers to express themselves through their hair and
beyond. We operate two business segments that offer beauty products in key categories, including hair care, hair color,
styling tools and nails.
Sally Beauty Supply (“SBS”) – An omni-channel retailer that offers professional-quality beauty supplies at
attractive prices and provides education to retail consumers and salon professionals throughout North America,
South America and Europe. SBS operates primarily through retail stores (generally operating under the Sally
Beauty banner) and digital platforms, including our www.sallybeauty.com website and a mobile commerce-based
app.
Beauty Systems Group (“BSG”) – A leading full-service omni-channel distributor that offers professional
beauty supplies exclusively to salons and salon professionals throughout the U.S. and Canada. These salon
professionals primarily rely on just-in-time inventory due to capital constraints and limited warehouse and shelf
space. BSG operates through company-operated stores (generally operating under the Cosmo Prof banner),
franchised
stores,
distributor
sales
consultants
(“DSCs”)
and
digital
platforms,
including
our
www.cosmoprofbeauty.com website, a mobile commerce-based app and chain portals.
The breadth, depth and professional quality of our hair color and care assortment provides us with a differentiated
core business in an industry which is otherwise fragmented. Due to our long history, brand heritage, product and
process-specific knowledge and training of associates, we provide unmatched hair color and care expertise to
consumers. We also have strong positioning with suppliers given our focus and economies of scale of purchasing. By
operating in a variety of channels, we are able to reach broad, diversified geographies and customer segments using a
variety of product assortments and tactics.
Operating and Growth Strategy
Our operating and growth strategy is guided by our vision to own professional hair color and care for both the do-it-
yourself (“DIY”) enthusiast and the professional stylist. SBS’s differentiation is to offer a vast array of hair color and
care solutions for in-home use, supported by the content and education we provide our customers. At BSG, we are the
largest North American distributor of professional hair color and care, offering stylists and salons the most extensive
portfolio of third-party brands in the market.
We remain focused on driving top line growth and profitability by executing on our strategic initiatives:
Customer Centricity
Our DIY customers and professional stylists value the services, education and innovation we provide. We continue to
build customer centricity through our value-added services and concepts, including Licensed Colorist on Demand
(“LCOD”), Happy Beauty Co. and digital marketplaces such as Amazon, Walmart.com, DoorDash, and Instacart.
Looking ahead, we plan on using technology to expand our role in the stylists ecosystem to create value for stylists
and our brands. As we gain insights and customer feedback from these concepts, we believe there are opportunities
for us to expand on these concepts further and to provide growth beyond our core.
Owned Brands and Innovation
We believe our focus on growing our owned brands at SBS and innovating will help us attract new customers and
keep long-term relationships with existing customers. During the fiscal year, we continued to expand our owned brand
portfolio and brought to market many innovative products from new and key vendors. At BSG, we further expanded
our distribution with brands like Amika, Color Wow, and Moroccanoil and we continue to test new brands.
Additionally, at the end of the fiscal year, we expanded our distribution rights and significantly strengthened BSG’s
position in a strategically important market with the acquisition of Exclusive Beauty. Going into next fiscal year, we
are focused on expanding our owned brand offerings to drive higher sales penetration in Sally, increasing our BSG
distribution footprint through expanding high-profile brands, and bringing to market innovation across our key
categories of hair care and hair color.

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Efficiency and Optimization
During the fiscal year, we were able to continue our Fuel for Growth (“FFG”) initiative that was initially launched in
fiscal year 2023. FFG is a mandate to rethink the way we work, generating cost savings and modernizing key parts of
our business. For example, our transition to pooled distribution and ongoing changes to our store shipping frequency
have lowered our transportation costs. During fiscal 2024, we transitioned select information technology functions to
a best cost location, which allowed for the consolidation of our vendor base, lower costs, and the creation of
organizational efficiencies.
We believe focusing in these areas will position our company for future growth, further enhance our ability to meet
our customers where they are and help us attract new customers.
Store Design and Locations
Sally Beauty Supply
SBS has retail stores in the U.S. (including Puerto Rico), Canada, Mexico, the United Kingdom, Ireland, Belgium,
France, Germany, the Netherlands, Spain and Chile. Stores are designed to highlight our extensive product offerings
and differentiated position in hair color, hair care, styling tools and nails. We apply strong category management
processes, including store specific planograms, to maintain consistent merchandise presentation across our store base.
In the U.S. and Canada, our average store offers an average of 7,000 beauty products and is approximately 1,700
square feet in size. Stores are typically located in strip shopping centers, which are occupied by other high-traffic
retailers such as grocery stores, mass merchants and home improvement centers. Store formats, including average size
and product selection, vary by marketplace to meet the needs of the local customer.
We calibrate store renewals, remodels and expansions between new and existing geographies. In existing
marketplaces, we add stores to provide additional coverage and strategically close or relocate underperforming stores
as necessary. In new marketplaces, SBS selects geographic areas and store sites on the basis of demographic
information, the quality and nature of neighboring tenants, store visibility and location accessibility. SBS generally
seeks to expand in geographically contiguous areas to leverage its expertise and brand recognition.
During the fiscal year, we continued testing our new Happy Beauty Co. store concept. Happy Beauty Co. is a unique
new retail store concept that brings to market an engaging beauty experience with thousands of quality products priced
under $10 in an accessible, fun and expressive environment. Stores feature both third-party brands and our owned
brands encompassing four key categories: cosmetics and facial care, bath and body, nails, and hair. The initial pilot
stores were opened in the Dallas/Ft. Worth, Texas and Phoenix, Arizona markets. We currently anticipate opening a
small number of additional pilot stores within the same markets during fiscal year 2025.
Additionally, we have made the decision to move away from services in our Studio by Sally store concept given the
solid traction we are seeing with our LCOD online consultation services. We are taking the knowledge from the Studio
by Sally stores and applying the learnings to the rest of the SBS fleet, including piloting a store refresh that reflects
modernized branding, an expanded assortment, as well as new floor plans and fixtures.
SBS’s store count for the last three fiscal years is summarized in the following table:
Fiscal Year
2024
2023
2022
Beginning store count
3,148
3,439
3,549
Opened (1)
32
54
47
Closed (2)
(51)
(345)
(155)
Franchises closed
—
—
(2)
Ending store count
3,129
3,148
3,439
(1) In fiscal years 2024 and 2023, we opened two pilot stores and 10 pilot stores, respectively, for Happy Beauty Co.
(2) In fiscal years 2023 and 2022, we closed 294 stores and 36 stores, respectively, in connection with our Distribution Center Consolidation
and Store Optimization Plan (the "Plan”).
Beauty Systems Group
BSG stores, including franchise-based Armstrong McCall stores, are designed to highlight our extensive product
offerings to salons and salon professionals. Our stores, on average, offer approximately 8,000 professional beauty
products tailored to the territory and are segmented into distinctive areas arranged by product type, with certain areas

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dedicated to leading third-party brands. Our company-operated stores average approximately 2,700 square feet and
are located primarily in secondary strip shopping centers, and are a destination exclusively for licensed cosmetologists.
BSG’s store count for the last three fiscal years is summarized in the following table:
Fiscal Year
2024
2023
2022
Beginning store count
1,338
1,355
1,362
Opened
14
38
54
Closed (1)
(20)
(55)
(61)
Franchises opened
1
—
2
Franchises closed
(2)
—
(2)
Ending store count
1,331
1,338
1,355
(1) In fiscal years 2024, 2023 and 2022, we closed 2 stores, 26 stores and 7 stores, respectively, in connection with the Plan.
Merchandise
We believe our product offerings, led by our hair color and care categories, provide us a competitive advantage. During
the last three fiscal years, our hair color and care products made up approximately 70% of our total consolidated sales.
Key products included within our sales categories are as follows:
•
Hair Color – Developer/lightener, semi-permanent/demi-permanent/permanent hair color, toner
•
Hair Care – Shampoo and conditioner, hair gels, creams, oils, and other styling products
•
Styling Tools – Hair dryers, irons, curling rods/rollers/pins, brushes/combs, clippers/trimmers/accessories,
shears, razors, salon accessories, including chargers for tools & appliances
•
Nails – Polish, gel, acrylics, dips, nail accessories, supplies & tools
•
Skin and Cosmetics – Cosmetics, cosmetic accessories, lashes and accessories, hair removal, skincare,
jewelry
•
Other Beauty Products – Salon chairs, dryers, shampoo bowls, basics
Additionally, as a top destination to shop for professional color and care, our goal is to be in-stock in these core
categories at every opportunity.
Sally Beauty Supply
SBS carries an extensive selection of leading third-party, owned and exclusive-labeled brand professional beauty
products across a variety of categories. As leaders in the beauty industry, we believe we are uniquely positioned to
adapt and innovate within our brands, partnerships and product offerings to provide the looks customers want. We
believe this focus helps us attract new customers and keep long-term relationships with existing customers. During
the fiscal year, we continued to focus on our owned brands, driving significant growth in our newest brands; bondbar,
Inspired by Nature and Strawberry Leopard. Furthermore, we expanded our selection of mindful products, by adding
Xmondo, Better Natured and Sauce Beauty, that are vegan-free, cruelty free, consciously packaged and provide
charitable contributions to communities. Lastly, we continue to grow our nail category with a large selection of dips,
gels and press on nails.
We believe that many of our owned brands, available only at SBS, offer equal or better quality than leading third-
party brands. During the fiscal years 2024, 2023, and 2022, our SBS U.S.- and Canada-owned brand sales have been
approximately 34%, 34%, and 32%, respectively, of total SBS U.S. and Canada sales.
Beauty Systems Group
BSG carries an extensive, industry-leading selection of third-party branded products, many of which have exclusive
distribution rights with us. We are a trusted partner to the licensed stylist community and therefore have competitive
prices across a variety of product categories. Our assortment and distribution are unique in certain geographies, and
we continue to pursue the acquisition of additional distribution rights as well as expand our channels of operations
with our existing brand portfolio. As one of the largest North American distributors of professional hair color and care
products, carrying an extensive selection of branded merchandise and educating on the latest technology and
techniques are critical to maintaining relationships with our community of professional stylists and estheticians.

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Marketing and Advertising
Sally Beauty Supply
We target existing and potential customers through an integrated marketing approach designed to reach the customer
through a variety of media channels, including digital advertising, e-mail, social media, text messaging, mobile app
push notifications, direct mail, radio and experiential advertising.
SBS’s marketing initiatives are designed to drive customer traffic through added education, content and community
building. We leverage a combination of internal and external influencers/content experts to educate and make
customers feel confident about DIY hair color, hair care, nails and other beauty trends. Our external influencers consist
of content creators and/or professional stylists who are DIY experts in their areas of focus and aim to inspire, educate
and empower beauty enthusiasts. Additionally, our internal Sally Beauty Associate Affiliate Program encourages our
associates to share their unique expertise with customers on social media to curate a community of inspiring, diverse
creators who are using SBS merchandise for their DIY beauty, nails, hair and self-expression.
Beauty Systems Group
BSG’s marketing programs are designed to promote its extensive selection of brand partners' products at competitive
prices and to educate, motivate and empower existing and potential customers. We work closely with our vendors to
provide promotional offers for certain products to target existing and potential customers. We distribute promotional
material through multiple channels, including print mail, e-mail, SMS, mobile app push notifications, social media,
trade shows, educational events, virtual education events, store personnel and DSCs. As of September 30, 2024, we
had a network of 652 DSCs who personally consult, support and sell directly to salons and salon professionals. In
addition, we believe that our digital platforms enhance other efforts intended to promote awareness of our products
by salons and salon professionals.
Customer Loyalty
In the U.S. and Canada, we have approximately 16 million loyal customers, of which a majority are part of our Sally
Beauty Rewards Program. Our Sally Beauty Rewards Program is designed to earn SBS customer loyalty and was
recognized as one of “America’s Best Loyalty Programs” by Newsweek and Statista in recent years. The program is
free to join, and it provides our loyalty customers the ability to earn points on their SBS purchases and to convert those
points to Sally Beauty Rewards when certain thresholds are attained. Through the program, these customers may also
receive exclusive savings and personalized marketing offers.
The following table highlights the size of the Sally Beauty Rewards membership and the percentage of sales for which
their membership accounts:
Fiscal Year
2024
2023
2022
Sally Beauty Reward members
15.0 million
15.6 million
16.3 million
% of Sales
76.7%
76.3%
75.7%
In the U.S., we also offer our SBS customers the opportunity to apply for the Sally Beauty Rewards Credit Card which
provides additional benefits to Sally Beauty Rewards members. Additionally, we offer our SBS professional customers
and BSG customers the opportunity to apply for the Cosmo Prof Rewards Credit Card, which provides (i) discounts
on Cosmo Prof purchases or (ii) points through the Sally Beauty Rewards Program on SBS purchases.
Through these programs, we are able to collect valuable point-of-sale customer data in order to increase our
understanding of customers and enhance our ability to personalize our marketing. We will continue to monitor and
adjust our Sally Beauty Rewards Program in an effort to further enhance our customer experience and promote repeat
sales from both retail customers and salon professionals. Outside of the U.S. and Canada, our customer loyalty and
marketing programs vary by marketplace.
Digital Strategy
We continue to grow our digital footprint, not only through our marketing and customer relationship efforts, but also
through our digital platforms in each segment. We believe we are uniquely positioned to continue expanding our
digital sales penetration thanks to our omni-channel business model, which enables us to meet our customers where
they are: in store or online, or through a hybrid approach such as our “buy online, pick up in store” ("BOPIS") option.
Additionally, our digital strategy of enhancing our customer centricity aims to expand our services ecosystem to

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support professional stylists as well as increase education and expertise to inspire and support all of our customers.
For the fiscal years 2024, 2023, and 2022, our global e-commerce sales represented approximately 9.8%, 9.3%, and
8.7%, respectively, of our consolidated sales.
To that end, we are excited to continue our digital expansion through our recent initiatives, such as expanding online
digital marketplaces and our LCOD featured on our website, www.sallybeauty.com.
In SBS, we offer LCOD to provide our customers with a more engaging shopping experience. Our LCOD is a digital-
focused initiative where customers can live chat with a licensed colorist by text, voice or video to learn more about
our hair color product offerings and how to use our products to achieve their desired results. This online option is
available in all 50 states and appears as a chat box when customers are browsing our selection of hair color
merchandise on our website. As mentioned above, we are seeing positive insights and customer feedback around our
LCOD initiative. Furthermore, over the past few years, we launched digital marketplaces with Walmart.com and
Amazon.com, and this year expanded to other online partners, like DoorDash and Instacart, to fuel digital sales growth
and attract new customers to our Sally brands.
Distribution
We currently receive our merchandise through several distribution centers in the U.S. and various other countries. Our
distribution centers service our stores, orders from our DSCs and ship-to-customer orders through various freight
carriers. We procure our owned brand merchandise through domestic and foreign vendors and work closely with our
overseas vendors to fulfill production orders and schedule ocean and freight carriers to deliver to our distribution
centers.
Over the past several years, we have made significant investments in our end-to-end supply chain systems and
processes to build a best-in-class merchandising and supply chain platform for the future. As a result, we were recently
able to adjust to a new shipping frequency from our distribution centers to a majority of our SBS and BSG stores in
the U.S. and Canada by leveraging investments within our supply chain systems. This change has resulted in improved
labor productivity and reduced freight costs, while allowing us to maintain healthy in-stock levels.
Additionally, customers are looking for more convenient options for receiving merchandise, which is helping drive
their purchasing decisions. As such, we have made significant investments to “meet them where they are.” When
ordering through our digital platforms, our customers can select different fulfillment options, including the following:
BOPIS; deliver by common carrier (from store or distribution centers); 2-hour delivery; and fulfilling from certain
digital marketplaces.
Seasonality
Our business is generally not seasonal.
Our Competition
The primary competitive factors in our industry are: the price of branded and owned brand products; exclusive
distribution contracts; the quality, perceived value, brand name recognition, packaging and variety of the products
sold; customer service; efficiency of distribution networks; and the availability of desirable store locations.
SBS competes primarily with beauty product wholesale and retail outlets, including local and regional open-line
beauty supply stores, professional-only beauty supply stores, mass merchandisers, online retailers, drug stores,
department stores and supermarkets as well as salons that sell hair care products. BSG competes primarily with beauty
product wholesale suppliers, including online retailers and manufacturers selling their products directly to salons and
salon professionals.
We face competition from certain manufacturers that use their own sales forces to distribute their professional beauty
products directly or that align themselves with our competitors. Some of these manufacturers are vertically integrated
through the acquisition of distributors and stores. We also face competition from authorized and unauthorized retailers
as well as internet sites offering professional salon-only products that are not brand-approved for distribution.
Our Suppliers
We purchase our branded merchandise directly from manufacturers through supply contracts and purchase orders. For
fiscal year 2024, our five largest suppliers – Henkel AG & Co. KGaA; Wella Company; the Professional Products
Division of L'Oreal USA S/D, Inc.; John Paul Mitchell Systems; and Kao Corporation – accounted for approximately

- 6 -
47% of our consolidated merchandise purchases. We have developed long-standing, relationships, some of which are
exclusive, with these suppliers and many others, which we believe are core to our competitive advantage. We purchase
products from these and many other manufacturers on an at-will basis or under contracts which can generally be
terminated without cause upon 90 days or less notice or that expire without express rights of renewal.
Intellectual Property
In the U.S. and in other countries where we operate, we have registered or legally protected trademarks, copyrights,
internet domain names, service marks and trade names that are used to promote and market our business, stores, digital
platforms and products. We believe many of these are well recognized and have significant value, including but not
limited to the following: Sally®, Sally Beauty®, Cosmo Prof®, Armstrong McCall®, ION® and Beyond the Zone®.
Our Company Purpose & Values
Our Company Purpose & Values are intended to establish our rallying cry and focus our teams on the impact we
intend to have in the world.
Our Purpose: TO INSPIRE A MORE COLORFUL, CONFIDENT AND WELCOMING WORLD
Our Values:
•
BE YOURSELF. Come as you are—everyone is welcome here.
•
BE AN INSPIRATION. Share your passion and knowledge with your team, your customers, the world.
•
BE BOLD. Dive in. Move fast. Say yes.
•
BE AN OWNER. Drive growth. Create your future.
•
BE PART OF SOMETHING BIGGER. Take care of each other, our community and our planet.
More information on our Purpose & Values can be found at: www.sallybeautyholdings.com/our-company/purpose-
and-values.
Human Capital Management
As of September 30, 2024, we had approximately 27,000 global associates, including approximately 12,000 full-time
associates. We believe they are our greatest asset, with their combined skills, knowledge, work/life experiences and
capabilities. At the front line interacting with our customers or behind the scenes supporting our field teams, our
associates play a major role in our business. While we often emphasize our technology-based transformations and our
wide variety of professional beauty products as key attributes, nothing happens or succeeds without our people.
In return for what they do for us, we strive to, among other things:
•
Ensure our associates work in a safe, healthy environment;
•
Provide competitive compensation and benefits packages that attract and retain talent in every facet of our
business – stores, direct sales, distribution centers and corporate headquarters. Our benefits range from
medical, dental and vision care – including options for our part-time associates – to 401(k), short and long-
term disability and a robust Employee Assistance Program. Starting fiscal year 2023, we began providing six
weeks of paid parental leave for mothers, fathers or partners upon the birth or placement of a child;
•
Provide meaningful, engaging learning and development that grows our associates’ knowledge of and
capability with respect to our business and skills that will help them in business and life; and
•
Create an environment and culture where everyone can bring their true self to work because our differences
are what make us beautiful. At SBH, we believe our focus on Diversity, Inclusion & Belonging are crucial
to improving how we interact with and influence our associates, customer environments and broader
communities. We are committed to being a force for change.
Associate Health & Safety
We strive to create a safe and healthy work environment for all associates.
We place a high value on the health and safety of our associates, customers, suppliers and vendors. This commitment
is evidenced, in part, by our background check policy for new hires, training and policy implementations related to

- 7 -
handling both associate and customer incidents, partnerships to maintain the stores and make necessary repairs, as
well as ongoing support in the field and at the support center.
Additionally, we value our partnerships with suppliers and vendors and understand the impact they can have on our
associates. Thus, SBH has included rules governing their conduct, both with respect to expectations while interacting
with our associates and, for our foreign suppliers, assurances that they too are providing a safe and healthy working
environment for their associates.
Labor Practices
We provide competitive wages and benefits in a positive work environment where we focus on doing what is right.
We are an Equal Opportunity Employer with up-to-date policies, procedures and practices with respect to important
issues such as safety, discrimination, harassment and retaliation. We provide focused training on these issues to our
associates and managers.
We clearly communicate that any concerns related to issues such as discrimination, harassment, retaliation – and other
issues such as wage law compliance and fraud – should be reported immediately. We also communicate the avenues
available to our associates to do so through our “SBH CARES” communications and posters. The reporting avenues
include options to do so by phone or online through our “Employee Concern Line” and to do so anonymously if an
associate prefers to take that approach.
We ensure compliance with other important labor and employment law issues through a variety of processes and
procedures, using both internal and external expertise and resources.
We also emphasize the importance of taking care of our associates in our Company’s Code of Business Conduct and
Ethics, the standard of conduct that applies to all of our associates, executive officers and Board of Directors (the
"Board"). The Code reflects the core principles of conducting our business as a good corporate citizen in compliance
with all laws, rules and regulations applicable to us and with regard for the welfare of our associates and providing
equal
opportunity
to
all
associates
and
job
applicants.
You
can
review
this
important
document
at
http://investor.sallybeautyholdings.com.
Associate Engagement, Development and Culture
We live our values, listen to our associates and take action.
We make significant efforts to ensure our associates are informed, engaged and excited about the work they are doing
and contributions they are making to our Company and our customers. We are committed to providing associates with
what they need to thrive and grow their career. We significantly invest in our talent processes and set clear expectations
around leadership competencies and our cultural values at all levels in the organization. At SBH, we consider the
whole end-to-end talent cycle of an associate to ensure we select exceptional people to represent our business and best
serve our customer. This includes robust interviewing processes as well as comprehensive onboarding programs to
ensure new hires are set up to succeed in their early stages of joining SBH. There is also a strong cadence of completing
regular cycles of performance management, linked to our Company values and leadership competencies, as well as
regular reviews of our talent and succession pipelines.
Importantly, we devote significant effort and resources to the development of our associates, including providing
almost all of our associates access to state-of-the-art learning management systems. We use these platforms to provide
specifically designed and interactive award-winning e-learning courses in sales and service, product and hair
knowledge, compliance training, and health and safety.
We also place significant value and attention on responding to feedback and input from associates. This includes
surveys regarding issues such as Diversity, Inclusion & Belonging and our engagement survey. We review our team’s
input and comments, identify common themes and set out action plans to respond. We believe listening is crucial, but
taking action and making commitments are even more important.
As discussed below, our efforts around Diversity, Inclusion & Belonging are a core focus of our associate engagement
and culture.
Diversity, Inclusion & Belonging
At SBH we celebrate differences, inclusivity and self-expression. This fundamental aspect of SBH’s culture is rooted
in our belief that beauty is for everyone, and everyone should find their own path to beauty. Our associates and our
customers care about celebrating diversity and self-expression. We want our Company and our stores to be places
where all of our associates and customers feel valued for who they are and experience a sense of belonging.
We come together to create a culture for “One & All”

- 8 -
Diversity, Inclusion & Belonging are at the heart of who we are as a company – at the Board level, throughout our
global workforce and in our shared commitment to serving a diverse customer base and their communities.
Our Diversity, Inclusion & Belonging Mission Statement:
We find beauty in YOU!
Finding beauty in diversity is in our DNA because our differences are what make us beautiful. Our diversity,
inclusivity and self-expression are what fuel our innovation and growth.
At SBH, we come together to create a culture for ONE & ALL.
At the Board Level: Our Board’s composition leads the Company’s commitment to Diversity, Inclusion and
Belonging. Having diverse voices on our Board enhances the Board’s expertise, broadens its viewpoint and sets the
tone to encourage leaders at all levels of the Company to listen to the concerns of our associates and customers alike.
Our Compensation & Talent Committee provides hands-on oversight and guidance of our Diversity, Inclusion &
Belonging initiatives. Our Board believes listening and responding to diverse voices is crucial to the Company’s
success and long-term sustainability.
In Our Workforce: Our SBH team in the U.S. & Canada is approximately 90% women and approximately 50% people
of color. In recent years, Newsweek has recognized SBH among America’s Greatest Workplaces, America’s Greatest
Workplaces for Diversity and America’s Greatest Workplaces for Women. We recognize and celebrate the bedrock
values of workforce diversity, inclusion, belonging and engagement within our teams. For us, these are key drivers of
the success of the business, as our associates should – and do – reflect the various qualities of our customers and what
they desire and expect from SBH.
During the fiscal year, we furthered our work with our existing Employee Resource Groups ("ERGs"). Our first four
ERGs represent our Black, Hispanic, Women and LGBTQ+ associates, and this year, we added two additional ERGs
focused on Veterans and Associates with Disabilities/Neurodivergent Thinking. These ERGS have made a meaningful
impact on our team and business, and we will continue to connect and engage them on how we do business, how we
best serve our customers, and how we enhance our team and culture.
In Our Customer Base: Our customers span the entire continuum of gender and ethnic diversity. We sell beauty
products to treat and style every kind of hair; we deliver a tailored assortment of beauty products that serve the local
communities where our over 3,500 U.S. and Canada stores are located. Serving the diverse demographics and needs
of our customers drives a culture and workforce that embraces and reflects the communities we serve.
We will continue to develop and evolve how we enhance Diversity, Inclusion & Belonging throughout SBH. We
recognize the value these initiatives bring to our Company, our associates, our customers and the communities we
serve.
More
information
on
our
approach
to
Diversity,
Inclusion
&
Belonging
can
be
found
at:
www.sallybeautyholdings.com/our-company/diversity-inclusion-and-belonging.
Regulation
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.
For example, in the U.S., most of the products we sell and the content and methods of advertising and marketing that
we utilize are subject to both federal and state regulations administered by a host of federal and state agencies,
including, in each case, and among other agencies, one or more of the following: the Food and Drug Administration
(the "FDA"), the Federal Trade Commission and the Consumer Products Safety Commission. The transportation and
disposal of many of our products are also subject to federal and state regulation. State and local agencies regulate
many aspects of our business. We also face comprehensive regulation outside the U.S., focused primarily on product
labeling and safety issues, such as cosmetic regulations administered by the EU Commission, Health Canada, Mexico
COFEPRIS, and Chile ISP. We believe we are in material compliance with the laws and regulations to which we are
subject, although no assurance can be provided that this will remain true going forward or that we will not be required
to incur meaningful expenses to comply with such laws and regulations.
As of September 30, 2024, we supplied franchised stores primarily located in the U.S. As a result of these franchisor-
franchisee relationships, we are subject to regulation when offering and selling franchises. The applicable laws and

- 9 -
regulations affect our business practices, as franchisor, in a number of ways, including restrictions placed upon the
offering, renewal, termination and disapproval of assignment of franchises. To date, these laws and regulations have
not had a material effect upon our operations.
Access to Public Filings
Our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and
amendments to such reports are available, without charge, on our website, www.sallybeautyholdings.com, as soon as
reasonably possible after they are filed electronically with the Securities and Exchange Commission ("SEC") under
the Exchange Act. The SEC maintains an internet site that contains our reports, proxy and information statements, and
other information we file electronically with the SEC at www.sec.gov. We will provide copies of such reports to any
person, without charge, upon written request to our Investor Relations Department at our principal office. The
information found on our website shall not be considered to be part of this or any other report filed with or furnished
to the SEC.

- 10 -
ITEM 1A. RISK FACTORS
Important risk factors that could materially affect our business, financial condition or results of operations in future
periods are described below. These factors are not intended to be an all-encompassing list of risks and uncertainties
and are not the only risks and uncertainties we face. Additional risks not currently known to us, or that we currently
deem to be immaterial, also may materially adversely affect our business, financial condition or results of operations
in future periods.
Operational, Strategic and General Business Risks
The beauty products distribution industry is highly competitive and is consolidating.
We face significant competition from other beauty stores and outlets, salons, mass merchandisers, online retailers,
drug stores and supermarkets. The primary competitive factors in the beauty products distribution industry are price,
quality, perceived value, consumer brand name recognition, packaging and variety and availability, customer service,
desirable store locations, in-stock inventory and, with respect to e-commerce, look and feel of website and delivery
times and costs. Competitive conditions may limit our ability to maintain prices or may require us to reduce prices to
retain business or channel share, particularly because customers are able to quickly and conveniently comparison-
shop and can determine real-time product availability using digital tools. This behavior can lead to decisions driven
solely by price, the functionality of the digital tools, or a combination of these and other factors. Some of our
competitors have greater financial and other resources than we do and are less leveraged than our business and may
therefore be able to spend more aggressively on advertising and promotional activities and may respond more
effectively to changing business and economic conditions. Furthermore, there are few significant barriers to entry into
the marketplace for most of the products we sell, making it easy for new market entrants to compete with us. We
expect existing competitors, business partners and new entrants to the beauty products distribution industry to
constantly revise or improve their business models in response to challenges from competing businesses, including
ours. If these competitors introduce changes or developments that we cannot address in a timely or cost-effective
manner, our business may be adversely affected.
In addition, our industry is consolidating, which may give our suppliers and our competitors increased negotiating
leverage and greater marketing resources. For instance, we may lose customers if those competitors which have broad
geographic reach attract additional salons (individual and chain) that are currently BSG customers, or if professional
beauty supply manufacturers align themselves with our competitors or begin selling directly to customers. Not only
does consolidation in distribution pose risks from competing distributors, but it may also place more leverage in the
hands of certain manufacturers, resulting in smaller margins on products sold through our network.
If we are unable to compete effectively in our marketplace or if competitors divert our customers away from our
networks, it would adversely impact our business, financial condition and results of operations.
We may be unable to anticipate and effectively respond to changes in consumer preferences and buying trends in
a timely manner.
Our success depends in part on our ability, and our distributed third-party brands' ability, to anticipate, gauge and react
in a timely manner to changes in consumer spending patterns and preferences for specific beauty products. If we or
the brands we distribute do not timely identify and properly respond to evolving trends and changing consumer
demands for beauty products in the geographies in which we compete, our sales may decline significantly.
Furthermore, we may accumulate additional inventory and be required to mark down unsold inventory to prices that
are significantly lower than normal prices, which would adversely impact our margins and could further adversely
impact our business, financial condition and results of operations. Additionally, a large percentage of our SBS product
sales come from our owned and exclusive-label brand products. The development and promotion of these owned and
exclusive-label brand products often occur well before these products are sold in our stores. As a result, the success
of these owned and exclusive-label brand products is largely dependent on our ability to develop products that meet
future consumer preferences at prices that are acceptable to our customers. Furthermore, we may have to invest
significant amounts on the advertising and marketing of our owned and exclusive-label brands to drive customer
awareness of these brands. There can be no assurance that any new owned or exclusive-label brand will meet consumer
preferences, gain acceptance among our customer base or generate sales to become profitable or to cover the costs of
its development and promotion.

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We expect continuously changing fashion-related trends and consumer tastes to influence future demand for beauty
products. Changes in consumer tastes, fashion trends and brand reputation can have an impact on our financial
performance. If we or third-party brands we distribute are unable to anticipate and respond to trends in the marketplace
for beauty products and changing consumer demands and/or maintain a strong brand reputation, our business could
suffer.
Our future success depends in part on our ability to successfully implement our strategic initiatives to improve the
customer experience, attract new customers and improve the sales productivity of our stores.
We are continuing the implementation of a significant number of strategic initiatives designed to enhance our customer
centricity, increase our owned brand sales penetration, improve operational efficiencies and optimize our capabilities,
including through the closure of underperforming stores and the consolidation of distribution centers. There can be no
assurance that these or future strategic initiatives will be successful. Furthermore, we are investing significant
resources in these initiatives and the costs of the initiatives may outweigh their benefits. If these strategic initiatives
are not successful, our comparative sales will suffer and our growth prospects, financial results, profitability and cash
flows will also be adversely impacted.
We depend upon manufacturers who may be unable to provide products of adequate quality or who may be
unwilling to continue to supply products to us.
We do not manufacture any products we sell and instead purchase our products from recognized brand manufacturers
and private label fillers. We depend on a limited number of manufacturers for a significant percentage of the products
we sell.
Because we purchase products from many manufacturers and fillers pursuant to at-will contracts and contracts which
can be terminated without cause upon 90 days’ notice or less, or which expire without express rights of renewal,
manufacturers and fillers could discontinue sales to us immediately or upon short notice. Some of our contracts with
manufacturers may be terminated if we fail to meet specified minimum purchase requirements. If minimum purchase
requirements are not met, we do not have contractual assurances of continued supply. In lieu of termination, a
manufacturer may also change the terms upon which it sells—for example, by raising prices or broadening distribution
to third parties. For these and other reasons, we may not be able to acquire desired merchandise in sufficient quantities
or on acceptable terms in the future.
Changes in SBS’s and BSG’s relationships with suppliers occur often and could positively or negatively impact the
net sales and operating earnings of both business segments. Some of our suppliers may seek to decrease their reliance
on distribution intermediaries, including full-service/exclusive and open-line distributors like BSG and SBS, by
promoting their own distribution channels. These suppliers may offer advantages, such as lower prices, when their
products are purchased from distribution channels they control. If our access to supplier-provided products were to
diminish relative to our competitors or if we were not able to purchase products at the same prices as our competitors,
our business could be materially and adversely affected. Further, consolidation among suppliers may increase
suppliers' negotiating leverage, thereby providing them with competitive advantages that may increase our costs and
reduce our revenues, adversely affecting our business, financial condition and results of operations. There can be no
assurance that the impact of these developments, if they were to occur, would not adversely impact revenue or margins
or that our efforts to mitigate the impact of these developments would be successful.
Furthermore, from time to time, our suppliers ship products to us that fail to conform to our quality control standards.
Suppliers' failure to comply with our quality control program may result in diminished inventory levels and product
quality, which in turn may result in increased order cancellations and product returns, decreased consumer demand
for our products, or product recalls, any of which may have a material adverse effect on our results of operations and
financial condition.

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Any unexpected significant interruption in manufacturers' and fillers' supply of products or disruptions in our
supply chain infrastructure could disrupt our ability to deliver merchandise to our stores and customers in a timely
manner, which could have a material adverse effect on our business, financial condition and results of operations.
Manufacturers and owned and exclusive-label brand fillers of beauty supply products are subject to certain risks that
could adversely impact their ability to provide us with their products on a timely basis. Such risks include the
following: inability to procure ingredients; industrial accidents; environmental events; strikes and other labor disputes;
union organizing activity; disruptions in logistics or information systems; loss or impairment of key manufacturing
sites; product quality control; safety, licensing requirements and other regulatory issues; and natural disasters,
pandemics and other external factors over which neither they nor we have control.
In addition, we directly source many of our owned and exclusive-label brand products, including, but not limited to,
styling tools, salon equipment, sundries and other promotional products, from foreign third-party manufacturers and
many of our vendors also use overseas sourcing to manufacture some or all of their products. Any event causing a
sudden disruption of manufacturing or imports from such foreign countries, including the imposition of additional or
increased import restrictions, duties or tariffs, political instability, local business practices, legal or economic
restrictions on overseas suppliers’ ability to produce and deliver products or acts of war or terrorism or pandemics,
could materially harm our operations to the extent they affect the production, shipment or receipt of merchandise. Our
operating results depend on the orderly operation of our receiving and distribution processes, which depend on
manufacturers’ adherence to shipping schedules and our effective management of our distribution facilities and
capacity.
The loss of exclusive distribution rights with key vendors could have a material adverse effect on our business,
financial condition and results of operations.
We have exclusive and non-exclusive distribution rights with several key vendors for well-known brands in certain
geographies. If key vendors ceased granting us exclusive distribution rights, or decided to utilize other distribution
channels for their products, therefore widening the availability of these products in other channels, the revenue we
earn from the sale of such products could be negatively impacted, which could have a material adverse effect on our
business, financial condition and results of operations.
Fluctuations in the price, availability and quality of inventory may result in higher cost of goods, which we may
not be able to pass on to the customers.
Our suppliers frequently attempt to pass on higher production costs, which have generally increased as a result of
inflation over the past few years, which may impact our ability to maintain or grow our margins. The price and
availability of raw materials may be impacted by inflation, demand, regulation, weather and other factors.
Additionally, manufacturers have and may continue to experience increases in other manufacturing costs, such as
transportation, labor and benefit costs. These increases in production costs result in higher merchandise costs to us.
We may not always be able to pass on those cost increases to our customers, which could have a material adverse
effect on our business, financial condition and results of operations.
Our e-commerce businesses may be unsuccessful or, if successful, may redirect sales from our stores.
We offer many of our beauty products for sale through our e-commerce businesses in the U.S. (such as
www.sallybeauty.com, www.cosmoprofbeauty.com, www.cosmoprofequipment.com and mobile commerce-based
apps) and abroad. We have undertaken a number of initiatives to significantly advance our digital commerce
capabilities and grow our e-commerce businesses. As a result, we are more susceptible to risks and difficulties
frequently experienced by internet-based businesses, including risks related to our ability to attract and retain
customers on a cost-effective basis and our ability to operate, support, expand and develop our e-commerce operations,
websites and software and other related operational systems. Furthermore, our e-commerce businesses face significant
competition from larger retailers with more established e-commerce platforms, as well as online retailers, including
Amazon, and online store e-commerce platforms, such as Shopify.
Although we believe our participation in both e-commerce and physical store sales is a distinct advantage for us due
to synergies and the potential for new customers, supporting product offerings through both of these channels could
create issues that have the potential to adversely affect our results of operations. For example, growth in our e-
commerce business relative to in-store sales may result in dilution of operating margin and profit due to higher delivery
expenses incurred in our e-commerce sales. Furthermore, as our e-commerce businesses successfully grow, they may

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do so in part by attracting existing customers, rather than new customers, who choose to purchase products from us
online rather than from our physical stores, thereby reducing the financial performance of our stores. In addition,
offering different products through each channel could cause conflicts and cause some of our current or potential
internet customers to consider competing distributors of beauty products. In addition, offering products through our
e-commerce channels (particularly directly to consumers through our professional business) could cause some of our
current or potential vendors to consider utilizing competitive internet offerings of their products either directly or
through competing distributors. As we continue to grow our e-commerce businesses, the impact of attracting existing
rather than new customers, of experiencing conflicts between product offerings online and through our stores, and of
opening up our channels to increased internet competition could have a material adverse impact on our business,
financial condition and results of operations, including operating margin, profit, future growth and comparative sales.
Furthermore, our recent initiatives to upgrade our e-commerce platforms may not be successful in driving traffic to
our websites and increasing our online sales in the long term, which could adversely impact our net sales.
Diversion of professional products sold by BSG could have an adverse impact on our revenues.
The majority of the products that BSG sells, including those sold by our Armstrong McCall franchisees, are meant to
be used exclusively by salons and individual salon professionals or sold exclusively to their retail consumers.
However, despite our efforts to prevent diversion, incidents of product diversion occur, whereby our products are sold
by these purchasers (and possibly by other bulk purchasers such as franchisees) to wholesalers and ultimately to
general merchandise retailers, among others. These retailers, in turn, sell such products to consumers. The diverted
product may be old, tainted or damaged and sold through unapproved outlets, all of which could diminish the value
of the particular brand. In addition, such diversion may result in lower net sales for BSG should consumers choose to
purchase diverted products from retailers rather than purchasing from our customers or choose to purchase other
products altogether because of the perceived loss of brand prestige. Furthermore, in many instances, BSG is subject
to certain anti-diversion obligations under these manufacturers’ contracts that, if violated, may result in the termination
of such contracts. In addition, our investigation and enforcement of these anti-diversion obligations may require us to
cease selling to customers suspected of diversion, which could impact BSG’s net sales.
BSG’s financial results are affected by the financial results of BSG’s franchise-based Armstrong McCall business.
BSG receives revenue from its sale of products to Armstrong McCall franchisees. Accordingly, a portion of BSG’s
financial results is dependent upon the operational and financial success of these franchisees, including their
implementation of BSG’s strategic plans. If sales trends or economic conditions worsen for Armstrong McCall’s
franchisees, their financial results may worsen. Additionally, the failure of Armstrong McCall franchisees to renew
their franchise agreements, any requirement that Armstrong McCall restructure its franchise agreements in connection
with such renewals, or any failure of Armstrong McCall to meet its obligations under its franchise agreements, could
result in decreased revenues for BSG or create legal issues with our franchisees or with manufacturers.
Furthermore, our franchisees may not run the stores and sales teams according to our standards, which could have a
material adverse effect on our brand reputation and our business.
If we are unable to optimize our store base, by profitably opening and operating new stores and closing less
profitable stores, our business, financial condition and results of operations may be adversely affected.
Our future growth strategy depends in part on our ability to optimize and profitably operate our stores in existing and
additional geographic areas, including in international geographies, and to close underperforming stores. While the
capital requirements to open an SBS or BSG store, excluding inventory, vary from geography to geography, such
capital requirements have historically been relatively low in the U.S. and Canada. Despite these relatively low opening
costs, we may not be able to open all the new stores we plan to open, and we may be unable to optimize our store
base, either of which could have a material adverse impact on our business, financial condition and results of
operations. Furthermore, we may incur costs associated with the closure of underperforming stores and such store
closures may adversely impact our revenues.
In addition, as we continue to open new stores, our management – as well as our financial, distribution and information
systems – and other resources will be subject to greater demands. If our personnel and systems are unable to
successfully manage this increased burden, our business, financial condition and results of operations may be
materially affected.

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We may, from time to time, seek to develop and introduce new store concepts. Our ability to succeed in the early
stages of new concepts could require significant capital expenditures and management attention. Additionally, any
new concept is subject to certain risks, including customer acceptance, competition, product differentiation, challenges
relating to economies of scale in merchandise sourcing and the ability to attract and retain qualified personnel,
including management and designers. There can be no assurance that we will be able to develop and grow these or
any other new concepts to a point where they will become profitable or generate positive cash flow. If we cannot
successfully develop and grow these new concepts, our financial condition and results of operations may be adversely
impacted.
If our marketing, advertising and promotional programs are unsuccessful, our results of operations and financial
condition could be adversely affected.
Customer traffic and demand for our merchandise are influenced by our advertising, marketing and promotional
activities. We use marketing, advertising and promotional programs to attract customers through various media,
including social media (Instagram, TikTok, Facebook, YouTube), websites, mobile applications, e-mail, and print.
Our future growth and profitability will depend in part upon the effectiveness and efficiency of our advertising and
marketing programs. Further, disruption to certain media channels could have a material adverse effect on our results
of operations and financial condition.
In particular, there has been a substantial increase in the use of social media platforms – including blogs, social media
websites and other forms of digital communications – and the influence of social medial influencers in the beauty
products industry. Furthermore, social media advertising and marketing continues to increase in importance as
consumers are paying less attention to more traditional media. As a result, the success of our marketing and advertising
programs are increasingly dependent on the effectiveness of industry influencers that we engage to promote our
products. Furthermore, actions taken by these individuals could harm our brand image and reputation. Our social
media marketing efforts may not ultimately be successful, and the availability of these platforms may make it easier
for smaller competitors to compete with us.
Negative commentary regarding us or the products we sell may also be posted on social media platforms or other
electronic means at any time and may be adverse to our reputation or business. Customers value readily available
information and often act on such information without further investigation and without regard to its accuracy. Any
harm to us or the products we sell may be immediate without allowing us an opportunity for redress or correction.
If we fail to attract and retain highly skilled management and other personnel at all levels of the Company, our
business, financial condition and results of operations may be harmed.
Our success has depended, and will continue to depend, in large part on our ability to attract and retain senior
executives who possess extensive knowledge, experience and managerial skill applicable to our business. Significant
leadership changes or executive management transitions involve inherent risk, and any failure to ensure the effective
transfer of knowledge and a smooth transition could hinder our strategic planning, execution and future performance.
In addition, from time to time, key executive personnel leave our Company, and we may not be successful in attracting,
integrating and retaining the replacement personnel required to continue to grow and operate our business profitably.
While we strive to mitigate the negative impact associated with the loss of a key executive employee, an unsuccessful
transition or loss could significantly disrupt our operations and could have a material adverse effect on our business,
financial condition and results of operations. We may similarly rely on other non-executive personnel and associates
across our business, including those working in our corporate functions, to facilitate our ongoing operations and
support our strategic initiatives. The recruitment and retention of qualified individuals in these roles are vital elements
of the success of our business.
We are also dependent on recruiting, training, motivating, managing and retaining our store employees that interact
with our customers on a daily basis. Many team members are in entry-level or part-time positions with historically
high turnover rates. Competition for these types of qualified employees, especially in light of recent labor shortages
among entry-level workers, is intense and the failure to attract, retain and properly train qualified and motivated
employees could result in decreased customer satisfaction, loss of customers and lower sales. In addition, our ability
to meet our labor needs while controlling labor costs is subject to numerous external factors, including market
pressures with respect to prevailing wage rates, unemployment levels, and health and other insurance costs; the impact
of legislation or regulations governing labor relations, immigration, minimum wage and healthcare benefits; changing
demographics; and our reputation within the labor market. Our inability to control our labor costs could affect our
results of operations and could result in lower margins in our two segments.

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The integration and use of artificial intelligence (AI) and similar technology in our business presents risks and
challenges that could adversely affect our business, reputation, and results of operations.
We are in the early stages of integrating AI in our business, including machine learning AI and generative AI tools
that collect and analyze data to support our business operations and customer-facing interactions. We also use products
and services from third parties that use integrated AI technology. The use of AI tools and technology presents many
challenges and risks to our business. Data sets used by AI may be overbroad, insufficient or contain flawed or
otherwise biased information. AI tools that we use may include flaws in algorithms, which may create biased or
inaccurate outcomes, and may generate offensive, illegal, malicious or otherwise harmful content that could adversely
impact our brand, reputation, business, or customers. Since we use AI in customer-facing interactions, any
inaccuracies in AI responses could affect customer satisfaction, lead to misinformation, and harm our brand's
reputation. Unintended use of AI may lead to regulatory issues, reputational or financial harm, and operational
disruptions. The use of AI may also increase the risks to us of data breaches, malware, ransomware, data loss and
theft, or the improper handling of sensitive information, which could result in adverse financial and regulatory
consequences. The rapid development and adoption of AI and AI-adjacent technology, and of AI’s competitive use
cases, may make it more difficult for us to compete in our industry. Our competitors may have greater success
implementing and using AI technology than us, which could harm our ability to compete effectively and could
adversely affect our results of operations. Further, we may become increasingly reliant on AI technology and tools in
the future. The legal, regulatory and compliance environment surrounding the design and use of AI technology –
involving federal, state and foreign regulators -- is evolving and complex. Our obligation to comply with the evolving
regulatory landscape could entail significant costs and negatively affect our business. In addition, there has been a
significant increase in AI-related litigation and government regulatory actions targeting the design, deployment and
other uses of AI, and claiming liability under numerous areas of the law, such as consumer protection, product liability,
privacy, intellectual property, securities and defamation. Any of these risks could have an adverse effect on our
business, reputation and results of operations.
General Economic, Market and Foreign Risks
The political, social and economic conditions in the geographies we serve may affect consumer purchases of
discretionary items such as beauty products and salon services, which could have a material adverse effect on our
business, financial condition and results of operations.
Our results of operations may be materially affected by conditions in the global capital markets and the economy and
regulatory environment generally, both in the U.S. and internationally. Concerns over inflation, rising interest rates,
labor shortages, energy costs, geopolitical issues, and conflicts and wars, as well as uncertainty with respect to
elections, terrorism, civil unrest, the availability and cost of credit, the mortgage market, and the real estate and other
financial markets in the U.S. and Europe have contributed to increased volatility and diminished expectations for the
U.S. and certain foreign economies. We appeal to a wide demographic consumer profile and offer an extensive
selection of beauty products sold directly to retail consumers and salons and salon professionals. Continued
uncertainty in the economy could adversely impact consumer purchases of discretionary items such as beauty products
as well as adversely impact the frequency of salon services performed by professionals using products purchased from
us. Factors that could affect consumers’ willingness to make such discretionary purchases include the following:
inflation, general business conditions, levels of employment, interest rates, tax rates, the availability of consumer
credit and consumer confidence in future economic conditions. A prolonged economic downturn or acute recession
can adversely affect consumer spending habits and result in lower than expected net sales. The economic climate could
also adversely affect our vendors. The occurrence of any of these events could have a material adverse effect on our
business, financial condition and results of operations.
In addition, the disruption to the global economy and to our business, along with any sustained decline in our stock
price, could lead to triggering events that may indicate that the carrying value of certain assets – including inventories,
accounts receivable, long-lived assets, intangibles and goodwill – may not be recoverable, which could lead to
impairment or other asset write-downs in the future.
Price inflation for labor, materials and services could adversely affect our business, results of operations and
financial condition.
During the fiscal year, inflationary pressures have eased, but over the past few years, we experienced considerable
price inflation in costs for labor, materials and services. While inflation is stabilizing, we may not be able to continue

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to pass through inflationary cost increases and, if inflationary pressures return, we may only be able to recoup a portion
of our increased costs in future periods. Our ability to raise prices to reflect increased costs may also be limited by
competitive conditions in the market for our products.
The occurrence of large-scale catastrophes or crises, including natural disasters, acts of violence, conflicts, wars
or terrorism and global health crises, could adversely affect our operations and financial performance.
The occurrence of natural disasters (the severity and frequency of which may be exacerbated by climate change), acts
of violence, conflicts, wars, terrorism or civil unrest or global health crises, including epidemics and pandemics, could
result in physical damage to our properties, the temporary closure of stores or distribution centers, the temporary lack
of an adequate work force, the temporary or long-term disruption in the supply of products (or a substantial increase
in the cost of those products) from domestic or foreign suppliers, the temporary disruption in the delivery of goods to
our distribution centers (or a substantial increase in the cost of those deliveries), the temporary reduction in the
availability of products in our stores and/or the temporary reduction in visits to stores by customers. If one or more
natural disasters or acts of violence, conflicts, wars or terrorism were to impact our business, we could, among other
things, incur significantly higher costs and longer lead times associated with distributing products. Furthermore,
insurance costs associated with our business may rise significantly in the event of a large-scale catastrophe or crisis.
Currency exchange rate fluctuations could result in higher costs and decreased margins and earnings.
Many of our products are sold outside of the United States. As a result, we conduct transactions in various currencies,
which increases our exposure to fluctuations in foreign currency exchange rates relative to the U.S. dollar. Recently,
these foreign currencies have weakened significantly against the U.S. dollar. Our international revenues and expenses
are generally derived from sales and operations in foreign currencies, and these revenues and expenses could be
affected by currency fluctuations, including amounts recorded in foreign currencies and translated into U.S. dollars
for consolidated financial reporting. Currency exchange rate fluctuations could also disrupt the business of the
independent manufacturers that produce our products by making their purchases of raw materials, transportation and
freight more expensive and more difficult to finance. Foreign currency fluctuations could similarly have an adverse
effect on our results of operations and financial condition.
We are subject to risks related to our international operations.
We operate on a global basis, and approximately 19% of our net revenues from continuing operations in fiscal year
2024 were generated outside the U.S. Our non-U.S. operations are subject to many risks and uncertainties, including
those resulting from ongoing instability or changes in a country’s or region’s economic, regulatory or political
conditions, including inflation, recession, interest rate fluctuations, sovereign default risk and actual or anticipated
military or political conflicts, labor market disruptions, sanctions, boycotts, new or increased tariffs, quotas, exchange
or price controls, trade barriers or other restrictions on foreign businesses, our failure to effectively and timely
implement processes and policies across our diverse operations and employee base and difficulties and costs associated
with complying with a wide variety of complex and potentially conflicting regulations across multiple jurisdictions.
The presence of non-U.S. operations also increases the risk of non-compliance with U.S. laws and regulations
applicable to such non-U.S. operations, such as those laws and regulations relating to sanctions, boycotts and improper
payments.
In addition, sudden disruptions in business conditions as a consequence of the occurrence, or threat of, large-scale
international events such as terrorist attacks, war or other military action, including the wars in Ukraine and in the
Middle East, pandemics or other crises or vulnerabilities or as a result of adverse weather conditions or climate
changes, may have an impact on consumer spending, which could have a material adverse effect on our business,
prospects, financial condition, results of operations and cash flows, as well as the trading price of our securities.
A reduction in traffic to, or the closing of, other retailers in shopping areas where our SBS stores are located could
significantly reduce our sales and leave us with excess inventory, which could have a material adverse effect on
our business, financial condition, profitability and cash flows.
As a result of our real estate strategy, most of our SBS stores are located in strip shopping centers. These strip shopping
centers are occupied by other high-traffic retailers such as grocery stores, mass merchants and home improvement
centers. Because most of our SBS stores are located in strip shopping centers, our sales are derived, in part, from the
volume of traffic generated by the nearby high-traffic retailers. A reduction in customer traffic to these strip shopping
centers, including as a result of the closure of stores in the strip shopping center, a regional or global economic

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downturn, an outbreak of flu or other viruses (such as COVID-19), a general downturn in the local area where our
SBS store is located, or a decline in the desirability of the shopping environment of a particular strip shopping center,
could reduce our sales and leave us with excess inventory, which could have a material adverse effect on our business,
financial condition, profitability and cash flows.
Regulatory, Legal and Cybersecurity Risks
Legal proceedings, including litigation, regulatory proceedings, and other claims, and the outcome of such
proceedings, litigation or claims, could have a material adverse effect on our business, financial condition and
cash flows.
From time to time, we are a party to claims, litigation, including single-plaintiff and class action litigation, and other
legal proceedings that arise in the ordinary course of our business, including matters involving employment, premises,
real estate, and product litigation. These matters could ultimately result in losses or liabilities to our business.
Liabilities for loss contingencies, including those arising from such proceedings, are recorded when it is probable that
a liability has been incurred and the amount of the assessment can be reasonably estimated. There is inherent
uncertainty in the assessment of the potential outcomes of these matters, and the ultimate resolution of these matters
could differ from our predictions. Such outcomes may have a material adverse impact on our consolidated financial
position, results of operations or cash flows. See Note 10 in the Notes to Consolidated Financial Statements included
in Item 8 of this Annual Report for more information on litigation and other legal proceedings.
If products sold by us are found to be defective in labeling or content, our credibility and that of the brands we sell
may be harmed, marketplace acceptance of our products may decrease, and we may be exposed to liability that
exceeds our products liability insurance coverage and manufacturer indemnities.
We do not control the production process for the products we sell. We may not be able to identify a defect in a product
we purchase from a manufacturer or owned and exclusive-label brand filler before we offer such product for resale.
In many cases, we rely on manufactures' and fillers' representations regarding the composition, manufacture and safety
of the products we purchase from them, as well as on the compliance of our product labels with government
regulations. Our sale of certain products exposes us to potential product liability claims, recalls or other regulatory or
enforcement actions initiated by federal, state or foreign regulatory authorities or through private causes of action.
Such claims, recalls or actions could be based on allegations that, among other things, the products sold by us are
misbranded, contain contaminants or impermissible ingredients, provide inadequate instructions regarding their use
or misuse, include inadequate warnings concerning flammability or interactions with other substances or that we knew
or should have known of an alleged defect. For example, numerous cases continue to be filed against beauty product
manufacturers and distributors, alleging harm from chemical hair straighteners and hair relaxer products, which could
have a material adverse effect on the Company’s business, financial condition, and results of operations. Claims
against us could also arise as a result of the misuse by purchasers of such products or as a result of their use in a
manner different than the intended use. We may be required to pay for losses or injuries actually or allegedly caused
by the products we sell and to recall any product we sell that is alleged to be or is found to be defective. Furthermore,
such claims could have an adverse impact on our reputation.
Any actual defects or allegations of defects in products sold by us could result in adverse publicity and could harm
our credibility or the credibility of the manufacturer, which could adversely affect our business, financial condition
and results of operations. Although we may have both indemnification rights against the manufacturers of many of
the products we distribute and rights as an “additional insured” under the manufacturers’ insurance policies, it is not
certain that any manufacturer or insurer will be financially solvent and capable of making payment to any party
suffering loss or injury caused by products sold by us or that all losses would be covered by such indemnification
rights or insurance policies. If we are forced to expend significant resources and time to resolve such claims or to pay
material amounts to satisfy such claims, there could be an adverse effect on our business, financial condition and
results of operations.
We could be adversely affected if we do not comply with current laws and regulations or if we become subject to
additional or more stringent laws and regulations.
We are subject to a number of federal, state and local laws and regulations in the U.S. as well as applicable laws and
regulations in each foreign marketplace in which we do business. These laws and regulations govern, among other
things, the composition, packaging, labeling and safety of the products we sell as well as the methods we use to sell

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and import these products. Non-compliance with applicable laws and regulations of governmental authorities,
including the FDA and similar authorities in other jurisdictions – by us or the manufacturers and fillers of the products
sold by us – could result in fines, product recalls and enforcement actions and could otherwise restrict our ability to
market certain products, which could adversely affect our business, financial condition and results of operations.
In addition, the laws and regulations applicable to us or manufacturers of the products sold by us may become more
stringent. Failure to comply with these new and existing regulations could result in significant fines or damages, in
addition to costs and expenses necessary to defend claims related thereto. Manufacturers may try to recover some or
all of any increased cost of compliance by increasing the prices at which we purchase products, and we may not be
able to recover some or all of such increased cost in our own prices to our customers. We are also subject to state and
local laws and regulations that affect our franchisor-franchisee relationships. Increased compliance costs and the loss
of sales of certain products due to more stringent or new laws and regulations could adversely affect our business,
financial condition and results of operations.
Climate change and other environmental impacts, and increased focus by stakeholders on environmental issues,
could adversely affect our business, financial condition and operating results.
Climatologists predict that the long-term effects of climate change and global warming will result in the increased
frequency, intensity and duration of weather events, which could significantly disrupt supply chains, potentially
impacting our vendors’ raw material costs and the production of products we sell. These weather events could also
lead to an increased rate of temporary store closures and reduced customer traffic at our stores.
In addition, concern over climate change may result in new or increased regional, federal or global legal and regulatory
requirements to reduce or mitigate the effects of climate change and greenhouse gases. These requirements may lead
to an increase in tax, transportation and utility expenses.
Lastly, there is increased focus, including by governmental and non-governmental organizations, investors, customers
and consumers, on these and other environmental sustainability matters, including deforestation, land use, climate
impact and recyclability or recoverability of packaging, including plastic. Our reputation could be damaged if we or
others in our industry do not act, or are perceived not to act, responsibly with respect to our impact on the environment.
Failure to meet evolving expectations concerning environmental, social, and governance ("ESG") reporting could
adversely affect our sales and results of operations.
Expectations from investors, customers, team members, government agencies and other third parties concerning ESG
reporting have increased, and our ability to meet those evolving expectations is dependent on a variety of factors,
many of which are outside of our control, including (i) cooperation from and access to sourcing vendors and other
third parties that meet our standards; (ii) access to consistent and reliable data; (iii) evolving regulatory requirements
affecting ESG standards or disclosures; and (iv) the availability and cost of raw materials that meet and further our
sustainability and ESG goals. Negative customer perceptions regarding the safety and sourcing of the products we sell
and the sufficiency and transparency of our reporting on ESG matters and events that give rise to actual, potential, or
perceived compliance and social responsibility concerns could hurt our reputation, result in lost sales, cause our
customers to seek alternative sources for their needs and make it difficult and costly for us to regain the confidence of
our customers. Furthermore, costs associated with ESG initiatives may have an adverse impact on our business,
financial condition and operating results. Our competitors’ ability to develop effective ESG practices and initiatives,
and any perceived failure or inadequacy of our own such initiatives, may also have an adverse impact on our business,
financial condition and results of operations.
If we fail to protect our intellectual property rights or if our products are found to infringe on the intellectual
property rights of others, it could materially and negatively impact our business.
We rely upon trade secrets and know-how to develop and maintain our competitive position. Our trademarks, certain
of which are material to our business, are registered or legally protected in the U.S., Canada and other countries in
which we operate. The success of our business depends to a certain extent upon the value associated with our
intellectual property rights. We protect our intellectual property rights through a variety of methods, including, but
not limited to, applying for and obtaining trademark protection in the U.S., Canada and other countries throughout the
world in which our business operates. We also rely on trade secret laws, in addition to confidentiality agreements with
vendors, employees, consultants and others who have access to our proprietary information. While we intend to
vigorously protect our trademarks against infringement, we may not be successful. In addition, the laws of certain

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foreign countries may not protect our intellectual property rights to the same extent as the laws of the U.S. The costs
required to protect our intellectual property rights and trademarks are expected to continue to be substantial.
Furthermore, the industry in which we operate is characterized by the need for a large number of copyrights, trade
secrets and trademarks and by frequent litigation based on allegations of infringement or other violations of intellectual
property rights. A third party may at any time assert that our products violate such party’s intellectual property rights.
Successful intellectual property claims against us could result in significant financial liabilities and/or prevent us from
selling certain of our products. In addition, the resolution of infringement claims may require us to redesign our
products, to obtain licenses to use intellectual property belonging to third parties, which may not be attainable on
reasonable terms, or to cease using the intellectual property altogether.
We may be adversely affected by any disruption in our information technology systems.
Our operations are dependent upon our information technology systems, which encompass all of our major business
functions. A substantial disruption in our information technology systems for any prolonged time period (arising from,
for example, system capacity limits from unexpected increases in our volume of business, outages or delays in our
service) could result in delays in receiving inventory and supplies or filling customer orders and could adversely affect
our customer service and relationships. In addition, our information technology systems may be vulnerable to damage
or interruption from circumstances beyond our control, including, without limitation, fire, natural disasters, power
outages, systems disruptions, systems conversions, security breaches, cyberattacks, phishing attacks, viruses and/or
human error. In any such event, we could be required to make a significant investment to fix or replace our information
technology systems, and we could experience interruptions in our ability to service customers. Such delays, problems
or costs may have a material adverse effect on our business, financial condition and results of operations.
We continuously need to improve and upgrade our systems and infrastructure while maintaining their reliability and
integrity. The expansion of our systems and infrastructure will require us to commit substantial financial, operational
and technical resources before the volume of our business increases, with no assurance that the volume of business
will increase. The development and implementation of new systems and any other future upgrades to our systems and
information technology may require significant costs and could divert our management’s attention and other resources
from our core business. There are also no assurances that these new systems and upgrades will provide us with the
anticipated benefits and efficiencies. Some of our systems are proprietary and, as a result, our options are limited in
seeking third-party help with the operation and upgrade of those systems. There can be no assurance that the time and
resources our management will need to devote to operations and upgrades, any delays due to the installation of any
upgrade (and customer issues therewith), any resulting service outages, or the impact on the reliability of our data
from any upgrade or any legacy system will not have a material adverse effect on our business, financial condition,
control environment or results of operations.
Unauthorized access to confidential information and data on our information technology systems, security and
data breaches.
As part of our operations, we, together with third parties acting on our behalf, receive, process and maintain sensitive
and confidential information about our customers, employees and other third parties. Processing, maintenance and
transmission of information is a critical part of our business operations. We have physical, technical and procedural
safeguards in place that are designed to protect information and protect against security and data breaches, fraudulent
transactions and other disruptive activities. We believe that our security safeguards follow appropriate practices for
prevention of security and data breaches and the mitigation of cybersecurity risks. Despite these safeguards and our
other security processes and protections, our systems and processes may be vulnerable to security breaches and cyber-
attacks, which are evolving and increasingly sophisticated (such as denial-of-service, ransomware, phishing, supply
chain and social engineering attacks), as well as to physical breach, vandalism, sabotage, user malfeasance, viruses,
misplaced or lost data and inadvertent data disclosure by third parties or us.
A significant data security breach, including misappropriation of our customers’ or employees’ confidential
information, could result in significant costs to us, which may include, among others, potential liabilities to payment
card networks for reimbursements of credit card fraud and card reissuance costs, including fines and penalties,
potential liabilities from governmental or third-party investigations, proceedings or litigation, legal, forensic and
consulting fees and expenses, costs and diversion of management attention required for investigation and remediation
actions, and the negative impact on our reputation and loss of confidence of our customers, suppliers and others, any
of which could have a material adverse impact on our business, financial condition and operating results. Relatedly,

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if our third-party suppliers or vendors are subject to cyber-attacks, data breaches, other security incidents, or disruption
of information technology systems or software, such events could expose us to liability, damage our reputation, and
have a material adverse effect on our business. While we carry insurance that would mitigate losses in connection
with security breaches and cyber incidents, insurance may be insufficient to fully compensate us for potentially
significant losses.
We understand that the techniques used by criminals to obtain unauthorized access to sensitive data change frequently
and often are not recognized until launched against a target; accordingly, we may be unable to anticipate these
techniques or implement adequate preventative measures. The failure to promptly detect, determine the extent of and
appropriately respond to a significant data security breach could have a material adverse impact on our business,
financial condition and operating results.
Failure to comply with rapidly evolving data privacy laws could materially adversely affect our business,
financial condition and operating results
We are subject to an evolving body of federal, state and non-U.S. laws, rules, regulations, guidelines and principles
regarding data privacy and security, the scope and impact of which are uncertain. Several governments, as well as the
European Union ("EU"), have regulations dealing with the collection and use of personal information obtained from
their citizens, regulators are also globally imposing greater monetary fines for privacy violations, and there is an
increase in private rights of action. In 2023, the California Privacy Rights Act (“CPRA”) expanded consumer privacy
rights and extended application of the California Consumer Privacy Act to our California employees. A number of
other U.S. states have enacted consumer privacy laws that are expected to take effect in 2024 and beyond or have
revived existing state laws with new meaning, potentially subjecting retailers to privacy-based class action lawsuits.
We also expect to see rapid changes and corresponding regulator and private rights of action related to the use of text
messaging to communicate with customers, the collection and use of biometric data and dark patterns. We continue
to monitor our compliance with the General Data Protection Regulation (“GDPR”) of both the EU, which regulates
how organizations handle the personal data of both EU citizens and individuals residing in the EU, and the UK, the
latter of which has been applicable post-Brexit. Data privacy is, and may continue to be, a rapidly evolving area of
law. Any potential inability to comply with such laws, rules, regulations, guidelines and principles, or to quickly adapt
our practices to reflect them as they develop, could potentially subject us to significant fines, damages, liabilities and
reputational harm, which could have a material adverse effect on our business, prospects, results of operations,
financial condition and cash flows.
Financial Risks
Our comparable sales and quarterly financial performance may fluctuate for a variety of reasons.
Our comparable sales and quarterly results of operations have fluctuated in the past and we expect them to continue
to fluctuate in the future. A variety of factors affect our comparable sales and quarterly financial performance,
including the following:
•
changes in our merchandising strategy or mix;
•
the fact that a portion of a typical new store’s sales come from customers who previously shopped at
other existing stores;
•
the timing and effectiveness of our marketing and promotional activities and those of our competitors;
•
the effects of severe weather events or other natural disasters;
•
the number of shopping days in a quarter;
•
fluctuations in the cost to purchase products we sell;
•
store closures in response to state or local regulations due to health concerns; and
•
worldwide economic conditions and, in particular, the retail sales environment in North America and
Europe.
Fluctuations in foreign currency exchange rates may also affect our quarterly financial performance. Accordingly, our
results, including comparable sales, for any one fiscal quarter are not necessarily indicative of the results to be expected

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for any other quarter, and may even decrease, which could have a material adverse effect on our business, financial
condition and results of operations.
A portion of our indebtedness is subject to floating interest rates.
Outstanding borrowings under our $500 million asset-based senior secured loan facility ("ABL facility") and our term
loan B facility ("term loan B") are subject to variable rates of interest and therefore expose us to interest rate risk. If
interest rates were to increase, our debt service obligations on any variable rate indebtedness would increase, even if
the principal amount borrowed remained the same, and our net earnings and cash flows would correspondingly
decrease. We are currently party to, and may enter into in the future, additional, derivative instruments, such as interest
rate caps and swaps, to reduce our exposure to changes in interest rates on our term loan B. We may not maintain
derivative instruments with respect to all of our variable rate indebtedness, however, and any instruments we enter
into may not fully mitigate our interest rate risk.
We have substantial debt and may incur substantial additional debt, which could adversely affect our financial
health, our ability to obtain financing in the future and our ability to react to changes in our business.
As of September 30, 2024, certain of our subsidiaries, including Sally Holdings LLC ("Sally Holdings"), had an
aggregate principal amount of approximately $1.0 billion of outstanding debt.
Our substantial debt could have significant consequences. For example, it could have the following impact:
•
make it more difficult for us to satisfy our obligations to our lenders, resulting in possible defaults on and
acceleration of such indebtedness;
•
limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt
service requirements or general corporate purposes;
•
require us to dedicate a substantial portion of our cash flow from operations to the payment of principal and
interest on our indebtedness, thereby reducing the availability of such cash flows to fund working capital,
capital expenditures, share repurchases and other general corporate purposes;
•
restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us, which could limit
our ability to conduct repurchases of our own equity securities or pay dividends to our stockholders, thereby
limiting our ability to enhance stockholder value through such transactions;
•
increase our vulnerability to general adverse economic and industry conditions, including interest rate
fluctuations (because a portion of our borrowings are at variable rates of interest), including borrowings under
our ABL facility and our term loan B;
•
place us at a competitive disadvantage compared to our competitors who have proportionately less debt or
comparable debt at more favorable interest rates and who, as a result, may be better positioned to withstand
economic downturns;
•
require us to comply with restrictive covenants that may restrict our ability to, among other things, pay
dividends, conduct share repurchases, make acquisitions, dispose of assets or prepay debt;
•
limit our ability to refinance indebtedness or cause the associated costs of such refinancing to increase; and
•
limit our flexibility to adjust to changing market conditions and ability to withstand competitive pressures,
or prevent us from carrying out capital spending that is necessary or important to our growth strategy and
efforts to improve operating margins or our business.
Any of the foregoing impacts of our substantial indebtedness could have a material adverse effect on our business,
financial condition and results of operations.
Each of our ABL facility, term loan B and senior notes contain certain covenants and restrictions with which we are
required to comply. Our ability to comply with these covenants and restrictions may be affected by economic, financial
and industry conditions beyond our control. The breach of any of these covenants and restrictions could result in a
default under the relevant governing instruments, which could permit the applicable lenders or senior note holders, as
the case may be, to declare all amounts outstanding thereunder to be due and payable, together with accrued and
unpaid interest. If we are unable to repay debt, lenders holding secured obligations, such as the lenders under the ABL

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facility, could proceed against the collateral that secures such unpaid debt. In any such case, our subsidiaries may be
unable to borrow under the ABL facility and may not be able to repay the amounts due under the senior notes and the
term loan B. This could result in serious consequences to our financial condition and results of operations and could
cause us to become bankrupt or insolvent.
In addition, we and our subsidiaries may incur substantial additional indebtedness in the future. As of September 30,
2024, our ABL facility provided us commitments for additional borrowings of up to approximately $482.5 million,
subject to borrowing base limitations, outstanding letters of credit and limitations on cash hoarding above certain
balances, once utilized. If new debt is added to our current debt levels, the related risks we face would increase, and
we may not be able to meet all our debt obligations.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
Risk Management Strategies
Our Company is committed to protecting the privacy and security of customer information and the integrity of our
information technology systems. We have developed and implemented a cybersecurity risk management program
(“Cybersecurity Program”) that is tailored to address specific risks in the retail industry, using a flexible approach
informed by our deep understanding of attacker methodologies, targeted assets, and industry best practices. The
Cybersecurity Program is intended to protect the confidentiality, availability, and integrity of our information and
critical systems by continually monitoring, assessing, identifying, and mitigating cybersecurity risks. The
Cybersecurity Program is part of our integrated risk management process and includes, but is not limited to, the
following features:
•
Regularly simulated phishing attacks and comprehensive cybersecurity training for all employees, with
special focus on high-risk individuals using a new security awareness platform.
•
Cybersecurity insurance coverage to mitigate financial impacts from potential cyber incidents.
•
Endpoint detection and response technologies (EDR) to monitor systems continuously for malicious activity.
•
Behavior analytics tools that help track normal behavior patterns and quickly detect any anomalies.
•
Cloud security measures, offering comprehensive protection and vulnerability management for our cloud
environments.
•
Digital risk protection that includes brand protection, social media monitoring, dark web surveillance, and
proactive response to phishing, fraud, and account takeovers.
•
Zero-day vulnerability management, with third-party monitoring to prioritize critical vulnerabilities based on
real-time risk assessments and active exploitation.
•
Comprehensive vendor risk management program, including penetration tests, Service Organization Control
("SOC") reports, and security architecture reviews, especially for third parties managing sensitive data or
accessing internal systems.
In addition, we have a written cybersecurity incident response plan (“Response Plan”) that is reviewed and updated,
if necessary, at least annually. The Response Plan includes a cross-functional incident response team comprised of
various key executive representatives from different departments in our organization, such as our Chief Information
Security Officer (“CISO”) and General Counsel, that are tasked with assessing the scope, nature, and potential impact
of incidents. Findings are reported to the Chief Executive Officer (“CEO”), Chief Financial Officer ("CFO"), our
Board and the Disclosure Committee, the latter of which is comprised of senior representatives from our finance,
accounting, internal audit and legal departments under the supervision of the CEO and CFO.
We also regularly engage third parties to perform assessments on the Cybersecurity Program, including an annual
self-assessed risk review facilitated by an independent third party, where we evaluate various cybersecurity domains
and control areas and benchmark our program against industry peers. Additionally, we conduct annual third-party
penetration tests focused on our highest-risk areas globally, providing insights into potential vulnerabilities. These

- 23 -
assessments are supplemented by red team exercises and real-world incident response simulations to continually
improve our security posture.
From time to time, we experience cybersecurity threats and incidents. As of the date of this Annual Report, we have
not identified any instances that have occurred in the current year, or in prior years, that would have a material impact
on our Company or on our results of operation, or financial position. For more information related to our cybersecurity
risks, see Item 1A. “Risk Factors–Regulatory, Legal and Cybersecurity Risks” within this annual report.
Governance
Our Board understands the critical importance of managing evolving risks associated with cybersecurity threats. The
Board has responsibility for overseeing risks related to the cybersecurity threat landscape, including data protection
and security breach readiness. Our CISO reports directly to the Chief Information Officer and is responsible for the
operation of our Cybersecurity Program. Our CISO brings over 26 years of experience in information security,
including the last 12 years as a Chief Information Security Officer in the retail industry. With a diverse background in
both industry and consulting, our CISO has led major security programs, implementing practical strategies to protect
critical data and systems.
On at least a quarterly basis, the CISO delivers a detailed report to the full Board — including Board member Erin
Nealy Cox — on data protection and cybersecurity matters. Topics covered by these reports include, but are not limited
to, risk identification and management strategies, cybersecurity strategy and governance structure, consumer data
protection, the Company’s ongoing risk mitigation activities, learnings from data security incidents of peer companies,
results of third-party assessments and testing, updates on annual associate training and other specific training
initiatives. Ms. Nealy Cox is an independent member of our Board, a cybersecurity expert and a former federal
prosecutor with deep expertise in information security issues and board governance. She is a partner at Kirkland &
Ellis LLP in its Government, Regulatory and Internal Investigations Group, and was executive managing director at
Stroz Friedberg, a cybersecurity and investigation consulting firm, where she ultimately led the firm’s incident
response business, from 2003-2016. In 2017, she served briefly as senior advisor to McKinsey & Company in the
firm’s cybersecurity and risk practice.

- 24 -
ITEM 2. PROPERTIES
Substantially all of our stores and a number of our warehouse and remote office locations are leased while our
corporate headquarters in Denton, Texas (see below for more information) and three of our warehouses/distribution
centers are owned. The average store lease is for a term of five years with customary renewal options. The following
table provides the number of stores per state in the U.S. and certain international locations, as of September 30, 2024:
SBS
BSG
Location
Company-
Operated
Company-
Operated
Franchise
United States (including Puerto Rico)
Alabama
39
11
2
Alaska
4
3
—
Arizona
75
32
3
Arkansas
23
11
—
California
244
154
—
Colorado
45
19
—
Connecticut
24
20
—
Delaware
6
2
—
Florida
167
79
2
Georgia
73
29
—
Hawaii
6
5
—
Idaho
14
11
—
Illinois
73
49
—
Indiana
49
32
—
Iowa
23
11
—
Kansas
18
8
—
Kentucky
41
21
—
Louisiana
37
—
16
Maine
7
4
—
Maryland
24
22
—
Massachusetts
38
28
—
Michigan
63
35
—
Minnesota
33
20
—
Mississippi
24
2
6
Missouri
40
15
—
Montana
8
7
—
Nebraska
17
8
—
Nevada
31
15
—
New Hampshire
14
8
—
New Jersey
37
13
—
New Mexico
22
4
3
New York
67
45
—
North Carolina
85
38
—
North Dakota
4
5
—
Ohio
107
56
—
Oklahoma
39
2
5
Oregon
32
14
—
Pennsylvania
75
57
—
Puerto Rico
37
8
—
Rhode Island
6
4
—
South Carolina
35
14
—
South Dakota
5
4
—

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SBS
BSG
Location
Company-
Operated
Company-
Operated
Franchise
United States (including Puerto Rico)
Tennessee
59
30
—
Texas
266
6
94
Utah
31
23
—
Vermont
2
1
—
Virginia
47
33
—
Washington
47
29
—
West Virginia
11
7
—
Wisconsin
32
27
—
Wyoming
4
—
—
Total United States (including Puerto Rico)
2,310
1,081
131
International:
Mexico
254
—
—
United Kingdom
235
—
—
Canada
110
119
—
France
73
—
—
Belgium
52
—
—
Chile
34
—
—
Netherlands
27
—
—
Spain
19
—
—
Germany
15
—
—
Total International
819
119
—
Total Store Count
3,129
1,200
131
The following table provides locations for our significant offices and warehouses and our corporate headquarters, as
of September 30, 2024:
Location
Type of Facility
Approximate
Sq. Feet
Business
Segment
Company-Owned Properties:
Denton, Texas
Corporate Headquarters (1)
200,000
N/A
Reno, Nevada
Warehouse
253,000
SBS
Columbus, Ohio
Warehouse
246,000
SBS
Jacksonville, Florida
Warehouse
237,000
SBS
Leased Properties:
Fort Worth, Texas
Warehouse
494,000
BSG
Greenville, Ohio
Warehouse
245,000
BSG
Fresno, California
Warehouse
200,000
BSG
Blackburn, Lancashire, England
Warehouse
195,000
SBS
Spartanburg, South Carolina
Warehouse
190,000
BSG
Ghent, Belgium
Office, Warehouse
94,000
SBS
Ronse, Belgium
Office, Warehouse
91,000
SBS
Guadalupe, Nuevo Leon, Mexico
Warehouse
78,000
SBS
Ghent, Belgium
Warehouse
67,000
SBS
Calgary, Alberta, Canada
Warehouse
60,000
BSG
Mississauga, Ontario, Canada
Warehouse
60,000
BSG
Saint-Jerome, Quebec, Canada
Warehouse
50,000
BSG
(1)
As of September 30, 2024, we had entered into an agreement to sell the Denton, Texas location to Denton County, Texas and
closed on the sale of the building on October 24, 2024.

- 26 -
ITEM 3. LEGAL PROCEEDINGS
We are involved, from time to time, in various claims, administrative proceedings and lawsuits incidental or related
to the conduct of our business, which may range from single-plaintiff to class action litigation. We carry insurance
coverage in such amounts in excess of our self-insured retention as we believe to be reasonable under the
circumstances and may or may not cover any or all of our liabilities in respect of these matters. Although the ultimate
disposition of these claims and proceedings cannot be predicted with certainty, we do not currently believe the ultimate
resolution of these matters will have a material adverse impact on our consolidated financial position, cash flows or
results of operations. However, there can be no assurances that future adverse judgments and costs would not be
material to our financial position, cash flows or results of operations for a particular period. See Note 10 in the Notes
to Consolidated Financial Statements included in Item 8 of this Annual Report for additional information on legal
proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable

- 27 -
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Market for the Registrant’s Common Equity
Market Information
Our common stock is listed on the New York Stock Exchange under the symbol “SBH.”
Holders
As of November 8, 2024, there were 409 stockholders of record of our common stock.
Dividends
We have not declared or paid dividends at any time during the two fiscal years prior to the date of this Annual Report.
We currently anticipate we will retain future earnings to support investments in our business, to repay outstanding
debt or to return capital to shareholders through share repurchases. Any determination to pay dividends will be made
at the discretion of our Board and will depend on our financial condition, results of operations, contractual restrictions,
including under our debt agreements and instruments, cash requirements and other factors our Board deems relevant.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information about the Company’s repurchases of shares of its common stock, excluding
the impact of excise taxes, during the three months ended September 30, 2024:
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
July 1 through July 31, 2024
—
$
—
—
$ 530,792,437
August 1 through August 31, 2024
561,470
12.49
561,470
523,781,464
September 1 through September 30, 2024
240,323
12.44
240,323
520,792,449
Total this quarter
801,793
$
12.47
801,793
$ 520,792,449
(1)
The table above does not include 500 shares of our common stock surrendered by grantees during the quarter to
satisfy tax withholding obligations due upon the vesting of equity-based awards under our share-based
compensation plans.
(2)
The calculation of the average price paid per share includes the impact of commissions paid in connection with the
shares repurchased.
(3)
The Board approved a share repurchase program authorizing us to repurchase up to $1.0 billion of our common
stock through September 30, 2025.

- 28 -
Performance Graph
The following graph illustrates the five-year comparative total return among Sally Beauty Holdings, Inc., the S&P
500 Index (“S&P 500”) and the Dow Jones U.S. Specialty Retailers Index (“DJ US Specialty Retailers”) assuming
$100 was invested on September 30, 2019, and dividends, if any, were reinvested. The DJ US Specialty Retailers is a
non-managed index and provides a comprehensive view of issuers, including our common stock, that are primarily in
the U.S. retail sector.
Fiscal year ended
September 30,
2019
September 30,
2020
September 30,
2021
September 30,
2022
September 30,
2023
September 30,
2024
Sally Beauty Holdings, Inc.
$
100.00
$
58.36
$
113.16
$
84.62
$
56.28
$
91.13
S&P 500
100.00
115.15
149.70
126.54
153.89
209.84
DJ US Specialty Retailers
100.00
143.52
182.92
119.93
136.29
202.54
ITEM 6. [RESERVED]

- 29 -
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following section discusses management’s view of Sally Beauty’s financial condition and results of operations
for fiscal year 2024 compared to fiscal year 2023. 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, 2023, for a discussion of the financial condition and results of operations for fiscal year 2023 compared
to fiscal year 2022. This section should be read in conjunction with the audited consolidated financial statements of
Sally Beauty 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.
Financial Results Summary of the Fiscal Year Ended September 30, 2024:
•
Consolidated net sales for the fiscal year decreased $11.1 million, or 0.3%, to $3,717.0 million and
included a positive impact from changes in foreign currency exchange rates of $9.3 million, or 0.2% of
consolidated net sales;
•
Global e-commerce sales represented 9.8% of our consolidated net sales;
•
Consolidated comparable sales for the fiscal year increased 0.3% compared to the prior fiscal year;
•
Consolidated gross profit decreased by $7.8 million, or 0.4%, to $1,890.3 million. Gross margin was
unchanged at 50.9% compared to the prior fiscal year;
•
Consolidated operating earnings for the fiscal year decreased $42.3 million, or 13.0%, to $282.7 million.
Operating margin decreased 110 basis points to 7.6% compared to the prior fiscal year;
•
Consolidated net earnings for the fiscal year decreased $31.2 million, or 16.9%, to $153.4 million;
•
Diluted earnings per share for the fiscal year were $1.43 compared to $1.69 for the prior fiscal year; and
•
Cash provided by operations was $246.5 million for the fiscal year compared to $249.3 million for the
prior fiscal year.
Trends Impacting Our Business
Recent global inflationary pressures have slowed from the highs experienced in the past few years, but they continue
to influence consumer and stylist shopping behavior as well as the cost for products and services. While inflation
eased, our customers have inflation fatigue and remain price sensitive. Inflationary pressures have also impacted
wages, especially among retail and hourly employees, as we have experienced an increase in our labor costs in order
to attract and retain associates Within our SBS business, we adapted our promotional strategy to be more focused on
the promotions that matter to the customer, and we saw improvements in customer frequency. Within our BSG
business, we saw our stylists respond to big promotional events, but also to newness and innovation in the assortment.
We continue to monitor inflationary challenges and implement measures to help mitigate their impacts, including
managing our inventory levels to reduce out-of-stock items, adjusting our promotional activities, optimizing our store
base and expanding our partnerships with delivery service providers, including with DoorDash and Instacart
marketplaces. Although these initiatives have helped mitigate ongoing macro-headwinds, we cannot reasonably
predict the long-term effects of inflation.
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 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 might not be
the same as other retailers, as the calculation varies across the retail industry.

- 30 -
Results of Operations
Key Operating Metrics
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):
2024 vs. 2023
Fiscal Year Ended September 30,
Amount
%
2024
2023
Change
Change
Net sales:
SBS
$
2,107,089
$
2,139,206
$
(32,117)
(1.5)%
BSG
1,609,942
1,588,925
21,017
1.3%
Consolidated
$
3,717,031
$
3,728,131
$
(11,100)
(0.3)%
Gross profit:
SBS
$
1,257,935
$
1,265,683
$
(7,748)
(0.6)%
BSG
632,397
632,497
(100)
(0.0)%
Consolidated
$
1,890,332
$
1,898,180
$
(7,848)
(0.4)%
Segment gross margin:
SBS
59.7%
59.2%
50
bps
BSG
39.3%
39.8%
(50)
bps
Consolidated
50.9%
50.9%
-
bps
Net earnings:
Segment operating earnings:
SBS
$
334,319
$
358,474
$
(24,155)
(6.7)%
BSG
178,420
181,275
(2,855)
(1.6)%
Segment operating earnings
512,739
539,749
(27,010)
(5.0)%
Unallocated expenses and restructuring (a) (b)
230,006
214,720
15,286
7.1%
Consolidated operating earnings
282,733
325,029
(42,296)
(13.0)%
Interest expense
76,408
72,979
3,429
4.7%
Earnings before provision for income taxes
206,325
252,050
(45,725)
(18.1)%
Provision for income taxes
52,911
67,450
(14,539)
(21.6)%
Net earnings
$
153,414
$
184,600
$
(31,186)
(16.9)%
Number of stores at end-of-period (including franchises):
SBS
3,129
3,148
(19)
(0.6)%
BSG
1,331
1,338
(7)
(0.5)%
Consolidated
4,460
4,486
(26)
(0.6)%
Comparable sales growth (decline)
SBS
(0.7)%
3.4%
(410)
bps
BSG
1.6%
(1.3)%
290
bps
Consolidated
0.3%
1.4%
(110)
bps
(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 costs related to our Fuel for Growth initiative.
(b)
Restructuring expenses primarily relate to the Plan, as discussed in Note 17 in the Notes to Consolidated Financial Statements
included in Item 8 of this Annual Report.

- 31 -
The Fiscal Year Ended September 30, 2024, compared to the Fiscal Year Ended September 30, 2023
Net Sales
SBS. The decrease in net sales for SBS was primarily driven by the following (in thousands):
Comparable sales
$
(14,084)
Sales outside comparable sales (a)
(28,511)
Foreign currency exchange
10,478
Total
$
(32,117)
(a)
Includes closed stores, including stores closed under the Plan, net of stores opened for less than 14 months.
SBS's net sales decrease was primarily driven by lower comparable sales and the impact of store closures pursuant to
the Plan. Comparable sales decreased $23.8 million resulting from store closures under the Plan; however, a significant
portion of those lost sales were recaptured at other SBS locations. These decreases were partially offset by a favorable
impact from foreign currency exchange rates. SBS’s comparable sales decline was a result of fewer transactions,
partially offset by growth in our average unit retail, driven by inflationary impacts and pricing leverage.
BSG. The increase in net sales for BSG was driven by the following (in thousands):
Comparable sales
$
25,788
Sales outside comparable sales (a)
(3,557)
Foreign currency exchange
(1,214)
Total
$
21,017
(a)
Includes closed stores, including stores closed under the Plan, net of stores opened (or acquired) for less than 14 months.
BSG's net sales increase was primarily driven by an increase in comparable sales, reflecting expanded distribution,
new brand innovation and improving salon demand trends, partially offset by the impact of store closures and the
unfavorable impact from foreign currency exchange rates.
Gross Profit
SBS. SBS’s gross profit decrease was driven by lower net sales, partially offset by a higher gross margin. SBS’s gross
margin improvement was primarily due to lower distribution and freight costs from supply chain efficiencies and
higher product margins, partially offset by unfavorable fixed cost absorption.
BSG. BSG’s gross profit decreased slightly as a result of lower gross margin, partially offset by higher net sales.
BSG's gross margin decline was driven primarily by lower product margins and favorable adjustments to our expected
obsolescence reserve related to the Plan in the prior year.
Selling, General and Administrative Expenses
SBS. SBS’s SG&A expenses increased $16.4 million, or 1.8%, to $923.6 million for fiscal year 2024, which includes
the unfavorable impact from foreign exchange rates of $3.8 million due to the weakening of the U.S. Dollar compared
to currencies in our foreign operations. As a percentage of SBS net sales, SG&A for fiscal year 2024 was 43.8%
compared to 42.4% for fiscal year 2023. This increase as a percentage of sales was primarily due to higher labor and
other compensation-related expenses, rent expense, depreciation expense and advertising expense.
BSG. BSG’s SG&A expenses increased $2.8 million, or 0.6%, to $454.0 million for fiscal year 2024 and includes a
favorable impact from foreign exchange rates of $2.5 million. As a percentage of BSG net sales, SG&A for fiscal year
2024 was 28.2% compared to 28.4% for fiscal year 2023. This decrease was driven primarily by higher net sales and
lower delivery expense.
Unallocated. Unallocated SG&A expenses, which represent certain corporate costs that have not been charged to our
reporting segments, increased $32.6 million, or 16.5%, to $230.1 million, primarily due to expenses in connection
with our Fuel for Growth initiative in the current year.

- 32 -
Restructuring
The decrease in restructuring expenses was primarily due to the lapping of expenses that were incurred in connection
with the Plan in the prior year totaling $17.2 million. See Note 17 in the Notes to Consolidated Financial Statements
included in Item 8 of this Annual Report for more information on our restructuring plans.
Interest Expense
The increase in interest expense was primarily due to the impacts of higher interest rates and debt extinguishment
costs, partially offset by lower average outstanding borrowings on our ABL facility during the current year.
Additionally, our interest rate swap helped mitigate some of the impacts from higher interest rates on a portion of our
term loan B.
Provision for Income Taxes
For fiscal years 2024 and 2023, our effective tax rate was 25.6% and 26.8%, respectively. The decrease in our effective
tax rate was primarily due to additional taxes and interest recorded in the prior fiscal year in connection with the one-
time transition tax on unrepatriated foreign earnings ("Repatriation Tax") related to fiscal year 2018. See Note 15,
Income Taxes, for more information on our effective tax rate.
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.
Liquidity and Capital Resources
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, 2024, we had $590.5 million in our liquidity pool, which includes amounts available
for borrowings under our ABL facility of $482.5 million and cash and cash equivalents of $108.0 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.
Our working capital (current assets less current liabilities) increased $63.9 million to $712.6 million at September 30,
2024, compared to $648.7 million at September 30, 2023. The increase in our working capital was driven by higher
inventory balances, as a result of expanded distribution rights in BSG and vendor price increases, the impacts of assets
held for sale, and the timing of account payables, income tax payables, and vendor receivables, included in accounts
receivable, other. These impacts were partially offset by a decrease in cash and cash equivalents and timing of lease
renewals. The ratio of current assets to current liabilities was 2.20 to 1.00 at September 30, 2024, compared to 2.12 to
1.00 at September 30, 2023.
Share Repurchase Programs
During the fiscal years 2024 and 2023, we repurchased and subsequently retired approximately 5.1 million shares and
1.5 million shares of our common stock under our share repurchase program at a cost of $60.0 million and $15.0
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,
2024, we had approximately $520.8 million of additional share repurchase authorization remaining under our Share
Repurchase Program, which expires September 30, 2025.

- 33 -
Historical Cash Flows
The following table shows our sources and uses of cash for the periods presented (in thousands):
Fiscal Year Ended September 30,
2024
2023
Change
Net cash provided by operating activities
$
246,528
$
249,311
$
(2,783)
Net cash used by investing activities
(108,910)
(99,776)
(9,134)
Net cash used by financing activities
(153,734)
(100,824)
(52,910)
Effect of foreign currency exchange rate changes on cash and
cash equivalents
1,076
3,732
(2,656)
Net increase (decrease) in cash and cash equivalents
$
(15,040)
$
52,443
$
(67,483)
Operating Activities
The slight decrease in net cash provided by operating activities for fiscal year 2024, compared to fiscal year 2023, was
primarily driven by higher inventory purchases, fewer cash receipts from customers, and the timing of vendor and
manufacturing allowances, partially offset by the timing of tax and interest payments and the impact of lease contract
termination and severance payments in connection with the Plan in the prior year.
Investing Activities
The increase in net cash used by investing activities for fiscal year 2024, compared to fiscal year 2023, was primarily
due to higher capital expenditures, partially offset by lower cash used for acquisitions. During fiscal year 2024, we
had total capital expenditures of approximately $94.7 million, excluding amounts paid in connection with the prior
year, primarily in connection with investments in technology and store leasehold improvements.
Financing Activities
Net cash used by financing activities increased as a result of increased shares repurchased under our share repurchase
program and higher costs related to the issuance of debt compared to the prior year.
Debt and Guarantor Financial Information
During the current fiscal year, we issued $600.0 million in 2032 Senior Notes and used the proceeds, together with
cash on hand and borrowings under our ABL facility, to redeem in full our 2025 Senior Notes.
At September 30, 2024, we had $994.0 million in outstanding debt, excluding finance lease obligations, unamortized
debt issuance costs and discounts, in the aggregate, of $8.7 million. Our debt consists of $600.0 million in 2032 Senior
Notes outstanding and $394.0 million remaining on our term loan B. At September 30, 2024, 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 2024, the weighted average
interest rate on our borrowings under the ABL facility was 7.25%.
We are currently in compliance with the agreements and instruments governing our debt, including our financial
covenants.
See Note 11 of the Notes to Consolidated Financial Statements in Item 8 contained in this Annual Report for additional
information about our debt.
Guarantor Financial Information
Our 2032 Senior Notes were issued by our wholly-owned subsidiaries, Sally Holdings LLC 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 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.

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The following summarized consolidated 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
September 30, 2024 and 2023 (in thousands):
(in thousands)
September 30, 2024
September 30, 2023
Cash and cash equivalents
$
32,817
$
66,148
Inventory
$
781,512
$
735,853
Intercompany receivable
$
—
$
1,658
Current assets
$
914,686
$
890,462
Total assets
$
2,085,179
$
2,076,413
Intercompany payable
$
6,939
$
—
Current liabilities
$
479,052
$
468,202
Total liabilities
$
1,951,874
$
2,011,075
The following table presents the summarized statement of earnings information for fiscal year 2024 (in thousands):
Net sales
$
2,988,889
Gross profit
$
1,540,140
Earnings before provision for income taxes
$
168,476
Net Earnings
$
125,969
Contractual Obligations
The following table summarizes our contractual obligations at September 30, 2024 (in thousands):
Payments Due by Period
Less than
1 year
1-3 years
3-5 years
More than
5 years
Total
Long-term debt obligations, including
interest(a)
$
70,387
$
139,982
$
138,928
$ 1,082,142
$ 1,431,439
Obligations under operating leases(b)
175,266
270,805
148,465
109,101
703,637
Obligations under finance leases
137
—
—
—
137
Purchase obligations(c)
33,459
30,094
16,006
—
79,559
Other long-term obligations(d)(e)
8,821
6,028
1,667
1,841
18,357
Total
$
288,070
$
446,909
$
305,066
$ 1,193,084
$ 2,233,129
(a)
Long-term debt obligations include future interest payments on our debt outstanding as of September 30, 2024. 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 received from the impact of our interest rate swap.
(b)
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.
(c)
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.
(d)
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.
(e)
The table above does not include an estimated $8.4 million of unrecognized tax benefits due to uncertainty regarding the
realization and timing of the related future cash flows, if any.

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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.
Off-Balance Sheet Financing Arrangements
At September 30, 2024, we did not have any off-balance sheet financing arrangements other than obligations under
letters of credit, as discussed above.
Critical Accounting Estimates
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:
Vendor Rebates and Concessions
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.
Income Taxes
We record income tax provisions in our consolidated financial statements based on an estimate of current income tax
liabilities. The development of these provisions requires judgments about tax positions, potential outcomes and timing.
If we prevail in tax matters for which provisions have been established or are required to settle matters in excess of
established provisions, our effective tax rate for a particular period could be significantly affected.
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.
Assessment of Long-Lived Assets for Impairment and Restructuring
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

- 36 -
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.
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 asset, 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.
For fiscal years 2024 and 2023, no material impairment losses were recognized. For fiscal year 2022, we recognized
an impairment loss of $24.8 million within restructuring in connection with the Plan.
Assessment of Goodwill and Intangible Assets for Impairment
We review goodwill and intangible assets for impairment annually, or when events or circumstances indicate it is
more-likely-than-not that the value of the asset may be impaired. In assessing these types of assets for impairment,
there are significant estimates and assumptions used to determine the fair value, including relevant market and
economic conditions, anticipated future revenues and cash flows, royalty rates and discount rates.
When assessing goodwill for impairment, we may perform a qualitative assessment which evaluates macro-economic
conditions, current and projected cash flows, and other events or changes in circumstances to determine if a
quantitative assessment is necessary. During quantitative assessment, we use a discounted cash flow model to
determine an estimated fair value. If it is determined that the fair value of a reporting unit is less than its carrying
value, an impairment charge will be recorded to bring the carrying value down to its fair value.
During fiscal year 2024, we determined that no triggering events had occurred, as both internal and external facts and
circumstances, including revenues in fiscal year 2024 versus prior projections and prior weighted-average cost of
capital, continued to see improvement from the end of September 2023. 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 SBS or BSG reporting units.
Like goodwill, our indefinite-lived intangible assets are tested for impairment by comparing the fair value of each
asset to its carrying value, but only if a triggering event exists. As of September 30, 2024, our indefinite-lived assets
were comprised of only trade names. To determine the fair value of each trade name, we use the relief-from-royalty
method, which estimates what a third-party would be willing to pay in royalties to receive a benefit from the use of
the asset. If it is determined the asset’s fair value is less than its carrying value, then an impairment charge is recorded
to reduce the carrying value down to its fair value. No impairment losses were recognized in fiscal years 2024, 2023,
or 2022.
Recent Accounting Pronouncements
See Note 3 of the Notes to Consolidated Financial Statements in Item 8 — “Financial Statements and Supplementary
Data” contained elsewhere in this Annual Report for information about recent accounting pronouncements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a multinational corporation, we are subject to certain market risks, including risks resulting from our exposure to
foreign currency fluctuations, changes in interest rates and government actions. We consider a variety of practices to
manage these market risks, including, when deemed appropriate, the use of derivative financial instruments. Currently,
we do not purchase or hold, and are restricted by our debt and credit agreements from engaging in, any derivative
instruments for speculative or trading purposes.

- 37 -
Foreign currency exchange rate risk
We are exposed to potential gains or losses from foreign currency fluctuations affecting net investments in subsidiaries
(including intercompany balances not permanently invested) and earnings denominated in foreign currencies as well
as exposure resulting from the purchase of merchandise by certain of our subsidiaries in a currency other than their
functional currency and from the sale of products and services among the parent company and subsidiaries with a
functional currency different from the parent or among subsidiaries with different functional currencies. Our primary
exposures are to changes in exchange rates for the U.S. dollar versus the Euro, the British pound sterling, the Canadian
dollar and the Mexican peso. In addition, we currently have exposure to the currencies of certain countries located in
South America and from time to time we may have exposure to changes in the exchange rate for the British pound
sterling versus the Euro in connection with the sale of products and services among certain of our European
subsidiaries. For each of the fiscal years 2024, 2023 and 2022, less than 20% of our consolidated net sales were made
in currencies other than the U.S. dollar.
A 10% increase or decrease in the exchange rates for the U.S. dollar versus the foreign currencies to which we have
exposure would have impacted our consolidated net sales by approximately 1.8% in the fiscal year 2024, and it would
have impacted our consolidated net assets by approximately 2.2% at September 30, 2024.
As more fully discussed in Note 12 in the Notes to Consolidated Financial Statements included in Item 8 of this Annual
Report, we use, from time to time, foreign exchange forward contracts to mitigate exposure to changes in foreign
currency exchange rates.
Interest rate risk
We are sensitive to interest rate fluctuations as a result of borrowings under our ABL facility and term loan B. At
September 30, 2024, there were no outstanding borrowings under the ABL facility, and the term loan B had $394.0
million in outstanding principal balance. Additionally, at September 30, 2024, we held $200 million of SOFR
denominated interest hedged under an interest rate swap agreement to help mitigate a portion of our interest rate risk.
At September 30, 2024, a 1.0 percentage point interest rate increase would negatively impact our annual interest
expense and cash flows by $1.9 million.
As more fully discussed in Note 12 in the Notes to Consolidated Financial Statements included in Item 8 of this Annual
Report, we use, from time to time, derivative instruments in order to manage risk relating to cash flows and interest
rate exposure.
Credit risk
We are exposed to credit risk in connection with certain assets, primarily accounts receivable. We provide credit to
customers in the ordinary course of business and perform ongoing credit evaluations. We believe our exposure of
credit risk with respect to trade receivables is largely mitigated by our broad customer base and that our allowance for
doubtful accounts is sufficient to cover customer credit risks at September 30, 2024.
Our derivative instruments expose us to credit risk in the event of default by a counterparty. We believe such exposure
is mitigated by the substantial resources and strong creditworthiness of the counterparties to our derivative instruments
at September 30, 2024. In the event a counterparty defaults in its obligation under our derivative instruments, we could
incur substantial financial losses. However, at the present time, no such losses are deemed probable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See “Index to Financial Statements” which is located on page 47 of this Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.

- 38 -
ITEM 9A. CONTROLS AND PROCEDURES
Background. Attached as exhibits to this Annual Report on Form 10-K are certifications of our CEO and our CFO,
which are required in accordance with Rule 13a-14 of the Exchange Act. This “Controls and Procedures” section
includes information concerning the controls and controls evaluation referred to in the certifications. Part II, Item 8
— Financial Statements and Supplementary Data of this Annual Report on Form 10-K sets forth the attestation report
of KPMG LLP, our independent registered public accounting firm, regarding its audit of our internal control over
financial reporting. This section should be read in conjunction with the certifications and the KPMG attestation report
for a more complete understanding of the topics presented.
Controls Evaluation and Related CEO and CFO Certifications. Our management, with the participation of our CEO
and CFO, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this Annual Report. The controls evaluation was conducted by our
Disclosure Committee, comprised of senior representatives from our finance, accounting, IT security, 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 Annual 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 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 may 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 Annual 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 appropriate corrective action,
including process improvements, was being undertaken if needed. This type of evaluation is performed on a quarterly
basis so 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 September 30, 2024, 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 such information is accumulated and communicated to our
management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting.
Management of the Company, including the CEO and CFO, is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control
system was designed to provide reasonable assurance to management and our Board of Directors regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.
All internal control systems, no matter how well designed, have inherent limitations. A system of internal controls
may become inadequate over time because of changes in conditions or deterioration in the degree of compliance with

- 39 -
the policies or procedures. Therefore, even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2024.
using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework (2013). Based on this assessment, management has concluded that, as of
September 30, 2024, our internal control over financial reporting was effective to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles based on such criteria.
Report of Independent Registered Public Accounting Firm. Please refer to KPMG’s Report of Independent Registered
Public Accounting Firm on Internal Control over Financial Reporting on page F-1 of the financial statements, which
begin on page 48 of this Annual Report.
Changes in Internal Control over Financial Reporting. During our last fiscal quarter, there were 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.
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During the quarter ended September 30, 2024, no director or officer (as defined in 16a-1(f) of the Exchange Act) of
the Company adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading
arrangement," as such terms are defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.

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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The Board of Directors has adopted: (i) Corporate Governance Guidelines and (ii) a Code of Business Conduct and
Ethics that apply to directors, officers and employees. Copies of these documents and the committee charters are
available on our website at www.sallybeautyholdings.com and are available in print to any person, without charge,
upon written request to our Vice President of Investor Relations. We intend to disclose on our website at
www.sallybeautyholdings.com any substantive amendment to, or waiver from, a provision of the Code of Business
Conduct and Ethics that applies to these individuals or persons performing similar functions.
The additional information required by Item 10 of this Annual Report on Form 10-K is incorporated herein by
reference from our Proxy Statement related to the 2025 Annual Meeting of Stockholders under the headings “Proposal
1 – Election of Directors,” “Executive Officers,” “Corporate Governance, the Board, and Its Committees” and “Report
of the Audit Committee.”
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 of this Annual Report on Form 10-K is incorporated herein by reference from
our Proxy Statement related to the 2025 Annual Meeting of Stockholders under the headings “Directors’
Compensation and Benefits,” “Narrative Discussion of Director Compensation Table,” “Compensation Discussion
and Analysis,” “Compensation and Talent Committee Report,” “Executive Compensation” and “Compensation
Committee Interlocks and Insider Participation.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by Item 12 of this Annual Report on Form 10-K is incorporated herein by reference from
our Proxy Statement related to the 2025 Annual Meeting of Stockholders under the heading “Beneficial Ownership
of Company’s Stock."
EQUITY COMPENSATION PLAN INFORMATION
The following table gives information as of September 30, 2024, about our common stock that may be issued under
all of our existing equity compensation plans:
Plan Category
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights (1)
(a)
Weighted average exercise
price of outstanding
options, warrants
and rights (2)
(b)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a)) (3)
(c)
Equity compensation plans
approved by security holders
6,198,322
$
17.84
4,678,311
Equity compensation plans not
approved by security holders
N/A
N/A
N/A
Total
6,198,322
$
17.84
4,678,311
1.
Includes 2,032,982 shares issuable upon exercise of stock options and 4,165,340 shares that may be issued upon
settlement of restricted stock units ("RSUs"), including shares that may be issued pursuant to outstanding
performance-based and market-based awards, assuming the target is met.
2.
Calculation of weighted-average exercise price of outstanding awards includes stock options but does not include
RSUs, performance-based awards or market-based awards.
3.
Represents shares that are available for issuance pursuant to the 2019 Omnibus Plan, all of which are available as
full value awards. No further awards may be granted under the 2010 Omnibus Plan following the effective date of
the 2019 Omnibus Plan.

- 41 -
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by Item 13 of this Annual Report on Form 10-K is incorporated herein by reference from
our Proxy Statement related to the 2025 Annual Meeting of Stockholders under the headings “Corporate Governance,
the Board, and Its Committees,” “Compensation Committee Interlocks and Insider Participation” and “Related Party
Transactions.”
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by Item 14 of this Annual Report on Form 10-K is incorporated herein by reference from
our Proxy Statement related to the 2025 Annual Meeting of Stockholders under the heading “Proposal 4 – Ratification
of Selection of Auditors.”

- 42 -
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Documents filed as part of this Annual Report:
(a) List of Financial Statements and Financial Statement Schedules
See “Index to Financial Statements” which is located on page 48 of this Annual Report.
(b) Exhibits
The following exhibits are filed as part of this Annual Report or are incorporated herein by reference:
Exhibit No.
Description
3.1
Third Restated Certificate of Incorporation of Sally Beauty Holdings, Inc., dated January 30, 2014, which
is incorporated herein by reference from Exhibit 3.3 to the Company’s Current Report on Form 8-K filed
on January 30, 2014
3.2
Amended and Restated Bylaws of Sally Beauty Holdings, Inc., dated April 26, 2017, which is
incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed
on April 28, 2017
4.1
Amended and Restated Credit Agreement dated July 6, 2017, among the Borrowers, the Guarantors, the
Lenders party thereto, the Administrative Agent, the Collateral Agent, the Syndication Agent and the
Documentation Agent (as such terms are defined therein), which is incorporated herein by reference from
Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 6, 2017 †
4.2
First Amendment to Amended and Restated Credit Agreement dated April 15, 2020 among the
Borrowers, the Parent Guarantors, the Administrative Agent, the Syndication Agent, the Documentation
Agent, and the Lenders party thereto (as such terms are defined therein), which is incorporated herein by
reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 16, 2020
4.3
Second Amendment to Amended and Restated Credit Agreement dated September 2, 2020, among the
Borrowers, the Guarantors, the Administrative Agent, the Collateral Agent, the Canadian Agent and the
Lenders party thereto (as such terms are defined therein), which is incorporated herein by reference from
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 3, 2020
4.4
Third Amendment to Amended and Restated Credit Agreement dated May 11, 2021, among the
Borrowers, the Guarantors, the Administrative Agent, the Collateral Agent, the Canadian Agent and the
Lenders party thereto (as such terms are defined therein), which is incorporated herein by reference from
Exhibit 4.13 to the Company’s Annual Report on Form 10-K/A filed on December 8, 2021
4.5
Fourth Amendment to Amended and Restated Credit Agreement dated April 19, 2023, among the
Borrowers, the Parent Guarantors, the Administrative Agent, the Syndication Agent, the Documentation
Agent, and the Lenders party thereto (as such terms are defined therein), which is incorporated herein by
reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2023
4.6
Indenture, dated as of May 18, 2012, by and among Sally Holdings LLC, Sally Capital Inc., the guarantors
listed therein and Wells Fargo Bank, National Association, which is incorporated herein by reference
from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 18, 2012
4.7
Credit Agreement, dated as of February 28, 2023, by and among Sally Holdings LLC, Sally Capital, Inc.,
Bank of America, N.A., as Administrative Agent and Collateral Agent, and the lenders and other parties,
which is incorporated herein by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-
K filed on March 1, 2023
4.8
First Refinancing Amendment to Credit Agreement, dated as of September 13, 2023, by and among Sally
Holdings LLC, Sally Capital, Inc., Bank of America, N.A., as Administrative Agent and Collateral Agent,
and the lenders and other parties, which is incorporated herein by reference from Exhibit 4.9 to the
Company's Annual Report on Form 10-K filed on November 16, 2023

- 43 -
Exhibit No.
Description
4.9
Fifth Supplemental Indenture, dated as of February 27, 2024, by and among Sally Holdings LLC, Sally
Capital Inc., the guarantors listed therein and Computershare Trust Company, N.A., which is incorporated
herein by reference from Exhibit 4.2 from the Company’s Current Report on Form 8-K filed on February
27, 2024
4.10
Second Refinancing Amendment to Credit Agreement, dated as of June 14, 2024, by and among Sally
Holdings LLC, Sally Capital Inc., Sally Beauty Holdings, Inc., Sally Investment Holdings LLC, Bank of
America, N.A., as Administrative Agent and Collateral Agent, and the lenders and other parties thereto,
which is incorporated by reference from Exhibit 4.2 from the Company’s Quarterly Report on Form 10-
Q filed on August 8, 2024
10.1
Tax Sharing Agreement, dated as of November 16, 2006, made and entered into by and among Sally
Beauty Holdings, Inc., Sally Investment Holdings LLC and Sally Holdings LLC, which is incorporated
herein by reference from Exhibit 10.14 of the Quarterly Report on Form 10-Q of Sally Holdings LLC
and Sally Capital Inc. filed on August 29, 2007
10.2
Form of Amended and Restated Indemnification Agreement with Directors, which is incorporated herein
by reference from Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed on November 19,
2009
10.3
Sally Beauty Holdings, Inc. Amended and Restated 2010 Omnibus Incentive Plan, which is incorporated
herein by reference from Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed on
November 15, 2012
10.4
Sally Beauty Holdings, Inc. 2019 Omnibus Incentive Plan, which is incorporated herein by reference
from Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on December 19,
2018
10.5
Sally Beauty Holdings, Inc. Second Amended and Restated 2019 Omnibus Incentive Plan, which is
incorporated herein by reference from Exhibit 10.20 from the Company’s Annual report on Form 10-K
filed on November 22, 2021
10.6
2019 Form of Restricted Stock Unit Agreement for Independent Directors pursuant to the Sally Beauty
Holding, Inc. 2019 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.2
to the Company’s Quarterly Report on Form 10-Q filed on February 5, 2019
10.7
2019 Form of Stock Option Agreement pursuant to the Sally Beauty Holdings, Inc. 2019 Omnibus
Incentive Plan, which is incorporated herein by reference from Exhibit 10.20 from the Company’s Annual
Report on Form 10-K filed on November 25, 2019
10.8
2019 Form of Restricted Stock Agreement pursuant to the Sally Beauty Holdings, Inc. 2019 Omnibus
Incentive Plan, which is incorporated herein by reference from Exhibit 10.21 from the Company’s Annual
Report on Form 10-K filed on November 25, 2019
10.9
Form of Severance Agreement between each of Mark G. Spinks and the Company effective July 31,
2015, Scott C. Sherman and the Company effective October 1, 2017, Marlo Cormier and the Company
effective April 9, 2020, and Denise Paulonis and the Company effective October 1, 2021, which is
incorporated herein by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed
on November 5, 2012
10.10
Sally Beauty Holdings, Inc. Fourth Amended and Restated Independent Director Compensation Policy,
which is incorporated herein by reference from Exhibit 10.28 to the Company’s Annual Report on Form
10-K filed on November 14, 2018
10.11
2022 Form of Restricted Stock Unit Agreement for Independent Directors pursuant to the Sally Beauty
Holding, Inc. 2019 Omnibus Incentive Plan, which is incorporated herein by reference from Exhibit 10.21
to the Company’s Annual Report on Form 10-K filed on November 17, 2022

- 44 -
Exhibit No.
Description
10.12
2022 Form of Restricted Stock Unit Agreement pursuant to the Sally Beauty Holding, Inc. 2019 Omnibus
Incentive Plan, which is incorporated herein by reference from Exhibit 10.22 to the Company’s Annual
Report on Form 10-K filed on November 17, 2022
10.13
2022 Form of Performance Unit Award Agreement in connection to Relative Total Shareholder Return
pursuant to the Sally Beauty Holding, Inc. 2019 Omnibus Incentive Plan, which is incorporated herein
by reference from Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on November 17,
2022
10.14
2022 Form of Performance Unit Award Agreement in connection to FY2023 Adjusted Operating Income
pursuant to the Sally Beauty Holding, Inc. 2019 Omnibus Incentive Plan, which is incorporated herein
by reference from Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed on November 17,
2022
10.15
2022 Form of Performance Unit Award Agreement in connection to FY2024 Adjusted Operating Income
pursuant to the Sally Beauty Holding, Inc. 2019 Omnibus Incentive Plan, which is incorporated herein
by reference from Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed on November 17,
2022
10.16
2022 Form of Performance Unit Award Agreement in connection to FY2025 Adjusted Operating Income
pursuant to the Sally Beauty Holding, Inc. 2019 Omnibus Incentive Plan, which is incorporated herein
by reference from Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on November 17,
2022
10.17
Sally Beauty Holdings, Inc. Third Amended and Restated 2019 Omnibus Incentive Plan, which is
incorporated herein by reference from Exhibit 10.17 to the Company's Annual Report on Form 10-K filed
on November 16, 2023
10.18
Sally Beauty Holdings, Inc. Fifth Amended and Restated Independent Director Compensation Policy,
which is incorporated herein by reference from Exhibit 10.19 to the Company's Annual Report on Form
10-K filed on November 16, 2023
10.19
2023 Form of Performance Unit Award Agreement in connection to FY24, FY25 and FY26 Adjusted
Operating Income pursuant to the Sally Beauty Holdings, Inc. 2019 Omnibus Incentive Plan, which is
incorporated herein by reference from Exhibit 10.20 to the Company's Annual Report on Form 10-K filed
on November 16, 2023
10.20
2023 Form of Performance Unit Award Agreement in connection to Relative Total Shareholder Return
pursuant to the Sally Beauty Holding, Inc. 2019 Omnibus Incentive Plan, which is incorporated herein
by reference from Exhibit 10.21 to the Company's Annual Report on Form 10-K filed on November 16,
2023
10.21
2024 Form of Restricted Stock Unit Agreement pursuant to the Sally Beauty Holding, Inc. 2019 Omnibus
Incentive Plan*
10.22
2024 Form of Performance Unit Award Agreement in connection to FY25, FY26 and FY27 Adjusted
Operating Income pursuant to the Sally Beauty Holdings, Inc. 2019 Omnibus Incentive Plan*
10.23
2024 Form of Performance Unit Award Agreement in connection to Relative Total Shareholder Return
pursuant to the Sally Beauty Holding, Inc. 2019 Omnibus Incentive Plan*
19
Insider Trading Policy*
21.1
List of Subsidiaries of Sally Beauty Holdings, Inc.*
22
List of Subsidiary Guarantors*
23.1
Consent of KPMG*
31.1
Rule 13(a)-14(a)/15(d)-14(a) Certification of Denise Paulonis*
31.2
Rule 13(a)-14(a)/15(d)-14(a) Certification of Marlo M. Cormier*

- 45 -
Exhibit No.
Description
32.1
Section 1350 Certification of Denise Paulonis*
32.2
Section 1350 Certification of Marlo M. Cormier*
97
Sally Beauty Holdings, Inc. Compensation Recoupment Policy *
101
The following financial information from our Annual Report on Form 10-K for the fiscal year ended
September 30, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the
Consolidated Balance Sheets; (ii) the Consolidated Statements of Earnings; (iii) the Consolidated
Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; (v) Consolidated
Statements of Stockholders’ Equity and (vi) the Notes to Consolidated Financial Statements*
104
Cover Page Interactive Data File (formatted as Inline XBRL) and contained in Exhibit 101
* Included herewith
† Certain schedules and exhibits have been omitted pursuant to Item 601(b) (2) of Regulation S-K. The Registrant agrees to furnish
supplementally to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.
(c) Financial Statement Schedules
None
ITEM 16. FORM 10-K SUMMARY
None

- 46 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 14th day of
November, 2024.
SALLY BEAUTY HOLDINGS, INC.
By:
/s/ Denise Paulonis
Denise Paulonis
President, Chief Executive Officer and Director
By:
/s/ Marlo M. Cormier
Marlo M. Cormier
Senior Vice President, Chief Financial Officer
By:
/s/ Kim McIntosh
Kim McIntosh
Group Vice President, Controller and
Chief Accounting Officer

- 47 -
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Denise Paulonis
President, Chief Executive Officer and Director
(Principal Executive Officer)
November 14, 2024
Denise Paulonis
/s/ Marlo M. Cormier
Senior Vice President, Chief Financial
Officer (Principal Financial Officer)
November 14, 2024
Marlo M. Cormier
/s/ Kim McIntosh
Group Vice President, Controller and
Chief Accounting Officer (Principal
Accounting Officer)
November 14, 2024
Kim McIntosh
/s/ Diana S. Ferguson
Chairman of the Board of Directors
November 14, 2024
Diana S. Ferguson
/s/ Rachel R. Bishop
Director
November 14, 2024
Rachel R. Bishop
/s/ Jeffrey Boyer
Director
November 14, 2024
Jeffrey Boyer
/s/ James Conroy
Director
November 14, 2024
James Conroy
/s/ Dorlisa K. Flur
Director
November 14, 2024
Dorlisa K. Flur
/s/ James M. Head
Director
November 14, 2024
James M. Head
/s/ Lawrence P. Molloy
Director
November 14, 2024
Lawrence P. Molloy
/s/ Erin Nealy Cox
Director
November 14, 2024
Erin Nealy Cox

- 48 -
SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES
Financial Statements
Years ended September 30, 2024, 2023 and 2022
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 185)
F-1
Consolidated Financial Statements:
Consolidated Balance Sheets as of September 30, 2024 and 2023
F-3
Consolidated Statements of Earnings for the years ended September 30, 2024, 2023 and 2022
F-4
Consolidated Statements of Comprehensive Income for the years ended September 30, 2024, 2023 and
2022
F-5
Consolidated Statements of Cash Flows for the years ended September 30, 2024, 2023 and 2022
F-6
Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2024, 2023 and 2022
F-7
Notes to Consolidated Financial Statements for the years ended September 30, 2024, 2023 and 2022
F-8

F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Sally Beauty Holdings, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Sally Beauty Holdings, Inc. and subsidiaries (the
Company) as of September 30, 2024 and 2023, the related consolidated statements of earnings, comprehensive
income, stockholders’ equity, and cash flows for each of the years in the three-year period ended September 30,
2024, and the related notes (collectively, the consolidated financial statements). We also have audited the
Company’s internal control over financial reporting as of September 30, 2024, based on criteria established in
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash
flows for each of the years in the three-year period ended September 30, 2024, in conformity with U.S. generally
accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of September 30, 2024 based on criteria established in Internal Control –
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management's Annual Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an
opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting
was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting

F-2
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that: (1)
relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Evaluation of vendor rebates and concessions
As discussed in Note 1 to the consolidated financial statements, accounts receivable, other, consists
primarily of amounts due from the Company’s vendors under contractual agreements (collectively referred
to as vendor rebates and concessions). These agreements are often specific to a particular product or
promotion for a specified period of time, which results in a high volume of agreements, each with
potentially non-standardized terms and conditions governing how the rebate is earned and calculated.
Therefore, the inputs used to calculate the vendor rebates and concessions, which can include financial and
non-financial data from multiple sources, will vary depending on the specific terms of the agreements.
Accounts receivable, other was $58.6 million as of September 30, 2024.
We identified the evaluation of vendor rebates and concessions as a critical audit matter because of the
challenging auditor judgment required to assess the non-standardized terms of the agreements and the
nature and source of the inputs used in the recognition and measurement of the receivable.
The following are the primary procedures we performed to address this critical audit matter. We evaluated
the design and tested the operating effectiveness of certain internal controls over the Company’s process to
calculate vendor rebates and concessions. This included controls over the derivation of key inputs and the
evaluation of the contractual terms of the agreements. For a sample of the vendor rebates and concessions,
we evaluated the nature and source of the inputs used, and the terms of the contractual agreements. We
recalculated the amount of the receivable based on the inputs and the terms of the agreements. We also
confirmed outstanding vendor receivables directly with the Company’s vendors and compared the
confirmed amount to the amount previously recognized by the Company for a sample of vendor rebates and
concessions.
/s/ KPMG LLP
We have served as the Company’s auditor since 2006.
Dallas, Texas
November 14, 2024

F-3
SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
September 30, 2024 and 2023
(In thousands, except par value data)
2024
2023
Assets
Current assets:
Cash and cash equivalents
$
107,961
$
123,001
Trade accounts receivable, net
33,635
33,421
Accounts receivable, other
58,553
42,454
Inventory
1,036,624
975,218
Other current assets
68,541
53,903
Total current assets
1,305,314
1,227,997
Property and equipment, net
269,872
297,779
Operating lease assets
582,573
570,657
Goodwill
538,266
533,081
Intangible assets, excluding goodwill, net
59,960
55,171
Other assets
36,914
40,565
Total assets
$
2,792,899
$
2,725,250
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of long-term debt
$
4,127
$
4,173
Accounts payable
269,424
258,884
Accrued liabilities
162,950
163,366
Current operating lease liabilities
136,068
150,479
Income taxes payable
20,100
2,355
Total current liabilities
592,669
579,257
Long-term debt
978,255
1,065,811
Long-term operating lease liabilities
479,616
455,071
Other liabilities
22,066
23,139
Deferred income tax liabilities, net
91,758
93,224
Total liabilities
2,164,364
2,216,502
Stockholders’ equity:
Common stock, $0.01 par value. Authorized 500,000 shares;
101,854 and 106,266 shares issued and outstanding
at September 30, 2024 and 2023, respectively
1,019
1,063
Preferred stock, $0.01 par value. Authorized 50,000 shares; none issued
—
—
Additional paid-in capital
—
5,677
Accumulated earnings
740,685
624,772
Accumulated other comprehensive loss, net of tax
(113,169)
(122,764)
Total stockholders’ equity
628,535
508,748
Total liabilities and stockholders’ equity
$
2,792,899
$
2,725,250
The accompanying notes are an integral part to these consolidated financial statements.

F-4
SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
Fiscal Years ended September 30, 2024, 2023 and 2022
(In thousands, except per share data)
2024
2023
2022
Net sales
$
3,717,031
$
3,728,131
$
3,815,565
Cost of goods sold
1,826,699
1,829,951
1,896,400
Gross profit
1,890,332
1,898,180
1,919,165
Selling, general and administrative expenses
1,607,674
1,555,946
1,553,948
Restructuring
(75)
17,205
27,577
Operating earnings
282,733
325,029
337,640
Interest expense
76,408
72,979
93,543
Earnings before provision for income taxes
206,325
252,050
244,097
Provision for income taxes
52,911
67,450
60,544
Net earnings
$
153,414
$
184,600
$
183,553
Earnings per share:
Basic
$
1.48
$
1.72
$
1.69
Diluted
$
1.43
$
1.69
$
1.66
Weighted average shares:
Basic
103,939
107,332
108,665
Diluted
106,933
109,336
110,293
The accompanying notes are an integral part of these consolidated financial statements.

F-5
SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Fiscal Years ended September 30, 2024, 2023 and 2022
(In thousands)
2024
2023
2022
Net earnings
$
153,414
$
184,600
$
183,553
Other comprehensive (loss) income:
Foreign currency translation adjustments
12,437
28,282
(60,974)
Interest rate swap, net of tax
(4,147)
3,716
—
Interest rate caps, net of tax
—
(1,960)
4,045
Foreign exchange contracts, net of tax
1,305
(955)
(277)
Other comprehensive (loss) income, net of tax
9,595
29,083
(57,206)
Total comprehensive income
$
163,009
$
213,683
$
126,347
The accompanying notes are an integral part of these consolidated financial statements.

F-6
SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Fiscal Years ended September 30, 2024, 2023 and 2022
(In thousands)
2024
2023
2022
Cash Flows from Operating Activities:
Net earnings
$
153,414
$
184,600
$
183,553
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization
109,738
102,409
99,929
Share-based compensation expense
17,172
15,862
9,944
Amortization of deferred financing costs
2,441
2,693
3,351
Impairment of long-lived assets, including operating
lease assets
605
3,424
25,029
Net gain on disposal of long-lived assets
(103)
(92)
(53)
Net loss on extinguishment of debt
3,734
2,395
16,439
Deferred income taxes
(1,663)
9,626
(17,592)
Changes in (exclusive of effects of acquisitions):
Trade accounts receivable
230
1,462
(3,184)
Accounts receivable, other
(14,822)
(3,327)
(5,999)
Inventory
(54,600)
(21,533)
(96,195)
Other current assets
2,818
(102)
(9,536)
Other assets
(1,836)
(695)
4,148
Accounts payable and accrued liabilities
15,022
(29,697)
(46,289)
Income taxes payable
17,867
(2,152)
(6,698)
Operating lease assets and liabilities
(2,412)
(16,268)
6,233
Other liabilities
(1,077)
706
(6,580)
Net cash provided by operating activities
246,528
249,311
156,500
Cash Flows from Investing Activities:
Payments for property and equipment
(101,165)
(90,742)
(99,250)
Acquisitions, net of cash acquired
(7,745)
(9,034)
(3,169)
Net cash used by investing activities
(108,910)
(99,776)
(102,419)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt
1,541,458
1,289,622
520,003
Repayments of long-term debt
(1,625,595)
(1,370,799)
(770,286)
Debt issuance costs
(9,202)
(5,214)
—
Payments for common stock repurchased
(60,392)
(15,150)
(130,328)
Proceeds from equity awards
1,763
1,885
8,112
Employee withholding taxes paid related to net share
settlement of equity awards
(1,766)
(1,168)
(1,180)
Net cash used by financing activities
(153,734)
(100,824)
(373,679)
Effect of foreign exchange rate changes on cash
and cash equivalents
1,076
3,732
(10,803)
Net increase (decrease) in cash and cash equivalents
(15,040)
52,443
(330,401)
Cash and cash equivalents, beginning of period
123,001
70,558
400,959
Cash and cash equivalents, end of period
$
107,961
$
123,001
$
70,558
Supplemental Cash Flow Information:
Interest paid
$
86,715
$
71,945
$
82,072
Income taxes paid
$
35,987
$
63,808
$
82,607
Capital expenditures incurred but not paid
$
16,328
$
22,790
$
15,757
The accompanying notes are an integral part of these consolidated financial statements.

F-7
SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
Fiscal Years ended September 30, 2024, 2023 and 2022
(In thousands)
Accumulated
Additional
Other
Total
Common Stock
Paid-in
Accumulated
Comprehensive
Stockholders’
Shares
Amount
Capital
Earnings
Loss
Equity
Balance at September 30, 2021
112,913
$
1,129
$
17,286
$
356,967
$
(94,641)
$
280,741
Net earnings
—
—
—
183,553
—
183,553
Other comprehensive loss,
net of tax
—
—
—
—
(57,206)
(57,206)
Repurchases of common stock
(6,833)
(68)
(29,912)
(100,348)
—
(130,328)
Share-based compensation
—
—
9,944
—
—
9,944
Stock issued for equity awards
949
10
8,102
—
—
8,112
Employee withholding taxes paid
related to net share settlement
(59)
(1)
(1,179)
—
—
(1,180)
Balance at September 30, 2022
106,970
1,070
4,241
440,172
(151,847)
293,636
Net earnings
—
—
—
184,600
—
184,600
Other comprehensive income,
net of tax
—
—
—
—
29,083
29,083
Repurchases of common stock
(1,511)
(15)
(15,135)
—
—
(15,150)
Share-based compensation
—
—
15,862
—
—
15,862
Stock issued for equity awards
900
9
1,876
—
—
1,885
Employee withholding taxes paid
related to net share settlement
(93)
(1)
(1,167)
—
—
(1,168)
Balance at September 30, 2023
106,266
1,063
5,677
624,772
(122,764)
508,748
Net earnings
—
—
—
153,414
—
153,414
Other comprehensive income,
net of tax
—
—
—
—
9,595
9,595
Repurchases of common stock
(5,143)
(51)
(22,839)
(37,501)
—
(60,391)
Share-based compensation
—
—
17,172
—
—
17,172
Stock issued for equity awards
925
9
1,754
—
—
1,763
Employee withholding taxes paid
related to net share settlement
(194)
(2)
(1,764)
—
—
(1,766)
Balance at September 30, 2024
101,854
$
1,019
$
—
$
740,685
$
(113,169)
$
628,535
The accompanying notes are an integral part of these consolidated financial statements.

F-8
Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
1.
Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The consolidated financial statements included herein have been prepared in accordance with accounting principles
generally accepted in the United States (“GAAP”). All significant intercompany accounts and transactions have been
eliminated in consolidation.
Use of Estimates
In order to present our financial statements in conformity with GAAP, we are required to make certain estimates and
assumptions that impact our financial statements and supplementary disclosures. These estimates may use forecasted
financial information based on reasonable information available, however they are subject to change in the future.
Significant estimates and assumptions are part of our accounting for sales allowances, deferred revenue, valuation of
inventory, amortization and depreciation, intangibles and goodwill, and other reserves. We believe these estimates
and assumptions are reasonable; however, they are based on management’s current knowledge of events and actions,
and changes in facts and circumstances may result in revised estimates and impact actual results.
Cash and Cash Equivalents
Cash represents currency on hand, debit and credit card receivables and third-party online payment systems
transactions, while cash equivalents consist of highly liquid investments which have an original maturity of three
months or less.
Trade Accounts Receivable and Accounts Receivable, Other
Trade accounts receivable consist of credit extended directly to certain customers who meet our credit requirements
in the ordinary course of business and are stated at their carrying values, net of an allowance for doubtful accounts.
Our allowance is determined by estimating expected credit losses based on historical trends. At September 30, 2024
and 2023, our allowance for doubtful accounts was $0.8 million and $1.1 million, respectively. Our allowance for
doubtful accounts is regularly reviewed on the basis of our historical collection data and current customer information.
Customer account balances are written off against the allowance after all means of collection have been exhausted
and the potential for recovery is considered remote.
Other accounts receivable consist primarily of amounts due from vendors under various contractual agreements and
include volume rebates and other promotional considerations.
Inventory and Cost of Goods Sold
Inventory is stated at the lower of weighted average cost or net realizable value. Inventory cost reflects actual product
costs, the cost of transportation to our distribution centers, buying costs and certain shipping and handling costs, such
as freight from the distribution centers to the stores and handling costs incurred at the distribution centers. When
assessing the net realizable value of inventory, we consider several factors including estimates of future demand for
our products, historical turn-over rates, the age and sales history of the inventory, and historic and anticipated changes
in stock keeping units.
Physical inventory counts are performed at substantially all stores and significant distribution centers at least annually.
Upon completion of physical inventory counts, our consolidated financial statements are adjusted to reflect actual
quantities on hand. Between physical counts, we estimate inventory shrinkage based on our historical experience. We
have policies and processes in place that are intended to minimize inventory shrinkage.
Cost of goods sold includes actual product costs, the cost of transportation to our distribution centers, operating costs
associated with our distribution centers (including employee compensation expense, depreciation and amortization,
rent and other occupancy-related expenses), vendor rebates and allowances, inventory shrinkage and certain shipping
and handling costs, such as freight from the distribution centers to the stores. All other shipping and handling costs

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-9
are included in selling, general and administrative expenses when incurred. See Note 17, Restructuring, for more
information on the impacts to costs of goods sold in connection with the Plan.
We deem cash consideration received from a supplier to be a reduction of the cost of inventory purchased, 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
inventory and a subsequent reduction in cost of goods sold as the related products are sold.
Lease Accounting
Substantially all of our leases are operating leases and relate primarily to retail stores and warehousing properties with
lease terms typically five to ten years. Some of our leases include options to extend the agreement by a certain number
of years, typically five years. At the lease commencement date, an operating lease liability and related operating lease
asset are recognized and typically do not assume renewals unless we are reasonably certain that we will exercise the
option.
The operating lease liabilities are calculated using the present value of lease payments. The discount rate used is either
the rate implicit in the lease, when known, or our estimated incremental borrowing rate. Our incremental borrowing
rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the
lease payments under similar terms. Because we do not generally borrow on a collateralized basis, we derive an
appropriate incremental borrowing rate using the interest rate we pay on our non-collateralized borrowings, adjusted
for the amount of the lease payments, the lease term and the effect of designating specific collateral with a value equal
to the unpaid lease payments for that lease. We apply the incremental borrowing rate on a portfolio basis given the
impact of applying it on a lease by lease basis would be immaterial.
Operating lease assets are valued based on the initial operating lease liabilities plus any prepaid rent and direct costs
from executing the leases, reduced by tenant improvement allowances and any rent abatement. Operating lease assets
are tested for impairment in the same manner as our long-lived assets. No material impairment losses were recorded
during fiscal years 2024 or 2023. For fiscal year 2022, we recognized impairment loss in connection with our operating
leases assets of $21.6 million in connection with the Plan and are included within restructuring on our consolidated
statements of earnings. Please see Note 17, Restructuring, for more information on the Plan.
Property and Equipment
Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful
lives of the assets. Leasehold improvements are depreciated over the lesser of the estimated useful lives of the assets
or the term of the related lease, including renewals considered reasonably assured. Expenditures for maintenance and
repairs are included in selling, general and administrative expenses when incurred, while expenditures for major
renewals and improvements that substantially extend the useful life of an asset are capitalized.
The following table summarizes our property and equipment balances and their estimated useful lives (dollars in
thousands):
Life
September 30,
(in years)
2024
2023
Land
N/A
$
5,672
$
10,038
Buildings and building improvements
5 – 40
45,564
56,688
Leasehold improvements
1 – 12
317,976
280,626
Furniture, fixtures and equipment
1 – 10
782,478
730,639
Total property and equipment, gross
1,151,690
1,077,991
Accumulated depreciation and amortization
(881,818)
(780,212)
Total property and equipment, net
$
269,872
$
297,779
Depreciation expense for the fiscal years 2024, 2023 and 2022 was $106.6 million, $99.0 million and $95.9 million,
respectively, and is included in selling, general and administrative expenses, or cost of goods sold if associated with
our distribution centers, in our consolidated statements of earnings. No material impairments were recorded for fiscal
years 2024 or 2023. During fiscal year 2022, we recognized an impairment loss of $3.3 million within restructuring
on our consolidated statements of earnings in connection with the Plan. See Note 17, Restructuring, for more
information on the Plan.

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-10
In August 2024, our Board approved the sale of our corporate headquarters in Denton, Texas. At the end of September
30, 2024, we had entered into an agreement with Denton County, Texas to sell our corporate headquarters, including
furniture, fixtures and some equipment currently on the premise. In connection with the sale of the office, we evaluated
the disposal of these assets and determined these assets should be classified as held for sale. As of September 30,
2024, we reclassified the following amounts out of property and equipment, net, (disposal group) into other current
assets on our consolidated balance sheets for fiscal year 2024 (dollars in thousands):
September 30,
2024
Buildings and building improvements
$
11,629
Land
4,407
Furniture, fixtures and equipment
1,195
Total assets held for sale
$
17,231
The fair value, less estimated cost to dispose, of the disposal group was estimated to be $43.6 million based on the
terms of the agreement. The sale was completed during our first quarter of fiscal year 2025. See Note 18, Subsequent
Event, for more information on the sale of these assets.
Valuation of Long-Lived Assets and Definite-lived Intangible Assets
Long-lived assets, including operating lease assets and property and equipment, and purchased intangibles subject to
amortization are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount
of an asset may not be fully recoverable. The recoverability of long-lived assets and intangible assets subject to
amortization is assessed by comparing the net carrying amount of each asset to the total estimated undiscounted future
cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its undiscounted future
cash flows, an impairment charge may be recognized for the amount by which the carrying amount of the asset exceeds
the estimated fair value of the asset using a discounted cash flow approach.
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 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 asset, to fair value.
Goodwill and Indefinite-lived Intangible Assets
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business
combination. Goodwill is tested for impairment at least annually, as of January 31st, and whenever events or changes
in circumstances indicate its carrying amount may be less than its recoverable amount, to determine whether or not it
is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. Furthermore, we
considered potential triggering events each quarter, including fluctuations of our stock price and borrowing rates in
the debt markets.
Components within the same operating segment are aggregated and deemed a single reporting unit if the components
have similar economic characteristics. As of September 30, 2024 and 2023, our reporting units consisted of SBS and
BSG. We assign goodwill to the reporting unit which consolidates the acquisition.
When assessing goodwill for impairment, we may perform a qualitative assessment which evaluates macro-economic
conditions, current and projected cash flows, and other events or changes in circumstances to determine if a
quantitative assessment is necessary. In fiscal year 2023, we performed a quantitative assessment, which indicated no
impairment existed. In fiscal year 2024, we performed a qualitative assessment. We have not recorded any impairment
charges related to goodwill in the current or prior fiscal years presented.
Indefinite-lived Intangible Assets
Our intangible assets with indefinite lives consist of trade names acquired in business combinations or asset purchases.
Upon acquisition of these identifiable intangible assets, we base our valuation on the information and assumptions
available to us at the time of acquisition, using income and market approaches to determine fair value. These assets

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-11
are evaluated for impairment annually, as of January 31st, and whenever events or changes in circumstances indicate
the asset’s carrying amount may be less than its recoverable amount, to determine whether or not it is more-likely-
than-not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. When assessing
intangible assets with indefinite lives for impairment, we compare the fair value of each asset against its carrying
value. Fair value is based on the relief-from-royalty method. We have not recorded any impairment charges related to
indefinite-lived intangibles in the current or prior fiscal years presented.
Self-Insurance Programs
We self-insure the risks related to workers’ compensation, general liability, and certain employee-related healthcare
benefits. We have obtained third-party excess insurance coverage to limit our exposure per occurrence and aggregate
cash outlay.
We record an estimated liability for the ultimate cost of claims incurred and unpaid as of the balance sheet date, which
includes claims filed and estimated losses incurred but not yet reported. We estimate the ultimate cost based on an
analysis of our historical data and actuarial estimates. These estimates are reviewed on a regular basis to ensure the
recorded liability is adequate. The current and long-term portions of these liabilities are recorded at their present value
and included in accrued liabilities and other liabilities in our consolidated balance sheets, respectively.
Revenue Recognition
Substantially all of our revenue is derived through the sale of merchandise. Revenue is recognized net of estimated
sales returns and sales taxes. We estimate sales returns based on historical data. Additionally, we have assessed all
revenue streams for principal versus agent considerations and have concluded we are the principal for the vast majority
of all our transactions.
See Note 16, Segments and Disaggregated Revenue, for additional information regarding the disaggregation of our
revenue.
Merchandise Revenues
We sell merchandise through our company-operated stores, digital platforms, to our franchisees and by using DSCs.
These sales generally have one single performance obligation and revenue is recognized at the point of sale or upon
shipment of the merchandise, whenever control of items sold transfers to the customer. Shipping fees charged through
digital channels are considered a separate performance obligation and are recognized in net sales, while the related
shipping cost is recognized in selling, general and administrative expenses.
We extend credit to certain customers, primarily salon professionals, which generally have 30 day payment terms.
Based on the nature of theses receivables, no significant financing component exists.
Gift Cards
The revenue from the sale of our gift cards is recognized at the time the gift card is used to purchase merchandise,
which is generally within one year from the date of purchase. Our gift cards do not carry expiration dates or impose
post-sale fees. Based on historical experience, a certain amount of our gift cards will not be redeemed, also referred
to as “gift card breakage.” We recognize revenue related to gift card breakage within net sales in our consolidated
statements of earnings over time proportionately to historical redemption patterns. The gift cards are issued and
represent liabilities of either of our operating entities, Sally Beauty Supply LLC or Beauty Systems Group LLC, which
are both limited liability companies formed in the state of Virginia.

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-12
Customer Loyalty Rewards
Our Sally Beauty Rewards Program in the U.S. and Canada, enables customers to earn points based on their status for
every dollar spent on qualifying SBS purchases. The program is free to join, and it provides our loyalty customers the
ability to earn points on their SBS purchases, that convert to Sally Beauty Rewards certificates when select thresholds
are attained. Points earned expire after twelve months of inactivity and certificates issued expire 30 days after earned.
Certificates generated from our rewards loyalty program provide a material right to customers and represent a separate
performance obligation. As such, we defer revenue for future rewards on a standalone value per point, net of estimated
breakage based on historical data, within accrued liabilities on our consolidated balance sheets.
The following table shows the amount of performance-based contract liabilities on our consolidated balance sheets as
of September 30, 2024 and 2023 (in thousands):
September 30,
Contracts
Balance Sheet Classification
2024
2023
Gift cards
Accrued liabilities
$
4,980
$
5,940
Rewards loyalty program
Accrued liabilities
6,513
8,098
Total liability
$
11,493
$
14,038
Changes to our performance-based contract liabilities for fiscal years 2024 and 2023 were as follows (in thousands):
September 30,
2024
2023
September 30, 2023
$
14,038
$
13,460
Loyalty points and gift cards issued but not redeemed, net of
estimated breakage
7,053
11,204
Revenue recognized from beginning liability
(9,598)
(10,626)
September 30, 2024
$
11,493
$
14,038
Private Label Rewards Credit Cards
We have a multi-year agreement with a third-party bank (the “Bank”) to provide our customers a private label credit
card program in the U.S. Under the agreement, the Bank manages our customer’s credit approval and credit card
accounts, while we facilitate credit applications and provide licensing to our brand and marketing services. The Bank
accepts all customer default risks associated with these accounts. In connection with signing the agreement, we
received a refundable payment from the Bank that we recorded as deferred revenue within other liabilities on our
consolidated balance sheets and is being recognize on a straight-line basis, over the initial term of the agreement, into
net sales in our consolidated statements of earnings.
Pursuant to the agreement, the Bank will contribute funding for the program marketing expenses and are recognized
in net sales in our consolidated statements of earnings. In addition, we earn other immaterial amounts from the Bank,
including incentive payments for achieving performance targets and the activation of credit cards.
Advertising Costs
Advertising costs relate mainly to digital and web advertising, in-store and traditional print advertisements, customer
relationship management, trade shows and product education for salon professionals. Advertising costs incurred in
connection with print advertisements are expensed the first time the advertisement is run. Other advertising costs are
expensed when incurred. Advertising costs were $68.4 million, $65.4 million and $69.8 million for the fiscal years
2024, 2023 and 2022, respectively, and are included in selling, general and administrative expenses in our consolidated
statements of earnings.
Share-based Compensation
We measure the cost of services received from certain of our employees and Board of Directors in exchange for an
award of equity instruments based on the fair value of the award on the date of grant which are expensed ratably over
the vesting period, except for awards issued to retirement eligible participants, which are expensed on an accelerated
basis. We recognize the impact of forfeitures as they occur. Share-based compensation expense is included in selling,
general and administrative expenses in our consolidated statements of earnings.

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-13
Income Taxes
We recognize deferred income taxes for the estimated future tax consequences attributable to temporary differences
between the financial statement carrying amounts of existing 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 anticipated to be recovered or settled. The effect on deferred taxes of a
change in income tax rates is recognized in the consolidated statements of earnings in the period of enactment. A
valuation allowance is recorded to reduce the carrying amounts of deferred tax assets to the amount expected to be
realized unless it is more-likely-than-not that such assets will be realized in full. The estimated tax benefit of 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.
Foreign Currency
The functional currency of each of our foreign operations is generally the respective local currency. Balance sheet
accounts are translated into U.S. dollars (our reporting currency) at the rates of exchange in effect at the balance sheet
date, while the results of operations and cash flows are generally translated using average exchange rates for the
periods presented. Individually material transactions, if any, are translated using the actual rate of exchange on the
transaction date. The resulting translation adjustments are recorded as a component of accumulated other
comprehensive loss in our consolidated balance sheets.
Foreign currency transaction gains or losses, including changes in the fair value (i.e., marked-to-market adjustments)
of certain foreign exchange contracts we hold, are included in selling, general and administrative expenses in our
consolidated statements of earnings when incurred and were not significant in any of the periods presented in the
accompanying consolidated financial statements.
2.
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”)
No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to enhance segment
disclosures for annual and interim consolidated financial statements, including significant segment expenses that are
regularly provided to the chief operating decision maker (“CODM”). For public companies, the amendments in the
update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years
beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of
the adoption on its financial statement disclosures.
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. For public business entities, 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.
3.
Fair Value Measurements
Our financial instruments consist of cash equivalents, trade and other accounts receivable, accounts payable, derivative
instruments, including foreign exchange contracts and interest rate caps, and debt. The carrying amounts of cash
equivalents, trade and other accounts receivable and accounts payable approximate their respective fair values due to
the short-term nature of these financial instruments.
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 to the valuation of an asset or liability on the
measurement date.

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-14
The three levels of that hierarchy are defined as follows:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 - Unadjusted quoted prices in active markets for similar assets or liabilities; or unadjusted quoted prices
for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that
are observable for the asset or liability; or inputs that are derived principally from or corroborated by observable
market data; and
Level 3 - Unobservable inputs for the asset or liability.
Fair value on recurring basis
Consistent with the fair value hierarchy, we categorized our financial assets and liabilities as follows (in thousands):
As of September 30,
Classification
Fair Value
Hierarchy Level
2024
2023
Financial Assets
Non-designated foreign exchange
contracts
Other current
assets
Level 2
$
1,207
$
1,160
Interest rate swap
Other assets
Level 2
—
4,668
Total assets
$
1,207
$
5,828
Financial Liabilities
Non-designated foreign exchange
contracts
Accrued liabilities
Level 2
$
1,485
$
397
Interest rate swap
Other liabilities
Level 2
635
—
Total Liabilities
$
2,120
$
397
The fair value of each asset and liability was measured using widely accepted valuation techniques, including
discounted cash flow analyses and observable inputs, such as market interest rates and foreign exchange rates.
Other fair value disclosures
Carrying amounts and the related estimated fair value of our long-term debt, excluding finance lease obligations, are
as follows:
As of September 30,
2024
2023
(in thousands)
Fair Value
Hierarchy
Level
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
Long-term debt, excluding finance lease
obligations
Senior notes due 2032
Level 2
$
600,000
$
615,000
$
—
$
—
Senior notes due 2025
Level 2
—
—
679,961
662,962
Term loan B due 2030
Level 2
394,000
393,508
398,000
398,000
Total long-term debt
$
994,000
$ 1,008,508
$ 1,077,961
$ 1,060,962
The fair value of our senior notes was measured using unadjusted quoted market prices. The fair value of our term
loan B agreements was measured using unadjusted quoted market prices for similar debt securities in active markets.

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-15
4.
Accumulated Stockholders’ Equity
Share Repurchases
The Board approved a share repurchase program authorizing us to repurchase up to $1.0 billion of our common stock
through September 30, 2025.
Information related to our shares repurchased and subsequently retired were as follows (in thousands):
Fiscal Year Ended September 30,
2024
2023
2022
Number of shares repurchased
5,143
1,511
6,833
Total cost of share repurchased
$
60,391
$
15,150
$ 130,328
The amounts above do not include approximately 194,000, 93,000 and 59,000 shares surrendered by grantees to satisfy
personal income tax withholding obligations upon vesting of equity-based awards valued at $1.8 million, $1.2 million
and $1.2 million during the fiscal years 2024, 2023 and 2022, respectively.
We reduced common stock and additional paid-in capital, in the aggregate, by these amounts. However, as required
by GAAP, to the extent share repurchase amounts exceeded the balance of additional paid-in capital prior to such
repurchases, we recorded the excess in accumulated stockholders’ equity on our consolidated balance sheets. Share
repurchases are typically funded from either cash from operations or borrowings under the ABL facility, as
appropriate.
Accumulated Other Comprehensive Loss
The change in accumulated other comprehensive loss (“AOCL”) was as follows (in thousands):
Foreign
Currency
Translation
Adjustments
Interest
Rate Swap
Interest
Rate Caps
Foreign
Exchange
Contracts
Total
Balance at September 30, 2022
$
(153,128)
$
—
$
1,960
$
(679)
$ (151,847)
Other comprehensive income (loss) before
reclassifications, net of tax
28,282
4,990
817
(2,837)
31,252
Reclassification to net earnings, net of tax
—
(1,274)
(2,777)
1,882
(2,169)
Balance at September 30, 2023
(124,846)
3,716
—
(1,634)
(122,764)
Other comprehensive income (loss) before
reclassifications, net of tax
12,437
(854)
—
(1,590)
9,993
Reclassification to net earnings, net of tax
—
(3,293)
—
2,895
(398)
Balance at September 30, 2024
$
(112,409)
$
(431)
$
—
$
(329)
$ (113,169)
The tax impact for the changes in other comprehensive loss and the reclassifications to net earnings was not material.
5.
Weighted Average Shares
The following table sets forth the computations of basic and diluted earnings per share (in thousands):
Fiscal Year Ended September 30,
2024
2023
2022
Weighted-average basic shares
103,939
107,332
108,665
Dilutive securities:
Stock option and stock award programs
2,994
2,004
1,628
Weighted-average diluted shares
106,933
109,336
110,293
At September 30, 2024, 2023 and 2022, options to purchase approximately 1.6 million, 1.9 million and 2.4 million
shares, respectively, of our common stock were outstanding but not included in the computation of diluted earnings
per share, due to the options being anti-dilutive.

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-16
6.
Share-Based Payments
Our Sally Beauty Holdings, Inc. 2019 Omnibus Incentive Plan (the "Omnibus Plan") allows us to grant awards to its
employees up to 8.0 million shares of our common stock, plus an additional number of shares based on the number of
shares outstanding as of the beginning of the current plan that have subsequently been terminated, expired unexercised,
cash-settled, cancelled, forfeited or lapsed for any reason. Currently, we have awarded grants to employees and non-
employee directors under the terms of the Omnibus Plan.
The following table presents total compensation cost for all share-based compensation arrangements and the related
income tax benefits recognized in our consolidated statement of earnings (in thousands):
Fiscal Year Ended September 30,
2024
2023
2022
Share-based compensation expense
$
17,172
$
15,862
$
9,944
Income tax benefit related to share-based
compensation expense
$
4,217
$
3,487
$
2,634
The Omnibus Plan award types are as follows:
Performance-based awards: Our performance awards vest over three years upon the satisfaction of the
employee service condition and our level of achievement with respect to a mix of certain specified
performance targets. For fiscal years 2024, 2023 and 2022, we issued performance awards with a financial
performance target based on the growth on adjusted consolidated operating income (“AOI”) for each of
the next three years.
For each performance award, a grantee may earn from 0% to 200% of the original awarded amount. Fair
value of our performance awards related to the achievement of financial performance targets are based on
our stock price on the date of grant. During the fiscal years ended September 30, 2024, 2023 and 2022, the
fair value of our performance awards was $8.49, $12.04 and $17.40, respectively. Expense is determined
upon issuance and recognized based on projections of future performance and actual results.
Market-based awards: In fiscal years 2024, 2023 and 2022, we issued market-based awards that vest over
three years and are dependent on the level of achievement of relative total shareholder return (“rTSR”)
against a group of peer companies measured over a three-year period. For each rTSR, a grantee may earn
from 0% to 200% of the original awarded amount. The fair value was determined by using the Monte Carlo
simulation model due to the award being subject to a market condition. During fiscal years 2024, 2023 and
2022, the fair value of our market-based awards was $11.02, $15.54 and $23.39, respectively. Expense is
determined upon issuance and is recognized regardless of whether the market performance target is
achieved.
Stock options: Stock option awards are valued using the Black-Scholes option pricing model to estimate the
fair value of each stock option award on the date of grant and expense ratably over the vesting period,
generally three years. Stock options have a ten year life.
Restricted stock: Restricted stock awards (“RSA”) and restricted stock units (“RSU”) are valued using the
closing market price of our common stock on the date of grant. Expense is recognized ratably over the
vesting period, generally three years for RSAs and RSUs issued to employees and one year for RSUs issued
to our independent directors. An RSA award is an award of our shares that have full voting rights and
dividend rights but are restricted with regard to sale or transfer. These restrictions lapse over the vesting
period. RSUs are awarded to our independent directors who may elect, upon receipt of such award, to defer
until a later date delivery of the shares of our common stock that would otherwise be issued on the vesting
date. RSUs granted to independent directors prior to the fiscal year 2012, are generally retained by the
Company as deferred stock units that are not distributed until six months after the independent director’s
service as a director terminates.

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-17
Performance-Based Awards
The following table presents a summary of the activity for our performance awards assuming 100% payout:
Performance Awards
Number
of Shares
(in Thousands)
Weighted
Average Fair
Value Per
Share
Unvested at September 30, 2023
471
$
11.26
Granted
596
8.49
Adjustment for performance achievement
(32)
13.37
Vested
(45)
15.18
Forfeited
(93)
10.61
Unvested at September 30, 2024
897
$
13.57
As of September 30, 2024, if we assume a 100% payout for unvested performance-based awards, we would expect to
recognize $2.1 million in expense over the weighted average period of 1.6 years.
Market-Based Awards
The following table presents a summary of the activity for our market awards:
Market Awards
Number
of Shares
(in Thousands)
Weighted
Average Fair
Value Per
Share
Unvested at September 30, 2023
544
$
16.77
Granted
397
11.02
Vested
—
—
Forfeited
(149)
17.18
Unvested at September 30, 2024
792
$
13.81
As of September 30, 2024, approximately $4.6 million of total unrecognized compensation costs related to unvested
market-based awards are expected to be recognized over the weighted average period of 1.7 years.
The assumptions used in the Monte Carlo model relating to the valuation of our TSR awards issued in fiscal years
2024, 2023 and 2022 were as follows:
Fiscal Year Ended September 30,
2024
2023
2022
Expected term (in years)
2.9
2.9
2.9
Expected volatility
48.7%
60.3%
59.5%
Risk-free interest rate
4.8%
4.6%
0.7%
Dividend yield
0.0%
0.0%
0.0%

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-18
Service-Based Awards
Stock Option Awards
The following table presents a summary of the activity for our stock option awards:
Number of
Outstanding
Options
(in Thousands)
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
(in Years)
Aggregate
Intrinsic
Value
(in Thousands)
Outstanding at September 30, 2023
2,478
$
17.45
5.2
$
—
Granted
—
—
Exercised
(194)
9.09
Forfeited or expired
(251)
20.72
Outstanding at September 30, 2024
2,033
$
17.84
4.1
$
1,761
Exercisable at September 30, 2024
1,947
$
17.86
4.0
$
1,761
The weighted average assumptions used in the Black-Scholes model relating to the valuation of our stock options for
the fiscal year ended September 30, 2022, were as follows:
Fiscal Year Ended
September 30,
2022
Expected term (in years)
6.0
Expected volatility
48.7%
Risk-free interest rate
1.2%
Dividend yield
0.0%
The expected life of options awarded represents the period of time such options are expected to be outstanding and is
based on our historical experience. The risk-free interest rate is based on the zero-coupon U.S. Treasury notes with a
term comparable to the expected life of an award at the date of the grant. Since we did not currently expect to pay
dividends, the dividend yield used for this purpose was 0%.
The weighted average fair value per share at the date of grant of the stock options awarded during the fiscal year 2022
was $8.12. No stock options were awarded during the fiscal years 2024 or 2023. The aggregate fair value of stock
options vested during the fiscal years 2024, 2023 and 2022 was $1.9 million, $3.2 million and $2.5 million,
respectively.
The aggregate intrinsic value of options exercised during the fiscal years 2024, 2023 and 2022 was $0.7 million, $1.4
million and $4.0 million, respectively. The total cash received during the fiscal years 2024, 2023 and 2022 from option
exercises was $1.8 million, $1.9 million and $8.1 million, respectively, and the tax benefit realized for the tax
deductions from these option exercises was $0.1 million, $0.2 million and $0.8 million, respectively.
At September 30, 2024, approximately $0.1 million of total unrecognized compensation costs related to unvested
stock option awards are expected to be recognized over the weighted average period of 0.1 years.
RSUs
The following table presents a summary of the activity for our RSUs:
Restricted Stock Units
Number
of Shares
(in Thousands)
Weighted
Average
Fair Value
Per Share
Unvested at September 30, 2023
1,603
$
13.19
Granted
1,739
8.74
Vested
(727)
13.11
Forfeited
(264)
10.31
Unvested at September 30, 2024
2,351
$
10.25
At September 30, 2024, approximately $12.0 million of total unrecognized compensation costs related to unvested
RSUs are expected to be recognized over the weighted average period of 1.7 years.

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-19
7.
Leases
Our operating and finance leases consisted of the following (in thousands):
September 30,
Balance Sheet Classification
2024
2023
Assets:
Operating lease (a)
Operating lease assets
$
582,573
$
570,657
Finance lease
Property and equipment, net
1,553
1,754
Total lease assets
$
584,126
$
572,411
Liabilities:
Current:
Operating lease
Current operating lease liabilities
$
136,068
$
150,479
Finance lease
Current maturities of long-term debt
127
173
Long-term:
Operating lease
Long-term operating lease liabilities
479,616
455,071
Finance lease
Long-term debt
—
119
Total lease liabilities
$
615,811
$
605,842
(a)
During fiscal year 2023, we recognized $0.6 million in impairment charges related to the Plan. See
Note 17, Restructuring, for more information on the Plan.
Our lease costs consisted of the following (in thousands):
For the Year Ended September 30,
Statement of Earnings Classification
2024
2023
Operating lease costs
Cost of goods sold and selling, general
and administrative expenses (a)
$
179,121
$
180,624
Finance lease costs:
Amortization of leased assets
Selling, general and administrative
expenses
291
292
Interest on lease liabilities
Interest expense
12
12
Variable lease costs (b)
Selling, general and administrative
expenses
70,146
59,996
Total lease costs
$
249,570
$
240,924
(a)
Certain supply chain-related amounts are included in cost of goods sold.
(b)
Includes common area maintenance, real estate taxes and insurance related to leases
As of September 30, 2024, the approximate future lease payments under our leases under ASC 842, Leases, are as
follows (in thousands):
Fiscal Year
Operating leases
Finance leases
2025
$
175,266
$
137
2026
149,646
—
2027
121,159
—
2028
89,373
—
2029
59,092
—
Thereafter
109,101
—
Total undiscounted lease payments
703,637
137
Less: imputed interest
87,953
10
Present value of lease liabilities
$
615,684
$
127
The table above does not include operating leases we have entered into of approximately $4.0 million that have not
commenced, primarily related to future retail stores.

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-20
Other lease information is as follows (dollars in thousands):
For the Year Ended September 30,
2024
2023
Cash paid for amounts included in the measurement of lease
liabilities:
Operating cash flows – operating leases
$
178,950
$
182,405
Operating cash flows – finance leases
12
12
Financing cash flows – finance leases
176
176
Supplemental non-cash information on lease liabilities:
Lease assets obtained in exchange for new operating lease liabilities
$
159,331
$
184,039
September 30,
2024
2023
Weighted-average remaining lease term (in years):
Operating leases
5.0
5.2
Finance leases
0.7
1.7
Weighted-average discount rate:
Operating leases
5.5%
5.3%
Finance leases
0.3%
0.3%
8.
Goodwill and Intangible Assets
The changes in the carrying amounts of goodwill during the fiscal years 2024 and 2023 are as follows (in thousands):
SBS
BSG
Total
Balance at September 30, 2022
$
69,560
$ 456,506
526,066
Acquisitions (a)
—
998
998
Foreign currency translation
5,744
273
6,017
Balance at September 30, 2023
$
75,304
$ 457,777
$ 533,081
Acquisitions (a)
—
282
282
Adjustments (b)
—
(381)
(381)
Foreign currency translation
5,120
164
5,284
Balance at September 30, 2024
$
80,424
$ 457,842
$ 538,266
(a)
See Note 13, Acquisitions, for additional information regarding goodwill acquired during the fiscal year.
(b)
Measurement period adjustment of the prior year acquisition.
The following table reflects our other intangible assets, excluding goodwill, on our consolidated balance sheets. Once
an intangible becomes fully amortized, the original cost and accumulated amortization is removed in the subsequent
period. As of September 30, 2024 and 2023, we had the following (in thousands):
September 30, 2024
September 30, 2023
Gross
Carrying
Amount
Accumulated
Amortization
Net
Gross
Carrying
Amount
Accumulated
Amortization
Net
Definite-lived Intangible assets:
Distribution rights (a)
$
22,508
$
(9,273)
$
13,235
$
16,250
$
(7,747)
$
8,503
Customer relationships
22,024
(20,820)
1,204
22,007
(19,768)
2,239
Other intangible assets
4,567
(3,668)
899
4,381
(3,072)
1,309
Total definite-lived intangible assets
49,099
(33,761)
15,338
42,638
(30,587)
12,051
Indefinite-lived Intangible assets:
Trade names
44,622
—
44,622
43,120
—
43,120
Total intangible assets, excluding
goodwill, net
$
93,721
$
(33,761)
$
59,960
$
85,758
$
(30,587)
$
55,171
(a)
See Note 13, Acquisitions, for additional information regarding distribution rights recorded during the fiscal year.
Our definite-lived intangible assets are amortized on a straight-line basis over the period that we expected an economic
benefit, typically over periods of three to ten years. For fiscal years 2024, 2023 and 2022, amortization expense related
to intangible assets totaled $3.2 million, $3.4 million and $4.1 million, respectively and are included within selling,
general and administrative expenses on our consolidated statements of earnings.

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-21
As of September 30, 2024, the expected future amortization expense related to definite-lived intangible assets is as
follows (in thousands):
Fiscal Year:
2025
$
3,360
2026
2,296
2027
1,824
2028
1,320
2029
1,223
Thereafter
5,315
$
15,338
9.
Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
September 30,
2024
2023
Compensation and benefits
$
76,649
$
69,915
Deferred revenue
16,080
18,259
Rental obligations
11,039
11,266
Insurance reserves
7,526
6,656
Interest payable
4,108
13,447
Property and other taxes
1,785
2,617
Operating accruals and other
45,763
41,206
Total accrued liabilities
$
162,950
$
163,366
10.
Commitments and Contingencies
Commitments
Letters of Credit
We had $17.5 million and $17.4 million of outstanding letters of credit as of September 30, 2024 and 2023,
respectively.
Contingencies
Legal Proceedings
From time to time, we are involved in various claims and lawsuits incidental to the conduct of our business in the
ordinary course. We do not believe that the ultimate resolution of these matters will have a material adverse impact
on our consolidated financial position, results of operations or cash flows.
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources, are
recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably
estimated. We have no significant liabilities for loss contingencies at September 30, 2024 and 2023.
11.
Debt
Short-term Debt
In fiscal year 2023, we entered into a fourth amendment to our five-year asset-based senior secured loan facility (the
"ABL facility") with a syndicate of banks, which has a revolving commitment of $500.0 million and a maturity date
of the earlier of (i) May 11, 2026, or (ii) the date which is ninety-one (91) days prior to the maturity date of any
indebtedness arising under the TLB 2030, as defined below, and any refinancing thereof. The interest rate on the ABL
facility is variable and determined at our option as (i) prime plus 0.25% or 0.50% or (ii) Secured Overnight Financing
Rate ("SOFR") plus 1.25% or 1.50%. In addition, the terms of the ABL facility contain a commitment fee of 0.20%
on the unused portion of the facility. Borrowings under the ABL facility are secured by a first-priority lien in and upon
the accounts and inventory (and the proceeds thereof) of the Company and its guarantor subsidiaries. Furthermore,

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-22
the ABL facility is also secured by a second-priority lien in and upon the remaining assets of the Company and its
guarantor subsidiaries.
At September 30, 2024 and 2023, there were no outstanding borrowings under our ABL facility. At September 30,
2024, we had $482.5 million available for borrowing, thereunder, including our Canadian sub-facility, subject to
borrowing base limitations, as reduced by outstanding letters of credit.
Long-term Debt
Long-term debt consists of the following (dollars in thousands):
September 30,
2024
2023
Interest Rates
Term Loan B due 2030
$
394,000
$
398,000
SOFR plus 1.75%
Senior notes due Dec. 2032
600,000
—
6.750%
Senior notes due Dec. 2025
—
679,961
5.625%
Total
$
994,000
$
1,077,961
Plus: finance lease obligations
127
292
Less: unamortized debt issuance costs
and discount, net
11,745
8,269
Total debt
$
982,382
$
1,069,984
Less: current maturities
4,127
4,173
Total long-term debt
$
978,255
$
1,065,811
Maturities of our debt, excluding finance leases and our ABL facility, are as follows at September 30, 2024 (in
thousands):
Fiscal Year:
2025
$
4,000
2026
4,000
2027
4,000
2028
4,000
2029
4,000
Thereafter
974,000
Total
$
994,000
Term Loan B
In fiscal year 2023, we entered into a credit agreement for a term loan B facility (“TLB 2030”) in an aggregate principal
amount equal to $400.0 million, the net proceeds of which were used to repay our term loan B due 2024 (“TLB 2024”).
The TLB 2030 bears interest at a floating rate equal to, at our option, either the Adjusted Term SOFR Rate plus 1.75%
or an adjusted base rate plus 0.75%, see below for additional information. Interest on the TLB 2030 is payable quarterly
on March 31, June 30, September 30 and December 31 of each year. The TLB 2030 matures on February 28, 2030
(the “Maturity Date”), but may be prepaid without penalty or premium, other than customary breakage costs for
prepayments that are made prior to the last date of an interest period. The principal of the TLB 2030 is repayable in
quarterly installments equal to 0.25% of the original principal amount of the TLB 2030, with a final installment equal
to the entire remaining outstanding principal amount due on the Maturity Date. The TLB 2030 was issued at a discount
of 0.75%, and we incurred $4.7 million in issuance costs; both of which are being amortized using the effective interest
method based on the effective interest rates at the time of issuance.
The TLB 2030 is secured by a first-priority lien in and upon substantially all of the assets of the Company and its
domestic subsidiaries other than the accounts, inventory (and the proceeds thereof) and other assets that secure Sally
Holdings’ existing ABL facility on a first-priority basis (the “ABL Priority Collateral”). Additionally, the TLB 2030
is secured by a second-priority lien in and upon the ABL Priority Collateral. The TLB 2030 does not contain any
financial maintenance covenants, but is subject to a covenant package that is substantially consistent with the covenant
package governing our senior notes. The TLB 2030 is subject to customary asset sale mandatory prepayment
provisions and excess cash flow mandatory prepayment provisions.
In fiscal years 2024 and 2023, we entered into second and first refinancing agreements, respectively, where we
negotiated basis point reductions of 50 and 25 basis points, respectively. No other terms of the TLB 2030 were

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-23
amended. In connection with each repricing, we evaluated the fair value of the debt before and after the amendment
for each syndicate loan and accounted for each transaction as both a partial extinguishment of debt and a modification.
As a result, we recognized losses on extinguishment of debt of $1.7 million and $1.8 million in fiscal years 2024 and
2023, respectively, within interest expense. In connection with the repricing, we incurred additional immaterial costs,
of which, the majority was recorded to interest expense. Furthermore, the extinguishment of debt and subsequent
issuance of new debt with existing creditors resulted in non-cash financing activities of $20.5 million and $7.9 million
for fiscal year 2024 and 2023, respectively.
Senior Notes
On February 27, 2024, we issued a public offering of 6.75% senior notes due 2032 ("2032 Senior Notes") pursuant to
a shelf registration statement on Form S-3 filed with the SEC on May 10, 2021. As a result, we received $594.0 million
in cash proceeds, net of underwriter fees, which were used towards the repayment of the outstanding $680.0 million
principal balance on the 5.625% senior notes due 2025 (the “2025 Senior Notes”). The 2032 Senior Notes were issued
at par and bear interest at a fixed interest rate of 6.75%. Interest is paid semi-annually during our second and fourth
fiscal quarters. The 2032 Senior Notes mature on April 1, 2032. The 2032 Senior Notes are prepayable beginning
March 1, 2027, at a price of 103.375, at a price of 101.688 after March 1, 2028, and at par after March 1, 2029. The
2032 Senior Notes are guaranteed on a senior unsecured basis by the guarantors who have guaranteed obligations
under our ABL facility and our existing term loan. In connection with the issuance, we incurred approximately $8.5
million in debt issuance costs that are being amortized using the effective interest rate method through the life of the
notes.
Additionally, on February 12, 2024, we issued a notice to redeem the entire $680.0 million aggregate outstanding
principal amount of the 2025 Senior Notes that remained outstanding on March 13, 2024, at a redemption price equal
to 100.00% of the principal amount of the 2025 Senior Notes, plus accrued and unpaid interest to, but not including,
the redemption date. On March 13, 2024, we redeemed the 2025 Senior Notes with the proceeds from our 2032 Senior
Notes, cash on hand, and borrowings under our ABL facility. In connection with this redemption, we recognized a
$2.0 million loss on the extinguishment of debt within interest expense related to unamortized debt issuance costs.
Covenants
The agreements governing our debt contain a customary covenant package that places restrictions on the disposition
of assets, the granting of liens and security interests, the prepayment of certain indebtedness, and other matters and
customary events of default, including customary cross-default and/or cross-acceleration provisions.
12.
Derivative Instruments
As of September 30, 2024, we did not purchase or hold any derivative instruments for trading or speculative purposes.
See Note 3 for the classification and fair value of our derivative instruments.
Designated Cash Flow Hedges
Foreign Currency Forwards
During fiscal year 2024, we entered into foreign currency forwards to mitigate the exposure to exchange rate changes
on inventory purchases in USD by our foreign subsidiaries. As of September 30, 2024, all of our foreign currency
forward derivatives instruments had settled. We record, net of income tax, the changes in fair value related to the
foreign currency forwards into AOCL and recognize realized gain or loss into cost of goods sold based on inventory
turns. As of September 30, 2024, we expect to reclassify approximately $0.1 million in net losses into cost of goods
sold over the next 12 months.
During fiscal year 2024, 2023 and 2022, we reclassified a net loss of $2.9 million, a net loss of $1.9 million and a
net gain of $0.1 million, respectively, into cost of goods sold.
Interest Rate Swap
In April 2023, we entered into a three-year interest rate swap with an initial notional amount of $200 million (the
“interest rate swap”) to mitigate the exposure to higher interest rates in connection with our TLB 2030. The interest
rate swap involves fixed monthly payments at the contract rate of 3.705%, and in return, we will receive a floating

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-24
interest payment based on the 1-month Adjusted Term SOFR Rate. The interest rate swap will mature in April 2026
and is designated as a cash flow hedge. Changes in the fair value of the interest rate swap are recorded quarterly, net
of income tax, and included in AOCL.
For fiscal years 2024 and 2023, we recognized income of $3.3 million and $1.3 million, respectively, into interest
expense on our condensed consolidated statements of earnings related to the interest rate swap. At September 30,
2024, we expect to reclassify gains of approximately $0.1 million out of AOCL and into interest expense over the next
12 months.
Interest Rate Caps
In July 2017, we purchased two interest rate caps with an initial aggregate notional amount of $550 million (the
“interest rate caps”) to mitigate the exposure to higher interest rates in connection with our prior term loan due 2024.
The interest rate caps were comprised of individual caplets and were designated as cash flow hedges. Accordingly,
the changes in fair value of the interest rate caps were recorded quarterly, net of income tax, and included in AOCL.
During fiscal year 2023, we early settled both interest rate caps due to the forecasted transactions, which were being
hedged, no longer occurring as a result of the repayment of our prior term loan. For fiscal years 2023 and 2022, we
recognized income of $2.8 million and expense of $1.7 million, respectively, into interest expense on our condensed
consolidated statements of earnings related to the caps.
Non-Designated Cash Flow Hedges
We also use foreign exchange contracts to mitigate our exposure to exchange rate changes in connection with certain
intercompany balances not permanently invested. At September 30, 2024, we held forwards, which expire on various
dates during the first four months of fiscal year 2025, with a notional amount, based upon exchange rates at September
30, 2024, as follows (in thousands):
Notional Currency
Notional Amount
Canadian Dollar
$
17,822
Euro
31,082
British Pound
48,326
Mexican Peso
19,516
Total
$
116,746
We record changes in fair value and realized gains or losses related to the foreign currency forwards into selling,
general and administrative expenses. The effects of these foreign exchange contracts on our condensed consolidated
financial statements were losses of $1.1 million, $2.2 million and $9.6 million for fiscal years 2024, 2023 and 2022,
respectively.
13.
Acquisitions
Exclusive Beauty Supply, Inc.
On September 20, 2024, we acquired certain assets and business operations from Exclusive Beauty Supply, Inc.
("Exclusive Beauty"), a distributor of professional beauty products operating in the State of Florida, for approximately
$7.5 million, subject to certain holdback adjustments related to inventory. Under the terms of the agreement, we
acquired the operations of three stores and a direct sales force, inventory, and non-exclusive product distribution rights.
As part of BSG's growth strategies, this acquisition complements its existing lines of business and increases the size
and geographic scope of operations.
This acquisition was accounted for using the acquisition method of accounting for business combinations and funded
with cash from operations. As of September 30, 2024, the purchase price of the acquisition has been allocated to all
assets acquired based on their estimated fair values at the date of acquisition. Based on our fair value estimates, we
recorded $6.4 million in intangible assets subject to amortization, $0.8 million for inventory (preliminary), and $0.3
million in goodwill, which has been allocated to BSG and is expected to be deductible for tax purposes. Subsequent
to the acquisition date, all operating results were included in BSG and were not material to the consolidated results of
operations. Pro forma information has not been provided as the effects were not material to our consolidated results
of operations.

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-25
Goldwell of NY, Inc.
On September 22, 2023, we acquired certain assets and business operations from Goldwell of NY, Inc. (“Goldwell of
NY”), a distributor of professional beauty products operating in the State of New York, for approximately $9.0 million.
Under the terms of the agreement, we acquired the operations of five stores and a direct sales force, inventory, and
exclusive and non-exclusive product distribution rights.
This acquisition was accounted for using the acquisition method of accounting for business combinations and funded
with cash from operations. As of September 30, 2023, the purchase price of the acquisition was allocated to all assets
acquired based on their estimated fair values at the date of acquisition. We recorded $6.6 million in intangible assets
subject to amortization, $1.7 million in inventory and $0.6 million in goodwill, which has been allocated to BSG and
is expected to be deductible for tax purposes. Subsequent of the acquisition date, all operating results were included
in BSG and were not material to the consolidated results of operations. In fiscal year 2024, we finalized the purchase
accounting, and no material adjustments were made. Pro forma information has not been provided as the effects were
not material to our consolidated results of operations.
During fiscal year 2022, we did not acquire any substantial businesses.
14.
401(k) and Profit Sharing Plan
We offer 401(k) Plans to our U.S. and Puerto Rico employees who meet certain eligibility requirements. The U.S.
401(k) Plan allows employees to contribute immediately upon hire, while the Puerto Rico 401(k) Plan allows
employees to contribute after one year of employment. Under the terms of each 401(k) Plan, employees may contribute
a percentage of their annual compensation up to certain maximums, as defined by each 401(k) Plan and by statutory
limitations. We currently match a portion of employee contributions, as defined by each 401(k) Plan. We recognized
expense of $7.6 million, $7.3 million and $6.8 million in the fiscal years ended September 30, 2024, 2023 and 2022,
respectively, related to such matching contributions and these amounts are included in selling, general and
administrative expenses in our consolidated statements of earnings.
In addition, pursuant to the 401(k) Plans, we may elect to make voluntary profit sharing contributions to the accounts
of eligible employees as determined by the Compensation Committee of the Board. During the fiscal years ended
September 30, 2024, 2023 and 2022, we did not make a profit sharing contribution to the 401(k) Plans.
15.
Income Taxes
The provision for income taxes for the fiscal years 2024, 2023 and 2022 consists of the following (in thousands):
Fiscal Year Ended September 30,
2024
2023
2022
Current:
Federal
$
35,897
$
42,103
$
48,888
Foreign
10,393
7,317
16,370
State
8,004
9,830
10,739
Total current portion
54,294
59,250
75,997
Deferred:
Federal
(3,149)
3,299
93
Foreign
1,116
3,233
(15,380)
State
650
1,668
(166)
Total deferred portion
(1,383)
8,200
(15,453)
Total provision for income taxes
$
52,911
$
67,450
$
60,544

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-26
The difference between the U.S. statutory federal income tax rate and the effective income tax rate is summarized
below:
Fiscal Year Ended September 30,
2024
2023
2022
U.S. federal statutory income tax rate
21.0 %
21.0 %
21.0 %
State income taxes, net of federal tax benefit
3.0
3.4
2.6
Effect of foreign operations
1.2
1.3
2.2
Repatriation Tax
—
1.1
—
Share-based payment awards
0.4
0.5
0.6
Unrecognized tax benefit
0.3
0.3
2.9
Valuation allowances
0.1
0.1
(7.2)
Deferred tax impact of foreign branch conversion
—
—
2.7
Other, net
(0.4)
(0.9)
—
Effective tax rate
25.6 %
26.8 %
24.8 %
The tax effects of temporary differences that give rise to our deferred tax assets and liabilities are as follows (in
thousands):
September 30,
2024
2023
Deferred tax assets attributable to:
Foreign loss carryforwards
$
28,713
$
32,435
U.S. foreign tax credits
13,279
12,913
Accrued liabilities
10,604
17,672
Share-based compensation expense
8,323
7,430
Other
(785)
(2,937)
Total deferred tax assets
60,134
67,513
Valuation allowance
(34,298)
(35,912)
Total deferred tax assets, net
25,836
31,601
Deferred tax liabilities attributable to:
Depreciation and amortization
95,377
101,957
Inventory adjustments
418
1,452
Total deferred tax liabilities
95,795
103,409
Net deferred tax liability
$
69,959
$
71,808
We believe that it is more-likely-than-not that the results of future operations will generate sufficient taxable income
to realize the deferred tax assets, net of the valuation allowance. During fiscal year 2024, existing valuation allowances
were decreased by approximately $1.6 million, primarily for net operating loss carry-forwards of various members of
the affiliated group in foreign jurisdictions and foreign tax credits. We continue to record a valuation allowance to
account for uncertainties regarding recoverability of certain deferred tax assets, primarily foreign loss carry-forwards
and tax credit carry-forwards.
Domestic earnings before provision for income taxes were $175.2 million, $217.7 million and $205.2 million in the
fiscal years 2024, 2023 and 2022, respectively. Foreign earnings before provision for income taxes of $31.1 million,
$34.4 million and $38.9 million in the fiscal years 2024, 2023 and 2022, respectively.
Tax reserves are evaluated and adjusted as appropriate, while taking into account the progress of audits by various
taxing jurisdictions and other changes in relevant facts and circumstances evident at each balance sheet date. We do
not expect the outcome of current or future tax audits to have a material adverse effect on our consolidated financial
condition, results of operations or cash flow.
Applicable deferred tax liabilities have been provided for undistributed foreign earnings in excess of foreign working
capital and cash requirements. As a result of U.S. Tax Reform, the repatriation of cash to the U.S. is generally no
longer taxable for federal income tax purposes but could be subject to foreign withholding taxes and state income
taxes. If undistributed earnings of our foreign operations were not considered permanently reinvested as of September
30, 2024, an immaterial amount of additional deferred taxes would have been provided.

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-27
At September 30, 2024 and 2023, we had total operating loss carry-forwards of $106.6 million and $119.4 million,
respectively, of which $52.5 million and $62.7 million, respectively, are subject to a valuation allowance. At
September 30, 2024, operating loss carry-forwards of $106.6 million have no expiration date. At September 30, 2024
and 2023, we had tax credit carry-forwards of $15.2 million and $15.5 million, respectively. This includes a U.S.
foreign tax credit carry-forward of $13.3 million, primarily as a result of the deemed repatriation tax under U.S. Tax
Reform. This credit expires in 2028. We do not believe the realization of the U.S. foreign tax credit is more-likely-
than-not, so a valuation allowance has been recorded against its full value. Of the remaining tax credit carry-forwards,
at September 30, 2024, $0.3 million expire between 2025 and 2029, $0.3 million expire between 2033 and 2037 and
$1.3 million have no expiration date. Total tax credit carry-forwards of $14.8 million and $14.2 million are subject to
a valuation allowance at September 30, 2024 and 2023, respectively.
The changes in the amount of unrecognized tax benefits are as follows (in thousands):
Fiscal Year Ended
September 30,
2024
2023
Balance at beginning of the fiscal year
$
8,312
$
9,165
Increases related to prior year tax positions
7
1,983
Decreases related to prior year tax positions
(19)
(128)
Increases related to current year tax positions
602
759
Decreases due to settlements
(414)
(3,337)
Lapse of statute
(90)
(130)
Balance at end of fiscal year
$
8,398
$
8,312
If recognized, these positions would affect our effective tax rate.
On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) enacted comprehensive amendments to the Internal
Revenue Code of 1986. Among other things, TCJA provided for a deemed repatriation of undistributed foreign
earnings by U.S. taxpayers giving rise to a one-time transition tax on those earnings (“Repatriation Tax”). The U.S.
Treasury Department issued final regulations (“Regulations”) addressing certain aspects of how the Repatriation Tax
is calculated. In our view, certain guidance included in the Regulations is inconsistent with our interpretation of the
statutory language contained in the TCJA. In fiscal year 2023, we remitted $4.3 million in tax and interest to the IRS.
Income tax expense of $2.7 million was recorded in fiscal year 2023 related to the payments. Previously, $1.6 million
had been reserved for this issue. We maintain our tax positions are fully supportable.
We recognize interest and penalties, accrued in connection with unrecognized tax benefits, in provision for income
taxes. Accrued interest and penalties, in the aggregate, were $0.7 million and $0.5 million at September 30, 2024 and
2023, respectively.
Because existing tax positions will continue to generate increased liabilities for unrecognized tax benefits over the
next 12 months, and the fact that from time to time our tax returns are routinely under audit by various taxing
authorities, it is reasonably possible that the amount of unrecognized tax benefits will change during the next 12
months. An estimate of the amount of such change, or a range thereof, cannot reasonably be made at this time.
However, we do not expect the change, if any, to have a material effect on our consolidated financial condition or
results of operations within the next 12 months.
Our consolidated federal income tax return for the fiscal years 2022 and 2023 are currently under IRS examination.
Our statute remains open for the fiscal year ended September 30, 2021, forward. Our U.S. state income tax returns are
impacted by various statutes of limitations and are generally open for the fiscal year ended September 30, 2021, and
future years. Our foreign income tax returns are impacted by various statutes of limitations, which are generally open
from 2019 forward.
In December of 2021, the Organization for Economic Cooperation and Development (OECD) established a
framework, referred to as Pillar 2, designed to ensure large multinational enterprises pay a minimum 15 percent level
of tax on the income arising in each jurisdiction in which they operate. The earliest effective date is for taxable years
beginning after December 31, 2023, which for us is fiscal year 2025. Numerous countries have already enacted the
OECD model rules, and several other countries have drafted legislation. We do not expect this legislation to have a

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-28
material impact on our consolidated financial statements. We will continue to monitor and evaluate new legislation
and guidance, which could change our current assessment.
16.
Segments and Disaggregated Revenue
Our segments are defined on how our chief operating decision maker, which we consider the CEO and CFO together,
regularly reviews performance and allocates resources to our operating segments.
Our business is organized into two reportable segments: (i) SBS, a domestic and international chain of retail stores
and a consumer-facing e-commerce website that offers professional beauty supplies to both salon professionals and
retail customers primarily in North America, Puerto Rico and parts of Europe and South America and (ii) BSG,
including its franchise-based business Armstrong McCall, a full-service distributor of beauty products and supplies
that offers professional beauty products directly to salons and salon professionals through its professional-only stores,
e-commerce platforms and its own sales force in partially exclusive geographical territories in the U.S. and Canada.
The accounting policies of both of our reportable segments are the same as described in the summary of significant
accounting policies contained in Note 1. Sales between segments, which were eliminated in consolidation, were not
material for the fiscal years ended September 30, 2024, 2023 and 2022.
Business Segments Information
Segment data for the fiscal years 2024, 2023 and 2022 are as follows (in thousands):
2024
2023
2022
Net sales (a) (for the fiscal year indicated):
SBS
$
2,107,089
$
2,139,206
$
2,193,044
BSG
1,609,942
1,588,925
1,622,521
Total
$
3,717,031
$
3,728,131
$
3,815,565
Earnings before provision for income taxes:
Segment operating earnings:
SBS
$
334,319
$
358,474
$
350,884
BSG
178,420
181,275
193,407
Segment operating earnings
512,739
539,749
544,291
Unallocated expenses (b)
230,081
197,515
179,074
Restructuring
(75)
17,205
27,577
Consolidated operating earnings
282,733
325,029
337,640
Interest expense
76,408
72,979
93,543
Earnings before provision for income taxes
$
206,325
$
252,050
$
244,097
Depreciation and amortization:
SBS
$
60,284
$
57,663
$
57,798
BSG
36,778
32,362
30,098
Corporate
12,676
12,384
12,033
Total
$
109,738
$
102,409
$
99,929
Payments for property and equipment:
SBS
$
60,160
$
52,535
$
53,788
BSG
31,986
30,581
34,312
Corporate
9,019
7,626
11,150
Total
$
101,165
$
90,742
$
99,250
Total assets (as of September 30):
SBS
$
1,358,102
$
1,279,200
$
1,195,732
BSG
1,324,071
1,293,157
1,251,455
Sub-total
2,682,173
2,572,357
2,447,187
Corporate
110,726
152,893
129,680
Total
$
2,792,899
$
2,725,250
$
2,576,867
a)
In the fiscal years 2024, 2023 and 2022, no single customer accounted for 10% or more of revenue.

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-29
b)
Unallocated expenses consist of corporate and shared costs and are included in selling, general and administrative
expenses in our consolidated statements of earnings.
Geographic Area Information
Certain geographic data is as follows (in thousands):
2024
2023
2022
Net sales (for the fiscal year indicated):
United States
$
3,026,946 $
3,050,334 $
3,142,898
Other countries
690,085
677,797
672,667
Total
$
3,717,031 $
3,728,131 $
3,815,565
Long-lived assets (as of September 30):
United States
$
230,469 $
258,157 $
263,929
United Kingdom
9,065
9,988
9,147
Other countries
30,338
29,634
24,800
Total
$
269,872 $
297,779 $
297,876
Disaggregated Revenues
The following tables disaggregate our segment revenues by merchandise category. We have reclassified certain prior
year amounts to conform to current year presentation.
Fiscal Year Ended September 30,
SBS
2024
2023
2022
Hair color
40.0%
39.9%
38.2%
Hair care
24.4%
23.9%
23.6%
Styling tools and supplies
16.8%
17.9%
19.1%
Nail
10.3%
10.1%
10.8%
Skin and cosmetics
7.9%
7.6%
7.6%
Other beauty items
0.6%
0.6%
0.7%
Total
100.0%
100.0%
100.0%
Fiscal Year Ended September 30,
BSG
2024
2023
2022
Hair care
42.2%
42.3%
43.5%
Hair color
41.0%
40.2%
39.0%
Styling tools and supplies
10.5%
10.6%
10.9%
Skin and cosmetics
3.6%
3.9%
3.8%
Nail
2.5%
2.7%
2.4%
Other beauty items
0.2%
0.3%
0.4%
Total
100.0%
100.0%
100.0%
The following table disaggregates our segment revenue by sales channels:
SBS
BSG
Fiscal Year Ended September 30,
Fiscal Year Ended September 30,
2024
2023
2022
2024
2023
2022
Company-operated stores
93.1%
93.8%
94.0%
68.4%
67.2%
66.4%
E-commerce
6.9%
6.2%
6.0%
13.6%
13.5%
12.3%
Franchise stores
—
—
—
7.4%
7.5%
7.4%
Distributor sales consultants
—
—
—
10.6%
11.8%
13.9%
Total
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%

Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Fiscal Years ended September 30, 2024, 2023 and 2022
F-30
17.
Restructuring
Restructuring expenses, included in cost of goods sold and restructuring for the fiscal years ended September 30, 2024,
2023 and 2022, are as follows (in thousands):
2024
2023 (a)
2022
Included in cost of goods sold
Distribution center consolidation
and store optimization plan
$
—
$
(5,788) $
19,403
Transformation plan
—
—
(1,087)
Total in cost of goods sold
$
—
$
(5,788) $
18,316
Included in restructuring
Distribution center consolidation
and store optimization plan
$
(75) $
17,205
$
26,110
Transformation plan
—
—
1,467
Total in restructuring
(75)
17,205
27,577
Total restructuring expenses
$
(75) $
11,417
$
45,893
(a)
Amounts related to the Plan included favorable adjustments to our expected obsolescence reserve within costs of goods sold and
costs associated with the closure of stores and distribution centers during the period.
Distribution Center Consolidation and Store Optimization Plan
In fiscal year 2022, our Board approved the Plan consisting of the planned closure of 330 SBS stores and 35 BSG
stores and two BSG distribution centers in Clackamas, Oregon and Pottsville, Pennsylvania. Stores identified for early
closure were part of a strategic evaluation which included a market analysis of certain locations where we believed
we would be able to recapture demand and improve profitability.
As of September 30, 2024, the Plan has been substantially completed, as the only two remaining BSG stores to be
closed were closed during the fiscal year. However, we may still incur future immaterial charges related to store
closures such as exit costs, lease negotiation penalties, termination benefits and adjustments to estimates. As of
September 30, 2024, there were no material outstanding liabilities for exit costs or involuntary employee termination
benefits. In fiscal year 2023, we closed 294 SBS stores and 26 BSG stores, as well as the two BSG distribution centers.
In fiscal year 2022, we closed 36 SBS stores and 7 BSG stores.
Transformation Plan
We previously disclosed a plan to focus on certain core business strategies. In addition to optimizing our supply chain
network with changes to our transportation model and network of nodes, we improved our marketing and digital
commerce capabilities and advanced our merchandising transformation efforts. In addition, we expanded our plan and
announced a reduction in workforce within our field and headquarters. Furthermore, our Board approved the
divestiture of our operations in Peru, which was not material to our results of operation. All these together made up
our Transformation Plan. We did not incur any additional expenses or liabilities related to our Transformation Plan in
fiscal years 2024 or 2023.
18.
Subsequent Events
On October 24, 2024, we sold our corporate headquarters located in Denton, Texas to Denton County, Texas for $45.5
million, excluding $1.5 million in closing costs. As of September 30, 2024, the assets included in the sale were
classified as held for sale within other current assets on our consolidated balance sheets. As a result of the sale, we
recognized a gain of approximately $26.8 million from the sale of these assets during our first quarter of fiscal year
2025. Additionally, we entered into a lease agreement with Denton County, Texas, to lease the building for $35,000
per month for twelve months, with the option to extend three additional months. At this time, we do not anticipate
exercising this option.



Shareholder Information
BOARD OF DIRECTORS 
Diana S. Ferguson 
Principal, Scarlett Investments, LLC 
Chair of the Board 
Denise Paulonis 
President and Chief Executive Officer 
Sally Beauty Holdings, Inc. 
Rachel R. Bishop, PhD
President
Hefty Tableware, Reynolds Consumer Products
Jeffrey Boyer
Chief Operating Officer
Fossil Group
James G. Conroy
Chief Executive Officer
Ross Stores, Inc.
Dorlisa K. Flur
Strategic Advisor, Former Chief Strategy and Transformation Officer
Southeastern Grocers, Inc.
James M. Head
Former Executive Vice President and Chief Financial Officer 
MultiPlan Corporation
Lawrence “Chip” Molloy
Former Chief Financial Officer
Sprouts Farmers Market
Erin Nealy Cox
Partner
Kirkland & Ellis
EXECUTIVE OFFICERS 
Denise Paulonis 
President and Chief Executive Officer 
Marlo M. Cormier
Senior Vice President, Chief Financial Officer
John H. Goss
President – Sally Beauty Supply
Mark G. Spinks 
President – Beauty Systems Group 
Joe Bowe
Senior Vice President, Chief Supply Chain Officer
Scott Lindblom
Senior Vice President, IT and Chief Information Officer
Scott C. Sherman 
Senior Vice President, Chief Legal and Human Resources Officer 
EXECUTIVE OFFICES 
3001 Colorado Boulevard 
Denton, Texas 76210 
800-777-5706 
sallybeautyholdings.com 
COMMON STOCK 
Traded on the New York Stock Exchange (the “NYSE”) 
Symbol: SBH 
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
KPMG LLP 
Dallas, Texas 
TRANSFER AGENT 
Computershare Trust Company, N.A. 
P.O. Box 505000 
Louisville, KY 40233 
Tel: 800-733-5001 
computershare.com/investor 
ANNUAL MEETING 
The Annual Meeting of Stockholders is to be held on January 24, 2025, 
at 9:00 a.m. (Central Time) and will be done in a virtual format. The 
Board of Directors has also set November 25, 2024, as the record date 
for determination of stockholders entitled to vote at the annual meeting. 
FORM 10-K REPORTS AND INVESTOR RELATIONS 
The Company has included as exhibits to its Annual Report on Form 10-K 
filed with the Securities and Exchange Commission the certificates of its 
Chief Executive Officer and Chief Financial Officer required to be filed 
pursuant to Section 302 of the Sarbanes-Oxley Act. The certification 
of our Chief Executive Officer regarding compliance with the New 
York Stock Exchange (NYSE) corporate governance listing standards 
required by NYSE Rule 303A.12 will be filed with the NYSE in February 
of 2025 following the 2025 Annual Meeting of Stockholders. Last 
year, we filed this certification with the NYSE after the 2024 Annual 
Meeting of Stockholders. A copy of the Sally Beauty Holdings, Inc. 2024 
Form 10-K, as filed with the Securities and Exchange Commission, 
is available on the investing section of the Company’s website at 
investor.sallybeautyholdings.com. Investor inquiries or a copy of the 
Company Annual Report or Form 10-K or any exhibit thereto can be 
obtained without charge by writing, submitting a request via the investor 
section of the website, or calling the Investor Relations department at: 
Sally Beauty Holdings, Inc. 
3001 Colorado Boulevard 
Denton, Texas 76210 
940-297-3877 
investor.sallybeautyholdings.com 
CAUTIONARY STATEMENT 
Cautionary Notice Regarding Forward-Looking Statements
Statements in this report 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, which we refer to as 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 filings with the Securities and Exchange Commission, 
including our description of risk factors in Item 1A to our Annual Report on Form 10-K for the year ended September 30, 2024. 
 Consequently, all forward-looking statements in this report are qualified by the factors, risks and uncertainties contained therein. 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.