UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): December 8, 2021

SALLY BEAUTY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

3001 Colorado Boulevard

Denton, Texas 76210

(Address of principal executive offices)

(940) 898-7500

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

On November 12, 2021, Sally Beauty Holdings, Inc. (the “Company”) announced that its wholly-owned subsidiaries, Sally Holdings LLC (“Holdings”) and Sally Capital Inc. (together with Holdings, the “Issuers”), issued a conditional notice of redemption (the “Conditional Redemption Notice”), to redeem on December 13, 2021, subject to the satisfaction or waiver of the condition precedent described below, the entire $679.961 million aggregate principal amount of their 5.625% Senior Notes due 2025 (“Notes”) which remain outstanding, at a redemption price equal to 101.875% of the principal amount of the Notes plus accrued but unpaid interest, to, but not including, the redemption date.

The Conditional Redemption Notice previously delivered to the holders of the Notes stated that the redemption was contingent upon the completion by the Issuers of one or more debt refinancing transactions, all upon terms and conditions satisfactory to the Issuers in their sole discretion, in an amount sufficient to make the redemption payment in full.

On December 8, 2021, the Company issued a press release announcing that it intended to effect a registered public offering of senior notes due 2030 (the “Senior Notes Offering”). On December 9, 2021, the Company subsequently issued a press release announcing withdrawal of the Senior Notes Offering due to market conditions.

As a result, on December 9, 2021, the Issuers delivered a notice to the trustee for the Notes informing the trustee that all of the conditions precedent to the consummation of the redemption of the Notes set forth in the Conditional Redemption Notice have not been, and will not be, satisfied by December 13, 2021, and thus the Conditional Redemption Notice has been rescinded and is of no further force and effect for any purpose.

This report does not constitute a notice of redemption under the indenture governing the Notes, nor an offer to tender for, or purchase, any Notes or any other security.

All of the information furnished in Item 7.01 of this report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, unless expressly incorporated by reference therein.

Cautionary Notice Regarding Forward-Looking Statements

Statements in this report which are not purely historical facts or which depend upon future events may be 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. Forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such as “believes,” “projects,” “expects,” “can,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “will,” “would,” “anticipates,” “potential,” “confident,” “optimistic,” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, guidance, expectations and future plans, including but not limited to, statements regarding the proposed senior notes offering and redemption. Forward-looking statements can also be identified by the fact that these statements do not relate strictly to historical or current matters.

Readers are cautioned not to place undue reliance on forward-looking statements as such statements speak only as of the date they were made. Any forward-looking statements 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, including, but not limited to, the risks and uncertainties related to COVID-19 and those described in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. Consequently, all forward-looking statements in this release are qualified by the factors, risks and uncertainties contained therein. We assume no obligation to publicly update or revise any forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.