Savers Value Village (SVV) holders launch 15M-share secondary sale and $10M buyback

Rhea-AI Filing Summary

Savers Value Village, Inc. reported that certain Ares Private Equity and Opportunistic Credit funds and accounts have commenced a secondary public offering of 15,000,000 shares of the company’s common stock. The selling stockholders also plan to grant underwriters a 30-day option for up to 2,250,000 additional shares at the public offering price, less underwriting discounts.

All shares in the transaction are being sold by the selling stockholders, who will receive all net proceeds; the company is not selling any shares and will not receive offering proceeds. Separately, the company has authorized a $10 million Concurrent Share Repurchase, to buy shares from the underwriters at the same per-share price they pay the selling stockholders. This repurchase will be funded from existing cash on hand and is separate from the company’s existing share repurchase program. Underwriters will not receive compensation on the repurchased shares.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Secondary shares offered: 15,000,000 shares Underwriters’ option: 2,250,000 shares Concurrent Share Repurchase: $10 million +1 more

4 metrics

Secondary shares offered 15,000,000 shares Common stock offered by Ares-affiliated selling stockholders

Underwriters’ option 2,250,000 shares 30-day option to purchase additional shares at the public offering price

Concurrent Share Repurchase $10 million Authorized repurchase amount funded from existing cash on hand

Form S-3 effectiveness date May 14, 2025 Registration statement on Form S-3 declared effective by the Commission

Key Terms

secondary public offering, Concurrent Share Repurchase, preliminary prospectus supplement, registration statement on Form S-3

4 terms

secondary public offering financial

"announced the commencement of a proposed secondary public offering"

A secondary public offering is when a company sells additional shares to the public after its initial sale, often to raise more money or allow early investors to cash out. For investors, it can impact the stock's price by increasing the number of shares available, potentially making the stock more or less valuable depending on demand.

Concurrent Share Repurchase financial

"at a price per share to be paid in the Concurrent Share Repurchase"

A concurrent share repurchase is when a company buys back its own shares at the same time it conducts another equity-related transaction, such as a new stock issuance or a selling shareholder offering. It matters to investors because the simultaneous buyback can offset dilution, change the number of shares outstanding and ownership percentages, and influence per-share metrics like earnings per share, much like swapping items in and out of a basket to keep the overall quantity or composition steady.

preliminary prospectus supplement regulatory

"A preliminary prospectus supplement relating to the Offering has also been filed"

A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.

registration statement on Form S-3 regulatory

"A registration statement on Form S-3 relating to these securities was declared effective"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Offering Details

secondary

Offering

Offering Type secondary

Use of Proceeds Selling stockholders receive all offering proceeds; the company will use $10 million of existing cash to repurchase shares concurrently.

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Available on EDGAR 08/11/2026 - 04:50 PM Accepted by SEC EDGAR 08/11/2026 - 04:49 PM Learn about SEC filing dates

FAQ

What secondary offering did Savers Value Village (SVV) announce on August 11, 2026?

Savers Value Village announced a secondary public offering of 15,000,000 shares of common stock. All shares are being sold by Ares-related selling stockholders, not by the company itself, under an effective Form S-3 shelf registration.

Is Savers Value Village (SVV) issuing new shares in this secondary offering?

No. Savers Value Village is not issuing or selling any new shares in this transaction. All 15,000,000 shares, plus any additional option shares, are being sold solely by the Ares-related selling stockholders.

What is the size of the underwriters’ option in the Savers Value Village (SVV) offering?

The selling stockholders intend to grant underwriters a 30-day option to purchase up to 2,250,000 additional shares of common stock. These option shares would be sold at the public offering price, less the underwriting discount.

What is the Concurrent Share Repurchase by Savers Value Village (SVV)?

The company authorized a $10 million Concurrent Share Repurchase of shares from the underwriters. The repurchase will occur with the offering’s closing, use existing cash on hand, and is separate from Savers Value Village’s existing share repurchase program.

Will Savers Value Village (SVV) receive any proceeds from this secondary offering?

Savers Value Village will not receive any proceeds from the share sales. The selling stockholders receive all net proceeds, while the company uses its own cash to fund the $10 million Concurrent Share Repurchase.

Who are the underwriters for the Savers Value Village (SVV) secondary offering?

J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Jefferies LLC and UBS Securities LLC are acting as joint book-running managers and underwriters for the secondary offering of Savers Value Village common stock.

false 0001883313 0001883313 2026-08-11 2026-08-11

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): August 11, 2026

Savers Value Village, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		001-41733		83-4165683
(State of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

11400 S.E. 6th Street, Suite 125

Bellevue, WA 98004

(Address of principal executive offices)

(425) 462-1515

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.000001 per share		SVV		New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 7.01 Regulation FD Disclosure.

On August 11, 2026, Savers Value Village, Inc. (the “Company”) issued a press release announcing the commencement of a secondary public offering (the “Offering”) of 15,000,000 shares of its common stock, par value $0.000001 per share (the “Common Stock”), offered by certain Ares Private Equity and Opportunistic Credit funds and accounts (the “Selling Stockholders”), as well as a proposed repurchase by the Company of up to $10.0 million of the shares of Common Stock that are the subject of the offering at a price per share equal to the price per share at which the underwriters will purchase such shares from the Selling Stockholders in the Offering (the “Concurrent Share Repurchase”). The Concurrent Share Repurchase is expected to occur simultaneously with the closing of the Offering. The underwriters will not receive any compensation for the shares being repurchased by the Company in connection with the Concurrent Share Repurchase. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated August 11, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

Date: August 11, 2026				SAVERS VALUE VILLAGE, INC.
				By:		/s/ Michael Maher
						Michael Maher
						Chief Financial Officer

Exhibit 99.1

Savers Value Village, Inc. Announces Launch of Secondary Public Offering of Common Stock and Concurrent Share Repurchase

BELLEVUE, Wash. – August 11, 2026 – Savers Value Village, Inc. (the “Company”) (NYSE: SVV), the largest for-profit thrift operator in the United States (“U.S.”) and Canada for value priced pre-owned clothing, accessories and household goods, today announced the commencement of a proposed secondary public offering (the “Offering”) of 15,000,000 shares of its common stock offered by certain Ares Private Equity and Opportunistic Credit funds and accounts (the “Selling Stockholders”). As part of the Offering, the Selling Stockholders also intend to grant the underwriters a 30-day option to purchase up to an additional 2,250,000 shares of common stock at the public offering price, less the underwriting discount.

In addition, the Company has authorized the concurrent purchase from the underwriters of $10 million of the shares of common stock as part of the Offering, at a price per share equal to the price per share to be paid by the underwriters to the Selling Stockholders (the “Concurrent Share Repurchase”). The Company intends to fund the Concurrent Share Repurchase from its existing cash on hand and it is not part of its existing share repurchase program. The underwriters will not receive any compensation for the shares being repurchased by the Company.

The Selling Stockholders are offering all of the shares of common stock being sold in this Offering, including any shares that may be sold in connection with the exercise of the underwriters’ option to purchase additional shares, and will receive all of the net proceeds from the sales of shares of common stock being sold in this Offering. The Company is not selling any shares of its common stock in this Offering and will not receive any proceeds from the sale of the shares by the Selling Stockholders.

J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Jefferies LLC and UBS Securities LLC are acting as the joint book-running managers and underwriters for the Offering.

The proposed Offering will be made only by means of a prospectus. A copy of the preliminary prospectus relating to this Offering, when available, may be obtained by contacting J.P. Morgan Securities LLC, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or Email: prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, Telephone: (866) 471-2526, Facsimile: 212-902-9316, or Email: Prospectus-ny@ny.email.gs.com; Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; and UBS Securities LLC, by mail at Attention: Prospectus Department, 11 Madison Avenue, New York, New York 10010, or by email at ol-prospectus-request@ubs.com.

A registration statement on Form S-3 relating to these securities was declared effective by the Securities and Exchange Commission (the “Commission”) on May 14, 2025. A preliminary prospectus supplement relating to the Offering has also been filed with the Commission. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

About the Savers^® Value Village^® family of thrift stores

As the largest for-profit thrift operator in the U.S. and Canada for value priced pre-owned clothing, accessories and household goods, our mission is to champion reuse and inspire a future where secondhand is second nature.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” or the negative of these terms or other comparable terminology. In particular, statements about future events and similar references to future periods, or by the inclusion of forecasts or projections, the outlook for the Company’s future business, prospects, financial performance, including its fiscal 2026 and/or longer term outlook or financial guidance, and industry outlook are forward-looking statements. Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, the Company’s actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the impact on both the supply and demand for the Company’s products caused by general economic conditions, such as the macroeconomic pressures in Canada and/or the U.S., and changes in consumer confidence and spending; the Company’s ability to anticipate consumer demand and to source and process a sufficient quantity of quality secondhand items at attractive prices on a recurring basis; risks related to attracting new, and retaining existing customers, including by increasing acceptance of secondhand items among new and growing customer demographics; risks associated with its status as a “brick and mortar” only retailer and its lack of operations in the growing online retail marketplace; its failure to open new profitable stores, or successfully enter new markets on a timely basis or at all; the risks associated with conducting business internationally, including challenges related to serving customers that are international manufacturers and suppliers, such as transportation and shipping challenges, regulatory risks in foreign jurisdictions (particularly in Canada, where the Company maintains extensive operations) and exchange rate risks, which the Company may not choose to fully hedge; the loss of, or disruption or interruption in the operations of, its centralized processing centers and other offsite processing locations; risks associated with litigation, the expense of defense, and the potential for adverse outcomes; its failure to properly hire and to retain key personnel and other qualified personnel or to manage labor costs; risks associated with the timely and effective deployment, protection, and defense of computer networks and other electronic systems, including e-mail; changes in government regulations, procedures and requirements; its ability to maintain an effective system of internal controls and produce timely and accurate financial statements or comply with applicable regulations; risks associated with heightened geopolitical instability due to the conflicts in Venezuela, the Middle East and Eastern Europe; outbreak of viruses or widespread illness, such as the COVID-19 pandemic, natural disasters or other highly disruptive events and regulatory responses thereto; and each of the other factors set forth under the heading “Risk Factors” in its filings with the United States Securities and Exchange Commission. Any forward-looking statement made by us in this press release speaks only as of the date on which it is made. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The Company is not under any obligation (and specifically disclaims any such obligation) to update or alter these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts

Media

Edelman Smithfield | 713.299.4115 | Savers@edelman.com

Savers | 206.228.2261 | sgaugl@savers.com

Investors

Ed Yruma

eyruma@Savers.com

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 11.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB