Savers Value Village secondary sale and buyback detailed

Savers Value Village, Inc. entered into an underwriting agreement with Ares-affiliated selling stockholders and a bank syndicate for a secondary public offering of 23,000,000 shares of common stock at $10.25 per share.

Rhea-AI Filing Summary

Savers Value Village, Inc. entered into an underwriting agreement with Ares-affiliated selling stockholders and a bank syndicate for a secondary public offering of 23,000,000 shares of common stock at $10.25 per share. All shares were sold by the selling stockholders, so the company received no proceeds from the offering. As part of the transaction, the company completed a concurrent repurchase of 1,021,580 shares from the underwriters, using existing cash on hand, at the same price paid by the underwriters to the selling stockholders and outside its existing share repurchase program. The offering, including the underwriters’ option exercise for 3,000,000 shares, was conducted under an effective shelf registration statement on Form S-3.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Secondary shares sold: 23,000,000 shares Offering price: $10.25 per share Concurrent share repurchase: 1,021,580 shares +3 more

6 metrics

Secondary shares sold 23,000,000 shares Shares of common stock sold by selling stockholders in the secondary offering

Offering price $10.25 per share Price to the public in the secondary offering

Concurrent share repurchase 1,021,580 shares Shares repurchased by the company from underwriters using existing cash

Underwriters’ option shares 3,000,000 shares Portion of offering from the underwriters’ exercised option

Shelf effectiveness date May 14, 2025 Date Form S-3 shelf registration statement was declared effective

Par value per share $0.000001 Par value of the company’s common stock

Key Terms

secondary offering, shelf registration statement, prospectus supplement, underwriters’ exercise in full of an option, +2 more

6 terms

secondary offering financial

"announced the closing of the previously announced secondary offering (the “Offering”)"

A secondary offering is when a company sells new shares of its stock to the public after its initial sale. This allows existing shareholders or the company itself to raise additional money. For investors, it can impact the stock’s price by increasing the total number of shares available, which may influence the stock’s value and how the market perceives the company’s financial health.

shelf registration statement regulatory

"The Offering was made pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"a prospectus supplement, dated August 11, 2026 and filed with the SEC"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

underwriters’ exercise in full of an option financial

"which includes 3,000,000 shares sold pursuant to the underwriters’ exercise in full of an option"

concurrent share repurchase financial

"The Company purchased from the underwriters 1,021,580 shares of common stock as part of the Offering"

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.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Savers Value Village (SVV) announce regarding its latest stock offering?

Savers Value Village announced the closing of a secondary offering of 23,000,000 shares of common stock, sold by Ares-affiliated selling stockholders at $10.25 per share, under an effective shelf registration statement.

Did Savers Value Village (SVV) receive any proceeds from the 23,000,000-share offering?

No, Savers Value Village did not receive any proceeds from the 23,000,000-share secondary offering; all proceeds went to the selling stockholders, who were Ares Private Equity and Opportunistic Credit funds and accounts.

What is the size of Savers Value Village’s concurrent share repurchase in this transaction?

As part of the transaction, Savers Value Village completed a concurrent repurchase of 1,021,580 shares of common stock from the underwriters, funded with existing cash on hand and outside its existing share repurchase program.

At what price was the Savers Value Village (SVV) secondary offering priced?

The secondary offering of Savers Value Village common stock was priced at $10.25 per share to the public, with the company’s concurrent repurchase executed at the same price paid by the underwriters to the selling stockholders.

How many shares in the Savers Value Village (SVV) offering were from the underwriters’ option?

Out of the 23,000,000 shares in the secondary offering, 3,000,000 shares were sold pursuant to the underwriters’ exercise in full of their option, all offered by the Ares-affiliated selling stockholders.

How was the Savers Value Village (SVV) offering registered with the SEC?

The offering was conducted under a shelf registration statement on Form S-3, declared effective on May 14, 2025, using a base prospectus and a prospectus supplement specific to this secondary offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 13, 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 8.01 Other Events.

On August 11, 2026, Savers Value Village, Inc. (the “Company”) and certain Ares Private Equity and Opportunistic Credit funds and accounts (the “Selling Stockholders”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Jefferies LLC and UBS Securities LLC, as representatives of the several underwriters named in Schedule 1 thereto (collectively, the “Underwriters”), for the sale of 23,000,000 shares of common stock, par value $0.000001, of the Company (the “Common Stock”), at a price to the public of $10.25 per share (the “Offering”). The Offering was completed on August 13, 2026. The Company did not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders in the Offering.

Also pursuant to the Underwriting Agreement, the Company purchased from the Underwriters 1,021,580 shares of Common Stock sold by the Selling Stockholders in the Offering, at a purchase price equal to the price at which the Underwriters purchased the shares of Common Stock from the Selling Stockholders (the “Concurrent Share Repurchase”). The Company used existing cash on hand to fund the Concurrent Share Repurchase.

The Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-287208) filed with the Securities and Exchange Commission (the “SEC”) and which became effective on May 14, 2025 (the “Registration Statement”), a prospectus, dated May 13, 2025 included as part of the Registration Statement and a prospectus supplement, dated August 11, 2026 and filed with the SEC on August 13, 2026. The foregoing description of the terms in the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of August 11, 2026, by and among the Company, certain stockholders named therein and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Jefferies LLC and UBS Securities LLC, as representatives of the several underwriters named in Schedule 1 thereto.
99.1		Press Release, dated August 13, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 this 13th day of August, 2026.

SAVERS VALUE VILLAGE, INC.
BY:		/s/ Michael Maher Michael Maher Chief Financial Officer

Exhibit 99.1

Savers Value Village, Inc. Announces Closing of Upsized Secondary Public Offering of Common Stock

and Concurrent Share Repurchase

BELLEVUE, Wash. – August 13, 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 closing of the previously announced secondary offering (the “Offering”) of 23,000,000 shares of its common stock, par value $0.000001, of the Company (the “Common Stock”), which includes 3,000,000 shares sold pursuant to the underwriters’ exercise in full of an option, offered by certain Ares Private Equity and Opportunistic Credit funds and accounts (the “Selling Stockholders”).

The Company purchased from the underwriters 1,021,580 shares of common stock as part of the Offering at a price per share equal to the price per share paid by the underwriters to the Selling Stockholders (the “Concurrent Share Repurchase”). The Company funded the Concurrent Share Repurchase from its existing cash on hand and it was not part of its existing share repurchase program. The underwriters did not receive any compensation for the shares being repurchased by the Company.

The Company did not receive any proceeds from the sale of the shares by the Selling Stockholders.

J.P. Morgan, Goldman Sachs & Co. LLC, Jefferies and UBS Investment Bank are acting as the joint lead book-running managers and as representatives of the underwriters for the Offering. Wells Fargo Securities, Baird, William Blair, BTIG and Piper Sandler are also acting as book-running managers. KKR Capital Markets LLC and Loop Capital Markets are acting as co-managers for the Offering.

The Offering was made by means of a base prospectus and prospectus supplement (together, the “Prospectus”). A copy of the Prospectus relating to this Offering 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 this Offering was declared effective by the Securities and Exchange Commission on May 14, 2025. A 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.

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.

1

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

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Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 11.7 KB

Other Documents

• EX-1.1 EX-1.1 259.2 KB
• 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