Savers Value Village insider: Option exercise and 10b5-1 sale detailed

Rhea-AI Filing Summary

Insider transactions by Savers Value Village, Inc. CEO Mark T. Walsh show that on 09/05/2025 he exercised previously granted options at an exercise price of $1.41 to acquire 5,650 shares and immediately sold 5,650 shares pursuant to a 10b5-1 plan at a weighted-average price of $13.00 (execution range $13.00–$13.03). Following these transactions, the reporting person’s direct beneficial ownership of common stock is reported as 0 shares. The form also discloses the reporting person holds options covering 2,108,806 underlying shares with a $1.41 exercise price; these options include approximately 37% time-based and 63% performance-based awards, with certain performance tranches tied to stock-price criteria.

Positive

• Sale executed under a 10b5-1 plan, indicating a pre-established trading arrangement for transparency and compliance
• Options previously granted have fully vested (October 7, 2019 grant fully vested by October 7, 2024), enabling orderly exercise
• Detailed disclosure of option composition (approx. 37% time-based, 63% performance-based) clarifies incentive structure

Negative

• Direct beneficial ownership reduced to 0 shares after the reported sale, which may concern some investors regarding insider holding levels
• Large potential dilution remains through options covering 2,108,806 underlying shares, subject to performance vesting

Insights

Financial Analyst

TL;DR: CEO exercised vested options and sold the acquired shares under a pre-established 10b5-1 plan, retaining a large options position tied to performance.

The transaction structure—exercise of options at $1.41 followed by an immediate sale under a 10b5-1 plan at a weighted-average price of $13.00—indicates liquidity-taking from option gains rather than an open-market, ad-hoc sale. The report shows 0 shares beneficially owned directly after the sale, while the executive continues to hold options on 2,108,806 underlying shares. The mix of ~37% time-based and ~63% performance-based options means future dilution and insider exposure remain contingent on performance criteria.

Corporate Governance Expert

TL;DR: Use of a 10b5-1 plan and disclosure of option composition reflects procedural compliance and material insider holdings.

The filing discloses that the sale was executed pursuant to a 10b5-1 trading plan adopted May 19, 2025, which provides an affirmative defense against allegations of trading on material nonpublic information when properly adopted. The reporting highlights the vesting schedule history for the October 7, 2019 grant and specifies the performance-vesting component tied to IPO and stock-price metrics; this is useful for assessing alignment of executive incentives with shareholder outcomes.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Walsh Mark T.

(Last) (First) (Middle)

C/O SAVERS VALUE VILLAGE, INC.

11400 SE 6TH, SUITE 125

(Street)

BELLEVUE WA 98004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Savers Value Village, Inc. [ SVV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Director

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/05/2025		M		5,650	A	$1.41	5,650	D
Common Stock	09/05/2025		S(1)		5,650	D	$13(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Purchase)(3)	$1.41	09/05/2025		M			5,650	(4)	10/07/2029	Common Stock	5,650	$1.41	2,108,806(5)	D

Explanation of Responses:

1. The sale was made pursuant to a 10b5-1 Plan adopted by the reporting person on May 19, 2025.

2. This price represents the weighted average price per share of common stock of Savers Value Village, Inc. These Shares were executed at a range of prices from $13.00 to $13.03. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

3. Options previously granted under the Registrant's 2019 Management Incentive Plan. Each option represents the right to receive upon exercise one share of the Registrant's common stock subject to the applicable vesting and settlement conditions.

4. The October 7, 2019 stock option grant vested in substantially equal annual installments over five years starting October 7, 2020, and was fully vested on October 7, 2024.

5. Approximately 37% represents time-based options which vested in substantially equal annual installments over five years starting October 7, 2020 and approximately 63% represents performance-based options, of which 25% vested upon the initial public offering and the remainder will be eligible for vesting upon satisfaction of certain performance criteria including stock price performance.

Remarks:

	/s/ Richard Medway, attorney in fact	09/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did SVV CEO Mark T. Walsh report on the Form 4?

He exercised options to acquire 5,650 shares at $1.41 and sold 5,650 shares pursuant to a 10b5-1 plan at a weighted-average price of $13.00 (range $13.00–$13.03).

What is the reporting person’s direct beneficial ownership after these transactions?

Reported direct beneficial ownership is 0 shares following the exercise and sale reported on the Form 4.

How many shares are covered by the reporting person’s options?

Options cover 2,108,806 underlying shares with an exercise price of $1.41 per share.

What portion of the options are time-based versus performance-based?

Approximately 37% are time-based and approximately 63% are performance-based, with 25% of the performance portion vesting upon the IPO and the remainder vesting on stock-price performance criteria.

Was the sale executed under a pre-established trading plan?

Yes, the sale was made pursuant to a 10b5-1 plan adopted by the reporting person on May 19, 2025.