Savers Value Village, Inc 10-Q for FY2026 Q3
Savers Value Village, Inc. (SVV)
10-Q
2026-11-05
For: 2026-10-03
View Original
Added on
November 05, 2026
About this 10-Q
Savers Value Village, Inc filed this 10-Q on November 5, 2026, covering the quarter ended October 3, 2026 (FY2026 Q3).
Headline figures
Quarter ended October 3, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $463.08M
- up 8.5% from $426.94M a year earlier
- Net income
- $23.4M
- compared with a net loss of $14M a year earlier
- Diluted EPS
- $0.15
- compared with -$0.09 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 10-Q
____________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended October 3, 2026
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 number 001-41733
____________________________
(Exact name of registrant as specified in its charter)
____________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
____________________________
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 x No o
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 x No o
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
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filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | o | x | |||||||||
Non-accelerated filer | o | 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The registrant had outstanding 153,616,403 shares of common stock as of November 2, 2026.
Table of Contents
| Page | ||||||||
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Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that are made in reliance on the safe harbor protections provided thereunder. 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 the markets in which we operate, including competition, growth and trends in our markets and industry; our strategies, outcomes and prospects; our expectations, beliefs, plans, objectives, assumptions; and future events or performance made in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements.
Forward-looking statements are based on our current expectations and assumptions regarding our 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. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to:
•the impact on both the supply and demand for our 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;
•our 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 our status as a “brick-and-mortar” only retailer and our lack of operations in the growing online retail marketplace;
•our failure to open new profitable stores or successfully enter new markets on a timely basis or at all;
•risks associated with doing business with international manufacturers and suppliers, including, but not limited to, transportation and shipping challenges, regulatory risks in foreign jurisdictions (particularly in Canada, where we maintain extensive operations) and exchange rate risks, which we may not choose to fully hedge;
•the loss of, or disruption or interruption in the operations of, our centralized processing centers and other offsite processing locations;
•risks associated with litigation, the expense of defense, and the potential for adverse outcomes;
•our 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 our computer networks and other electronic systems, including e-mail;
•changes in government regulations, procedures and requirements;
•our 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;
•the 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 the Company’s 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2026.
These risks are not exhaustive. Other sections of this Quarterly Report on Form 10-Q include additional factors that could adversely affect our business and financial performance.
Any forward-looking statement made by us in this Quarterly Report on Form 10-Q speaks only as of the date on which it is made, and while we believe that information forms a reasonable basis for such statements, that information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Moreover, factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We are not under any obligation (and we specifically disclaim 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.
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Part I - Financial Information
Item 1. Condensed Consolidated Financial Statements (Unaudited)
SAVERS VALUE VILLAGE, INC.
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(All amounts in thousands, except per share amounts, unaudited)
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||
| October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of merchandise sold, exclusive of depreciation and amortization | |||||||||||||||||||||||
| Salaries, wages and benefits | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Other expense (income): | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Loss (gain) on foreign currency, net | ( | ||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Other expense (income), net | ( | ||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||
| Income (loss) before income taxes | ( | ||||||||||||||||||||||
| Income tax expense (benefit) | ( | ||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ( | ||||||||||||||||||||
| Cash flow hedges | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Net income (loss) per share, basic | $ | $ | ( | $ | $ | ||||||||||||||||||
| Net income (loss) per share, diluted | $ | $ | ( | $ | $ | ||||||||||||||||||
| Basic weighted average shares outstanding | |||||||||||||||||||||||
| Diluted weighted average shares outstanding | |||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
4
SAVERS VALUE VILLAGE, INC.
Condensed Consolidated Balance Sheets
(All amounts in thousands, except per share amounts, unaudited)
| October 3, 2026 | January 3, 2026 | ||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Trade receivables, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Right-of-use lease assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Accrued payroll and related taxes | |||||||||||
| Lease liabilities – current | |||||||||||
| Current portion of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Lease liabilities – non-current | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (see Note 10) | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
5
SAVERS VALUE VILLAGE, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(All amounts in thousands, unaudited)
| Thirteen Weeks Ended | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance at July 4, 2026 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock issued under stock incentive plans, net | — | — | — | ||||||||||||||||||||||||||||||||
| Repurchase of common stock, including excise tax | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Comprehensive income | — | — | — | ||||||||||||||||||||||||||||||||
| Balance at October 3, 2026 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Balance at June 28, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock issued under stock incentive plans, net | — | — | — | ||||||||||||||||||||||||||||||||
| Repurchase of common stock, including excise tax | — | — | — | — | |||||||||||||||||||||||||||||||
| Comprehensive loss | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance at September 27, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
6
SAVERS VALUE VILLAGE, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(All amounts in thousands, unaudited)
| Thirty-Nine Weeks Ended | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance at January 3, 2026 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock issued under stock incentive plans, net | — | — | — | ||||||||||||||||||||||||||||||||
| Repurchase of common stock, including excise tax | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Comprehensive income | — | — | — | ||||||||||||||||||||||||||||||||
| Balance at October 3, 2026 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Balance at December 28, 2024 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock issued under stock incentive plans, net | — | — | — | ||||||||||||||||||||||||||||||||
| Repurchase of common stock, including excise tax | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Comprehensive income (loss) | — | — | — | ( | ( | ||||||||||||||||||||||||||||||
| Balance at September 27, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
7
SAVERS VALUE VILLAGE, INC.
Condensed Consolidated Statements of Cash Flows
(All amounts in thousands, unaudited)
| Thirty-Nine Weeks Ended | |||||||||||
| October 3, 2026 | September 27, 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Stock-based compensation expense | |||||||||||
| Amortization of debt issuance costs and debt discount | |||||||||||
| Depreciation and amortization | |||||||||||
| Operating lease expense | |||||||||||
| Deferred income taxes, net | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Other items | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Trade receivables | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Accounts payable and accrued liabilities | ( | ||||||||||
| Accrued payroll and related taxes | |||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Other liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Settlement of derivative instruments | |||||||||||
| Purchases of marketable securities | ( | ( | |||||||||
| Proceeds from sale of marketable securities | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of long-term debt | |||||||||||
| Principal payments on long-term debt | ( | ( | |||||||||
| Payment of debt issuance costs | ( | ( | |||||||||
| Prepayment premium on extinguishment of debt | ( | ||||||||||
| Proceeds from stock option exercises | |||||||||||
| Repurchase of common stock, including excise tax | ( | ( | |||||||||
| Shares withheld for taxes | ( | ( | |||||||||
| Principal payments on finance lease liabilities | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net change in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Interest paid on debt | $ | $ | |||||||||
| Supplemental disclosure of noncash investing and financing activities: | |||||||||||
| Noncash capital expenditures | $ | $ | |||||||||
| Debt issuance costs not yet paid | $ | $ | |||||||||
| Option exercises not yet received | $ | $ | |||||||||
| Repurchase of common stock and excise tax not yet paid | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
8
SAVERS VALUE VILLAGE, INC.
Notes to Interim Condensed Consolidated Financial Statements (unaudited)
Note 1. Description of Business and Basis of Presentation
Description of business
Savers Value Village, Inc., a Washington State-based company, together with its wholly owned subsidiaries (the “Company”, “we”, “us” or “our”), sells secondhand merchandise primarily in retail stores located in the United States (“U.S.”), Canada and Australia. Items that are unsuited for or unsold at retail stores are marketed to wholesale customers.
Basis of presentation
The accompanying interim condensed consolidated financial statements as of October 3, 2026 and for the thirteen and thirty-nine weeks ended October 3, 2026 and September 27, 2025, have not been audited but, in the opinion of management, contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial statements. The Condensed Consolidated Balance Sheet at January 3, 2026, has been derived from the audited financial statements at that date but does not include all of the disclosures required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the fiscal year ended January 3, 2026, and related notes included in the 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2026. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year, which ends on the Saturday nearest to December 31.
All dollar and share amounts in the notes to these unaudited interim condensed consolidated financial statements, with the exception of per share amounts, are rounded to the nearest thousand unless otherwise indicated.
Secondary offerings
Ares Management Corporation and its affiliated funds, investment vehicles and accounts (collectively, "Ares") are the Company's controlling stockholders.
On August 11, 2026, certain Ares Private Equity and Opportunistic Credit funds and accounts (collectively, the “2026 Selling Stockholders”), sold 23.0 million shares of the Company’s common stock, including 3.0 million shares pursuant to the exercise of the underwriters’ over-allotment option (the “2026 Offering”). Concurrently, the Company purchased from the underwriters approximately 1.0 million shares of its common stock at a total cost of approximately $10.0 million, excluding excise tax (the “2026 Concurrent Share Repurchase”). The Company incurred $1.1
On May 16, 2025, certain funds, investment vehicles or accounts managed or advised by Ares Management LLC or its affiliates and Mark Walsh, the Company’s chief executive officer (collectively, the “2025 Selling Stockholders”), sold 17.3 million shares of the Company’s common stock, including 2.3 million shares pursuant to the exercise of the underwriters’ over-allotment option (the “2025 Offering”). Concurrently, the Company purchased from the underwriters approximately 2.3 million shares of its common stock at a total cost of approximately $20.0 million, excluding excise tax (the “2025 Concurrent Share Repurchase” and, together with the 2026 Concurrent Share Repurchase, the “Concurrent Share Repurchases”). The Company incurred $1.2 million in costs associated with the 2025 Offering, which were recorded within selling, general and administrative in the unaudited interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the thirty-nine weeks ended September 27, 2025.
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The costs of the 2026 Offering and 2025 Offering were borne by the Company pursuant to the Registration Rights Agreement with Ares, under which the Company pays certain expenses of the holders party to that agreement relating to the registration of their shares.The Company did not receive any proceeds from the sale of shares in either offering. In each Concurrent Share Repurchase, the price per share paid by the Company was equal to the price per share paid by the underwriters to the selling stockholders, and the underwriters did not receive any compensation for the shares repurchased by the Company.
Note 2. Summary of Significant Accounting Policies
There have been no material changes to the Company’s significant accounting policies as described in the Company’s consolidated financial statements as of and for the fiscal year ended January 3, 2026.
Use of estimates
The preparation of these unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. These estimates are based on available information and on various other assumptions that are believed to be reasonable under the circumstances. Certain items subject to such estimates and assumptions include, but are not limited to, the valuation of insurance reserves, impairment assessments associated with our goodwill and indefinite-lived intangible assets, and income taxes. Actual results could vary from those estimates under different assumptions or conditions.
Revenue recognition
The following table disaggregates our revenue by retail and wholesale for the periods presented:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | |||||||||||||||||||
| Retail sales | $ | $ | $ | $ | |||||||||||||||||||
| Wholesale sales | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
Recently issued accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require public entities to disclose, on an annual and interim basis, specific expenses included in each relevant expense caption on the income statement. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. This guidance is expected to impact the Company’s disclosures only with no impact to its results of operations, financial position or cash flows.
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Note 3. Debt
Long-term debt consisted of the following:
| (in thousands) | October 3, 2026 | January 3, 2026 | |||||||||
| 2025 Term Loan Facility | $ | $ | |||||||||
| Less: current portion of long-term debt | |||||||||||
| Less: unamortized debt issuance costs and debt discount | |||||||||||
| Long-term debt, net | $ | $ | |||||||||
On June 2, 2026, the Company entered into an amendment (the “First Amendment”) to its 2025 Senior Secured Credit Facilities. The First Amendment reduces the Applicable Rate on existing borrowings under the 2025 Term Loan Facility from 3.00 % to 2.50 % for Term SOFR Loans and 2.00 % to 1.50 % for Base Rate Loans. The First Amendment also provides for a 0.25 % reduction of the Applicable Rate if the Company achieves certain public corporate family ratings. The First Amendment resulted in a loss on extinguishment of debt of $1.3 million.
On August 10, 2026 and October 1, 2026, the Company repaid $25.0 million and $26.9 million, respectively, in outstanding borrowings under the 2025 Term Loan Facility. These transactions resulted in a loss on extinguishment of debt of $0.8 million reflecting the write-off of a proportional amount of unamortized debt issuance costs and debt discount associated with the repayments. The August 10, 2026 prepayment satisfied all required quarterly principal payments through maturity, eliminating any future mandatory quarterly principal payment requirements. Notwithstanding the elimination of mandatory quarterly principal payments, the Company intends to continue making voluntary quarterly principal payments. Accordingly, the current portion of long-term debt reflects the principal payments the Company expects to make during the next 12 months.
As of October 3, 2026, there were no advances on the 2025 Revolving Credit Facility, there were $0.8 million of letters of credit outstanding and $179.2 million was available to borrow.
Note 4. Fair Value Measurements
The Company utilizes fair value measurements for its financial assets and financial liabilities and fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is based upon a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
•Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
•Level 2 inputs are inputs other than unadjusted quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
•Level 3 inputs are unobservable inputs for the asset or liability.
The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement.
11
Recurring fair value measurements
The following table presents financial assets and financial liabilities that are measured at fair value on a recurring basis at October 3, 2026:
| Fair Value Hierarchy | |||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
| Interest rate swaps | |||||||||||||||||||||||
| Cross currency swaps | |||||||||||||||||||||||
Marketable securities (1) | |||||||||||||||||||||||
| Forward contracts | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Cross currency swaps | $ | $ | $ | $ | |||||||||||||||||||
(1)Represents investments held in a rabbi trust associated with the Company’s deferred compensation plan and are included in prepaid expenses and other current assets and other assets in the unaudited interim Condensed Consolidated Balance Sheets.
The following table presents financial assets and financial liabilities that are measured at fair value on a recurring basis at January 3, 2026:
| Fair Value Hierarchy | |||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
| Interest rate swaps | |||||||||||||||||||||||
| Cross currency swaps | |||||||||||||||||||||||
Marketable securities (1) | |||||||||||||||||||||||
Total | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
Interest rate swaps | $ | $ | $ | $ | |||||||||||||||||||
| Cross currency swaps | |||||||||||||||||||||||
| Forward contracts | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(1)Represents investments held in a rabbi trust associated with the Company’s deferred compensation plan and are included in prepaid expenses and other current assets and other assets in the unaudited interim Condensed Consolidated Balance Sheets.
Money market funds, consisting of short-term deposits with an original maturity of three months or less, are valued based on quoted market prices of identical assets and are classified within Level 1. Marketable securities are deferred compensation investments measured at fair value using unadjusted quoted market prices available from national securities exchanges and are classified within Level 1.
Forward contracts, cross currency swaps and interest rate swaps are fair valued using independent valuation services, and the valuations are based on observable market data. As such, the forward contracts, cross currency swaps and interest rate swaps are classified within Level 2. The Company reviews the independent valuation and obtains an understanding of the methods used in pricing the instruments.
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Non-recurring fair value measurements
The Company’s nonfinancial assets, such as goodwill, intangible assets, property and equipment, and right-of-use (“ROU”) lease assets, are recorded at cost. Fair value adjustments are made to these nonfinancial assets in the period an impairment charge is recognized. During the thirteen and thirty-nine weeks ended October 3, 2026, the Company recognized impairment charges of $0.2 million and $1.9 million, respectively, on ROU lease assets. Impairment charges on property and equipment for the thirteen and thirty-nine weeks ended October 3, 2026 were $0.4 million and $1.6 million, respectively. These charges are recorded in selling, general and administrative in the unaudited interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Fair value of these assets was determined using discounted cash flow models based on significant unobservable inputs, including projected store-level cash flows, discount rates and market rental data. Accordingly, the fair value of these assets are classified as Level 3 within the fair value hierarchy.
Other fair value disclosures
The fair value of borrowings under the Company’s 2025 Senior Secured Credit Facilities approximates their carrying value as the current rates approximate rates on similar debt and were based on rate notices provided by the Administrative Agent (Level 2 inputs) at October 3, 2026 and January 3, 2026.
Note 5. Derivative Financial Instruments
As a result of its operating and financing activities, the Company is exposed to market risks from changes in foreign currency exchange rates and interest rates. These market risks may adversely affect the Company’s operating results, cash flows and financial position. The Company seeks to manage risk from changes in foreign currency exchange rates through the use of forward contracts, cross currency swaps or both, and uses interest rate swaps to manage the risk of changes in interest rates. The Company’s derivative contracts are not collateralized and are entered into with large, reputable financial institutions that are monitored for counterparty risk. We maintain master netting arrangements that allow for the non-conditional offsetting of amounts receivable and payable with counterparties to help manage our risks and record derivative positions on a net basis. Refer to Note 4. Fair Value Measurements for information on the fair value of our derivative financial instruments.
Foreign currency contracts
The Company operates in foreign countries, which exposes it to market risk associated with foreign currency exchange rate fluctuations. The Company uses forward contracts and cross currency swaps to manage its exposure to fluctuations in the U.S. dollar (“USD”) – Canadian dollar (“CAD”) exchange rate. Forward contracts and cross currency swaps lock in the exchange rate for a portion of the estimated cash flows of the Company’s Canadian operations. As of October 3, 2026 and January 3, 2026, the Company’s forward contracts had USD equivalent notional amounts of $101.2 million and $102.4 million, respectively. In September 2025, the Company entered into cross currency swaps with USD notional amounts of $200.0
Interest rate swap contracts
The Company’s market risk is affected by changes in interest rates. The Company’s 2025 Senior Secured Credit Facilities bear interest based on market rates plus an applicable margin. Because the interest rate on the Company’s floating-rate debt is tied to market rates, the Company manages its exposure to interest rate movements by effectively converting a portion of its floating-rate debt to fixed-rate debt using interest rate swaps. Interest rate swaps, as used by the Company, involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreement without exchange of the underlying notional amount. In September 2025, the Company entered into interest rate swaps with USD notional amounts of $567.5 million and $600.0 million as of October 3, 2026 and January 3, 2026, respectively. All interest rate swaps were designated as cash flow hedging instruments.
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The fair values of derivative financial instruments were as follows:
| October 3, 2026 | |||||||||||||||||
| (in thousands) | Balance Sheet Location | Derivatives in an Asset Position | Derivatives in a Liability Position | ||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||
| Forward contracts | Prepaid expenses and other current assets(1) | $ | $ | ||||||||||||||
| Cross currency swaps | Prepaid expenses and other current assets | ||||||||||||||||
| Cross currency swaps | Other liabilities | ( | |||||||||||||||
Total | $ | $ | ( | ||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||
| Interest rate swaps | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Interest rate swaps | Other assets | ||||||||||||||||
Total | $ | $ | |||||||||||||||
Total deferred gain on interest rate swaps(2) | Accumulated other comprehensive income | $ | $ | — | |||||||||||||
(1)Derivatives subject to master netting agreements are presented net in the unaudited interim Condensed Consolidated Balance Sheets.
(2)Presented gross of immaterial income taxes.
| January 3, 2026 | |||||||||||||||||
| (in thousands) | Balance Sheet Location | Derivatives in an Asset Position | Derivatives in a Liability Position | ||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||
| Forward contracts | Accounts payable and accrued liabilities(1) | $ | $ | ( | |||||||||||||
| Cross currency swaps | Prepaid expenses and other current assets | ||||||||||||||||
| Cross currency swaps | Other liabilities | ( | |||||||||||||||
Total | $ | $ | ( | ||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||
| Interest rate swaps | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Interest rate swaps | Accounts payable and accrued liabilities(1) | ||||||||||||||||
| Interest rate swaps | Other liabilities | ( | |||||||||||||||
Total | $ | $ | ( | ||||||||||||||
Total deferred loss on interest rate swaps(2) | Accumulated other comprehensive income | $ | — | $ | ( | ||||||||||||
(1)Derivatives subject to master netting agreements are presented net in the unaudited interim Condensed Consolidated Balance Sheets.
(2)Presented gross of immaterial income taxes.
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The impact of derivative financial instruments on the unaudited interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) was as follows:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | |||||||||||||||||||
| (Gain) loss on forward contracts recognized in loss (gain) on foreign currency, net | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| (Gain) loss on cross currency swaps recognized in loss (gain) on foreign currency, net | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Gain on interest rate swaps recognized in interest expense, net | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The table below presents the effect of cash flow hedge accounting on comprehensive income (loss):
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||
| (in thousands, gross of immaterial income taxes) | October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | |||||||||||||||||||
| Gain (loss) recognized in other comprehensive income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Gain reclassified from accumulated other comprehensive income into net income (loss) | $ | $ | $ | $ | |||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income into net income (loss) are recognized in interest expense, net in the unaudited interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Within the next 12 months, the Company estimates that $5.5 million of gains currently recognized within accumulated other comprehensive income will be reclassified as a decrease in interest expense, net.
Note 6. Segments
The Company’s Chief Executive Officer, who is the chief operating decision maker (“CODM”), assesses segment performance and makes resource allocation decisions based on the geographies in which the Company conducts its retail operations, and separately for its wholesale operations, each of which represents an operating segment. For disclosure purposes, U.S. Retail and Canada Retail were determined to be reportable segments. Neither the Company’s retail operations in Australia nor its wholesale operations meet the quantitative thresholds to be reported separately and since they do not share similar economic characteristics, they have been combined and disclosed within Other profit. We do not separately present assets for our reportable segments because the Company’s CODM is not provided these amounts.
General corporate expenses include unallocated corporate overhead recorded in salaries, wages and benefits, and selling, general and administrative expenses in the unaudited interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
Segment profit may not be comparable to similarly titled measures used by other entities. This measure should not be considered as an alternative to GAAP measures of operating income, net income (loss) or cash flows from operating activities as an indicator of the Company’s performance or as a measure of its liquidity.
Our segment results are presented in the tables below. In each table, “Other profit” is attributable to the Australia Retail and Wholesale operating segments which have been combined.
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| Thirteen Weeks Ended October 3, 2026 | |||||||||||||||||
| (in thousands) | U.S. Retail | Canada Retail | Total | ||||||||||||||
| Segment sales | $ | $ | $ | ||||||||||||||
| Segment expenses: | |||||||||||||||||
| Cost of merchandise sold, exclusive of depreciation and amortization | |||||||||||||||||
| Salaries, wages and benefits | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
| Total segment expenses | |||||||||||||||||
| Segment profit | $ | $ | |||||||||||||||
| Reconciliation of profit | |||||||||||||||||
| Other profit | |||||||||||||||||
| General corporate expenses | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Operating income | |||||||||||||||||
| Interest expense, net | |||||||||||||||||
| Loss on foreign currency, net | |||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||
| Other expense, net | |||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
| Thirteen Weeks Ended September 27, 2025 | |||||||||||||||||
| (in thousands) | U.S. Retail | Canada Retail | Total | ||||||||||||||
| Segment sales | $ | $ | $ | ||||||||||||||
| Segment expenses: | |||||||||||||||||
| Cost of merchandise sold, exclusive of depreciation and amortization | |||||||||||||||||
| Salaries, wages and benefits | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
| Total segment expenses | |||||||||||||||||
| Segment profit | $ | $ | |||||||||||||||
| Reconciliation of profit | |||||||||||||||||
| Other profit | |||||||||||||||||
| General corporate expenses | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Operating income | |||||||||||||||||
| Interest expense, net | |||||||||||||||||
| Loss on foreign currency, net | |||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||
| Other income, net | ( | ||||||||||||||||
| Loss before income taxes | $ | ( | |||||||||||||||
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| Thirty-Nine Weeks Ended October 3, 2026 | |||||||||||||||||
| (in thousands) | U.S. Retail | Canada Retail | Total | ||||||||||||||
| Segment sales | $ | $ | $ | ||||||||||||||
| Cost of merchandise sold, exclusive of depreciation and amortization | |||||||||||||||||
| Salaries, wages and benefits | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
| Total segment expenses | |||||||||||||||||
| Segment profit | $ | $ | |||||||||||||||
| Reconciliation of profit | |||||||||||||||||
| Other profit | |||||||||||||||||
| General corporate expenses | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Operating income | |||||||||||||||||
| Interest expense, net | |||||||||||||||||
| Loss on foreign currency, net | |||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||
| Other expense, net | |||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
| Thirty-Nine Weeks Ended September 27, 2025 | |||||||||||||||||
| (in thousands) | U.S. Retail | Canada Retail | Total | ||||||||||||||
| Segment sales | $ | $ | $ | ||||||||||||||
| Segment expenses: | |||||||||||||||||
| Cost of merchandise sold, exclusive of depreciation and amortization | |||||||||||||||||
| Salaries, wages and benefits | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
| Total segment expenses | |||||||||||||||||
| Segment profit | $ | $ | |||||||||||||||
| Reconciliation of profit | |||||||||||||||||
| Other profit | |||||||||||||||||
| General corporate expenses | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Operating income | |||||||||||||||||
| Interest expense, net | |||||||||||||||||
| Gain on foreign currency, net | ( | ||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||
| Other expense, net | |||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
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Note 7. Net Income (Loss) Per Share
Basic and diluted net income (loss) per share were as follows:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||
| (in thousands, except per share data) | October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | |||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ||||||||||||||||||
| Denominator | |||||||||||||||||||||||
| Basic weighted average shares outstanding | |||||||||||||||||||||||
| Dilutive effect of employee stock options and awards | |||||||||||||||||||||||
Diluted weighted average shares outstanding (1) | |||||||||||||||||||||||
Net income (loss) per share (2) | |||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | ||||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | ||||||||||||||||||
Antidilutive shares (1) | |||||||||||||||||||||||
(1)The calculation of diluted net income (loss) per share excludes the effect of potential shares of common stock as the inclusion of these potential shares would have been antidilutive and/or the shares were contingently issuable and not issuable based on current period results, assuming the end of the reporting period was the end of the contingency period.
(2)Due to the differences between quarterly and year-to-date weighted average share counts and the effect of quarterly rounding to the nearest cent per share, the year-to-date calculation of net income (loss) per share may not equal the sum of the quarters.
Note 8. Share Repurchases
Share Repurchase Programs
Share repurchases made under the Company’s share repurchase programs, excluding commissions and excise tax, were as follows:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||
| (in thousands, except per share data) | October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | |||||||||||||||||||
| Total number of shares repurchased and retired | |||||||||||||||||||||||
| Weighted average price of shares repurchased | n/a | n/a | $ | $ | |||||||||||||||||||
| Total cost | n/a | n/a | $ | $ | |||||||||||||||||||
n/a – not applicable
As of October 3, 2026, the Company had $21.7 million remaining under the 2025 Share Repurchase Program (as defined below).
2023 Share Repurchase Program
In November 2023, the Company’s Board of Directors authorized a share repurchase program of up to $50 million of the Company’s common stock (the “2023 Share Repurchase Program”). The 2023 Share Repurchase Program expired on November 8, 2025.
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2025 Share Repurchase Program
In October 2025, the Company’s Board of Directors authorized a new share repurchase program of up to $50 million of the Company’s common stock (the “2025 Share Repurchase Program”). The 2025 Share Repurchase Program became effective as of November 9, 2025 and expires on November 8, 2027. Under the 2025 Share Repurchase Program, the Company may purchase shares from time to time in compliance with applicable securities laws, that may include Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Exchange Act Rule 10b5-1. The timing and amount of any shares purchased will be based upon a variety of factors, including the share price of the common stock, general market conditions, alternative uses for capital, the Company’s financial performance and other considerations. The 2025 Share Repurchase Program does not obligate the Company to purchase any minimum number of shares, and the program may be suspended, modified or discontinued at any time without prior notice. Any repurchases will be funded by available cash and cash equivalents.
Concurrent Share Repurchases
In connection with the 2026 Offering, the Company purchased from the underwriters approximately 1.0 million shares of its common stock at a price per share of $9.79 and a total cost of approximately $10.0 million, excluding excise tax. The Company funded the 2026 Concurrent Share Repurchase with existing cash on hand, and it was separate from the 2025 Share Repurchase Program.
In connection with the 2025 Offering, the Company purchased from the underwriters approximately 2.3 million shares of its common stock at a price per share of $8.86 and a total cost of approximately $20.0 million, excluding excise tax. The Company funded the 2025 Concurrent Share Repurchase with existing cash on hand and it was separate from the 2023 Share Repurchase Program.
The shares repurchased in each Concurrent Share Repurchase were retired. See Note 1. Description of Business and Basis of Presentation for further details on the 2026 Offering and the 2025 Offering.
Note 9. Income Taxes
The income tax provision for interim periods is generally determined using an estimate of the Company’s annual effective tax rate adjusted for discrete items. Each quarter the estimate of the annual effective tax rate is updated, and if the Company’s estimated tax rate changes, a cumulative adjustment is made.
The effective tax rate for the thirteen and thirty-nine weeks ended October 3, 2026 was 29.5 % and 31.7 %, respectively. The effective tax rate for these periods differed from the federal statutory rate primarily due to limitations on the deductibility of executive compensation under Internal Revenue Code Section 162(m) and losses generated in a foreign jurisdiction for which no tax benefit was recognized as a result of a valuation allowance recorded against deferred tax assets.
The effective tax rate for the thirteen and thirty-nine weeks ended September 27, 2025 was 19.2 % and 94.7 %, respectively. The effective tax rate for these periods was primarily driven by a decrease in income before income taxes, the disproportionate impact of permanent differences including limitations on the deductibility of executive compensation under Internal Revenue Code Section 162(m), a tax shortfall related to stock-based compensation and the recording of a valuation allowance against certain non-domestic deferred tax assets.
The Company continues to monitor legislative developments and guidance related to the Organization for Economic Cooperation and Development global minimum tax rules (commonly referred to as Pillar II) in the jurisdictions we operate. Based on the analysis performed to date, we do not expect the implementation of Pillar II to have a material impact on our financial position, results of operations, or cash flows. We will continue to evaluate the impact of these tax laws in future reporting periods.
As of October 3, 2026, the Company had a $15.4 million balance in prepaid income taxes, which is classified in prepaid expenses and other current assets in the unaudited interim Condensed Consolidated Balance Sheets. The prepaid income tax balance decreased compared to the balance as of January 3, 2026, primarily due to receipt of a U.S. federal income tax refund during the thirty-nine weeks ended October 3, 2026. The Company continues to maintain a prepaid income tax position as of October 3, 2026 as income tax obligations are determined based on taxable income on a projected full-year basis. Given the Company's earnings profile, under which a larger portion of annual taxable income is generally generated in the second half of the fiscal year, tax payments or carryover balances during the first half of the year typically exceed income tax liabilities recognized to date. Accordingly, the prepaid income tax balance is expected to be utilized against income tax obligations arising during the remainder of the fiscal year.
19
Note 10. Commitments and Contingencies
Litigation and regulatory matters
The Company is involved from time to time in claims, proceedings and litigation arising in the ordinary course of business. The Company has made accruals with respect to these matters, where appropriate, which are reflected in the unaudited interim condensed consolidated financial statements. For some matters, the amount of liability is not probable or the amount cannot be reasonably estimated and therefore accruals have not been made. The Company may enter into discussions regarding settlement of these matters and may enter into settlement agreements, if in the best interest of the Company. From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company’s financial position.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of the financial condition and results of operations of Savers Value Village, Inc. in conjunction with the unaudited interim condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q (the “Quarterly Report”) and our audited consolidated financial statements for the 53 weeks ended January 3, 2026 (“fiscal 2025”) and related notes included in our 2025 Annual Report on Form 10-K filed with the SEC on February 20, 2026 (our “Annual Report”).
Unless the context otherwise requires, all references in this section to “Savers Value Village”, “the Company”, “we”, “us” or “our” refer to the business of Savers Value Village, Inc.
This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations and reflect our plans, estimates and beliefs. Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part I, Item 1A “Risk Factors” in our Annual Report or in other parts of this Quarterly Report.
Overview
We are the largest for-profit thrift operator in the United States (“U.S.”) and Canada based on number of stores and operated a total of 384 stores as of October 3, 2026 under the Savers®, Value Village®, Value Village Boutique™, Village des ValeursMD, Unique® and 2nd Ave.® banners. We are committed to redefining secondhand shopping by providing one-of-a-kind, low-priced merchandise ranging from quality clothing to home goods in an exciting treasure-hunt shopping environment. We purchase secondhand textiles (e.g., clothing, bedding and bath items), shoes, accessories, housewares, books and other goods from our non-profit partners (“NPPs”). We then process, select, price, merchandise and sell these items in our stores. Items that are unsuited for or unsold at retail stores are marketed to wholesale customers who reuse or repurpose the items they purchase from us. We believe our hyper-local and socially responsible procurement model, industry-leading and innovative operations, differentiated value proposition and deep relationships with our customers distinguish us from other secondhand and value-based retailers. Our business model is rooted in sustainability and contributing to the communities we serve, with a mission to positively impact our stakeholders: thrifters, NPPs and their donors, our team members and our stockholders. As a leader and pioneer of the for-profit thrift category, we seek to positively impact the environment by reducing waste and extending the life of reusable goods. The vast majority of the clothing and textiles we source is sold to our retail or wholesale customers.
We offer a dynamic, ever-changing selection of items, with an average unit retail price (AUR) of approximately $5 to $6. Our most engaged customers are members of our Super Savers Club® loyalty program. As of January 3, 2026, we had 6.1 million total active members enrolled in our U.S. and Canadian loyalty programs who shopped with us during fiscal 2025 and drove 72.7% of retail sales during the same period.
We have innovated and invested in the development of significant operational expertise in order to integrate the three highly complex parts of thrift operations—supply and processing, retail and sales to wholesale markets. Our business model enables us to provide value to our NPPs and our customers, while driving attractive profitability and cash flow.
Our strategy is to locally source our merchandise by purchasing secondhand items donated to our NPPs, which provides them with revenue to support their community-focused missions. This also aids in creating a broad and diverse selection for our customers, fosters a sense of community, and reduces transportation costs and emissions typically associated with the production and distribution of new merchandise. While purchases made by our customers in our stores do not directly benefit any NPP, we pay a market-competitive contractual rate to purchase donated items.
We source our merchandise primarily through three distinct and strategic procurement models: (i) on-site donations (“OSDs”), (ii) GreenDrop locations and (iii) delivered supply. Increasing the proportion of OSDs and GreenDrop as a percentage of total supply is desirable as donations from these sources are generally of higher quality and collectively have a contractually lower cost than product sourced through other channels, which benefits sales yield, and ultimately, our gross product margin. OSDs and GreenDrop are collectively the largest part of our supply mix, accounting for 82.4% and 80.7% of our total pounds processed for the thirteen weeks ended October 3, 2026 and September 27, 2025, respectively. OSDs and GreenDrop accounted for 81.2% and 77.9% of our total pounds processed for the thirty-nine weeks ended October 3, 2026 and September 27, 2025, respectively.
•OSDs: Donations of items by individuals to our NPPs, made at Community Donation Centers (“CDCs”) located at our stores. We operate as a registered professional fundraiser where required, accepting donations on behalf of our NPPs. Each store is specifically designated as an OSD location for a particular NPP, such that all donations received at the CDC are credited to that NPP.
•GreenDrop® locations: Attended donation stations that collect donations of items made by individuals to our NPPs at well-signed brick-and-mortar or trailer locations conveniently located closer to attractive donor neighborhoods in the same market as a store. On behalf of our NPPs, we solicit, collect and deliver items from our GreenDrop locations to our stores and Centralized Processing Centers (“CPCs”).
•Delivered supply: Delivered supply comprises donations delivered either to our CPCs or directly to our stores. This channel supplements OSDs and GreenDrop collections by addressing remaining assortment and volume needs necessary to offer customers a full and balanced product mix. Donations may be collected by our NPPs through neighborhood collections, donation drives, or similar methods, or we may solicit, collect and deliver items on behalf of our NPPs.
We leverage an analytical platform to measure the sales yield and product margin of each stream of supply in our stores. In general, this tool is either used to periodically confirm the performance of an existing stream of supply or to evaluate the performance of a new source of supply.
Our business model is predicated on sourcing and selling quality secondhand items to our customers in local communities. We are able to meet customer demand given our deep relationships with an extensive network of NPPs that is unmatched in the thrift industry.
The majority of our retail stores have a dedicated space that handles the processing of soft and hard goods that provide the inventory to be sold on our retail sales floors. During the thirteen weeks ended October 3, 2026, we processed 298 million pounds of secondhand goods, compared to 282 million during the thirteen weeks ended September 27, 2025. During the thirty-nine weeks ended October 3, 2026, we processed 846 million pounds of secondhand goods, compared to 823 million during the thirty-nine weeks ended September 27, 2025. We are continuing to implement our offsite processing strategy, which is an important component of our operating model and supports store growth by enabling processing at larger-scale facilities and distribution to multiple stores in a local market. The processing of donations under this strategy can occur at offsite warehouse facilities, stores with surplus processing capacity or at CPCs.
Our store experience directly reflects our mission to make secondhand second nature. We deliver a well-merchandised environment that maximizes customer engagement and supports a core tenet for any thrifter—the treasure hunt. Our stores offer a wide selection of quality items across clothing, home goods, books and other items. Our sales floor inventory is also regularly rotated and refreshed, providing our customers with an extensive, ever-changing selection at tremendous value.
In support of our efforts to extend the life of reusable goods and recover a portion of the cost of acquiring our supply of secondhand items, we sell the majority of textile items that are unsuited for or unsold at retail stores to our wholesale customers (predominantly comprised of textile graders and small business owners) who supply local communities across the globe with gently used, affordable items like clothing, housewares, toys and shoes. Textiles not suitable for reuse as secondhand clothing can be repurposed into other textile items (e.g., wiping rags) and post-consumer fibers (e.g., insulation, carpet padding), further reducing waste.
Financial Highlights
The following highlights our financial results for the thirteen weeks ended October 3, 2026 (the “third quarter”). Comparisons are to the thirteen weeks ended September 27, 2025:
•Total Company net sales increased 8.5% to $463.1 million; constant-currency net sales increased 8.9%; and comparable store sales increased 4.2%.
•For the U.S., net sales increased 12.2% and comparable store sales increased 5.9%.
•For Canada, net sales increased 2.5%; constant-currency net sales increased 4.3%; and comparable store sales increased 1.5%.
•Net income was $23.4 million, or $0.15 per diluted share. Net income margin was 5.1%.
•Adjusted net income was $25.5 million, or $0.16 per diluted share.
21
•Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) was $75.9 million and Adjusted EBITDA margin was 16.4%.
Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin, as well as constant-currency net sales, are not measures recognized under U.S. GAAP. For additional information on our use of non-GAAP financial measures and a reconciliation to the nearest GAAP measure, see “Non-GAAP Financial Measures” below.
Capital Allocation
Consistent with its balanced and disciplined approach to capital allocation, the Company continued to take actions during the third quarter to reinvest in its business, strengthen its balance sheet and return capital to stockholders.
•The Company opened 9 new stores, ending the third quarter with 384 stores, and recorded preopening expenses of $5.1 million.
•The Company repaid $51.9 million of outstanding borrowings under its 2025 Term Loan Facility using cash on hand. The repayment resulted in a loss on extinguishment of debt of $0.8 million.
•In connection with a secondary offering on August 11, 2026, the Company repurchased approximately 1.0 million shares of common stock at a total cost of approximately $10.0 million, excluding excise tax. This repurchase was separate from the Company's share repurchase program authorized in 2025.
•As of the end of the third quarter, the Company had $60.1 million of cash and cash equivalents, $179.2 million available to borrow under its 2025 Revolving Credit Facility and total debt of $674.4 million.
Recent Developments
Geopolitical Environment
Recent events in the Middle East, including the conflict involving Iran, have contributed to volatility in global energy markets. While the Company is not directly impacted by import disruptions due to its hyper-local procurement model, these conditions may increase transportation costs and, during periods of perceived or actual unfavorable economic conditions, lead consumers to reallocate discretionary spending, which may adversely affect demand for the Company’s products and its profitability.
2026 Impact & Sustainability Report
The Company published its 2026 Impact & Sustainability Report covering its 2025 fiscal year. The report highlights continued progress in advancing its sustainability initiatives, including sourcing nearly all its supply locally to support nonprofit partners and communities while helping minimize its environmental footprint; advancing innovation through ThriftIQ; establishing policies supporting responsible artificial intelligence use; and leveraging team member feedback to strengthen the workplace experience.
The report also highlights progress in reducing the Company’s environmental footprint through the conversion of additional GreenDrop® donation locations to alternative energy sources, as well as partnerships promoting circular fashion. Other notable achievements include the completion of the Company’s first Climate-related Risks and Opportunities Assessment, continued reporting of Scope 1, Scope 2 and Scope 3 greenhouse gas (GHG) emissions, independent assurance of Scope 1 and Scope 2 emissions data, and enhancements to governance and reporting practices.
Together, these efforts further the Company’s mission of making secondhand second nature. The report can be found at https://ir.savers.com/esg. The contents of this website and report do not form part of, nor are incorporated by reference into, this Quarterly Report.
22
Key Performance Indicators
We use the key performance indicators below to evaluate the performance of our business, identify trends, formulate financial projections and make strategic decisions. We believe these metrics provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management team.
The following table summarizes certain key performance indicators for the periods indicated:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||
| October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | ||||||||||||||||||||
Comparable Store Sales (1) | |||||||||||||||||||||||
U.S. | 5.9 | % | 7.1 | % | 6.3 | % | 5.8 | % | |||||||||||||||
| Canada | 1.5 | % | 3.9 | % | 0.6 | % | 2.4 | % | |||||||||||||||
Total (2) | 4.2 | % | 5.8 | % | 4.1 | % | 4.4 | % | |||||||||||||||
| Other Metrics | |||||||||||||||||||||||
| Pounds processed (lbs mm) | 298 | 282 | 846 | 823 | |||||||||||||||||||
OSDs and GreenDrop as a % of total pounds processed | 82.4 | % | 80.7 | % | 81.2 | % | 77.9 | % | |||||||||||||||
Sales yield (1) | $ | 1.53 | $ | 1.48 | $ | 1.52 | $ | 1.44 | |||||||||||||||
(1)The 53rd week in fiscal 2025 resulted in a shift such that fiscal 2026 began a week later than fiscal 2025. Accordingly, these key performance indicators are calculated by aligning the sales weeks in fiscal 2026 to the equivalent sales weeks in fiscal 2025.
(2)Total comparable store sales includes our Australia retail locations, in addition to the U.S. and Canada.
Comparable store sales
Comparable store sales is the percentage change in comparable store sales over the comparable period in the prior fiscal year. Comparable store sales is defined as sales by stores that have been in operation for all or a portion of 14 months. Comparable store sales is measured in local currency for Canada, while total comparable store sales is measured on a currency-neutral basis.
Comparable store sales provides us with visibility into top-line performance on a like-for-like basis excluding new stores as defined above and excluding all closed stores as of the end of the current reporting period. We believe investors can use this metric to assess our ability to increase comparable store sales over time.
During the thirteen weeks ended October 3, 2026, comparable store sales increased 4.2%, primarily reflecting higher average basket and, to a lesser extent, transactions. During the thirteen weeks ended September 27, 2025, comparable store sales increased 5.8%, primarily reflecting higher transactions and average basket.
During the thirty-nine weeks ended October 3, 2026, comparable store sales increased 4.1%, primarily reflecting higher average basket and, to a lesser extent, transactions. During the thirty-nine weeks ended September 27, 2025, comparable store sales increased 4.4%, primarily reflecting higher average basket and transactions.
Pounds processed and supply mix
We define pounds processed as the total number of pounds of goods processed during the period, excluding furniture and other large items. This metric is an indicator of the amount of secondhand goods processed during the period and is typically a key driver of top-line sales growth. We process inventory by receiving goods directly from our NPPs or through OSDs and GreenDrop, sorting them and placing them on the sales floor. Increasing the proportion of OSDs and GreenDrop as a percentage of total supply is desirable, as donations from these sources are generally of higher quality and collectively have a contractually lower cost than product sourced through other channels, which benefits sales yield, and ultimately, our gross product margin. We believe investors can use these metrics to assist in their evaluation of our sales growth, sales yield and to an extent, gross product margin.
23
During the thirteen weeks ended October 3, 2026 and September 27, 2025, we processed 298 million and 282 million pounds of supply, respectively, of which 82.4% and 80.7% was comprised of supply from OSDs and GreenDrop, respectively.
During the thirty-nine weeks ended October 3, 2026 and September 27, 2025, we processed 846 million and 823 million pounds of supply, respectively, of which 81.2% and 77.9% was comprised of supply from OSDs and GreenDrop, respectively.
Sales yield
We define sales yield as retail sales generated per pound processed on a currency-neutral and comparable store basis. We believe investors can use this metric as an indicator of the quality of goods we source, because when the quality is high, we are able to sell more items and/or sell items at higher prices from the volume we process than we would otherwise.
Sales yield for the thirteen weeks ended October 3, 2026 was $1.53 compared to $1.48 for the thirteen weeks ended September 27, 2025. The 3.4% increase in sales yield primarily reflects higher average price points.
Sales yield for the thirty-nine weeks ended October 3, 2026 was $1.52 compared to $1.44 for the thirty-nine weeks ended September 27, 2025. The 5.6% increase in sales yield primarily reflects higher average price points and, to a lesser extent, an increase in items sold per pound processed.
Number of stores
Our number of stores provides us visibility into the scale of our operations and is viewed as a key driver of long-term growth. We believe investors can use this metric to assess our ability to open new stores in high-growth markets.
The following table summarizes the Company’s store count activity for the 12 months ended October 3, 2026:
| U.S. | Canada | Australia | Total | ||||||||||||||||||||
| September 27, 2025 | 176 | 170 | 18 | 364 | |||||||||||||||||||
| New stores | 23 | 4 | 1 | 28 | |||||||||||||||||||
| Closures | (6) | (2) | 0 | (8) | |||||||||||||||||||
| October 3, 2026 | 193 | 172 | 19 | 384 | |||||||||||||||||||
24
Results of Operations
The following table sets forth our results of operations for each of the periods presented:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Amount | % of Sales | Amount | % of Sales | Amount | % of Sales | Amount | % of Sales | |||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 463,084 | 100.0 | % | $ | 426,935 | 100.0 | % | $ | 1,314,498 | 100.0 | % | $ | 1,214,288 | 100.0 | % | |||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of merchandise sold, exclusive of depreciation and amortization | 199,653 | 43.1 | 188,240 | 44.1 | 576,106 | 43.8 | 543,621 | 44.8 | |||||||||||||||||||||||||||||||||||||||
| Salaries, wages and benefits | 88,009 | 19.0 | 84,520 | 19.8 | 259,872 | 19.8 | 256,315 | 21.1 | |||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 105,114 | 22.7 | 99,514 | 23.3 | 305,282 | 23.2 | 275,005 | 22.6 | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 24,770 | 5.4 | 18,320 | 4.3 | 72,998 | 5.6 | 58,582 | 4.8 | |||||||||||||||||||||||||||||||||||||||
| Total operating expenses | 417,546 | 90.2 | 390,594 | 91.5 | 1,214,258 | 92.4 | 1,133,523 | 93.3 | |||||||||||||||||||||||||||||||||||||||
| Operating income | 45,538 | 9.8 | 36,341 | 8.5 | 100,240 | 7.6 | 80,765 | 6.7 | |||||||||||||||||||||||||||||||||||||||
| Other expense (income): | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | 11,295 | 2.4 | 17,276 | 4.0 | 36,986 | 2.8 | 48,075 | 4.0 | |||||||||||||||||||||||||||||||||||||||
| Loss (gain) on foreign currency, net | 154 | — | 3,839 | 0.9 | 2,663 | 0.2 | (6,403) | (0.5) | |||||||||||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | 847 | 0.2 | 32,621 | 7.7 | 2,127 | 0.2 | 35,339 | 2.9 | |||||||||||||||||||||||||||||||||||||||
| Other expense (income), net | 67 | — | (66) | — | 205 | — | 137 | — | |||||||||||||||||||||||||||||||||||||||
| Other expense, net | 12,363 | 2.6 | 53,670 | 12.6 | 41,981 | 3.2 | 77,148 | 6.4 | |||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | 33,175 | 7.2 | (17,329) | (4.1) | 58,259 | 4.4 | 3,617 | 0.3 | |||||||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | 9,774 | 2.1 | (3,326) | (0.8) | 18,490 | 1.4 | 3,426 | 0.3 | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 23,401 | 5.1 | % | $ | (14,003) | (3.3) | % | $ | 39,769 | 3.0 | % | $ | 191 | — | % | |||||||||||||||||||||||||||||||
Thirteen Weeks Ended October 3, 2026 compared to the Thirteen Weeks Ended September 27, 2025
Net sales
The following table presents net sales:
| Thirteen Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Retail sales | $ | 444,424 | $ | 408,343 | $ | 36,081 | 8.8 | % | |||||||||||||||
| Wholesale sales | 18,660 | 18,592 | 68 | 0.4 | % | ||||||||||||||||||
| Total net sales | $ | 463,084 | $ | 426,935 | $ | 36,149 | 8.5 | % | |||||||||||||||
Retail sales increased by $36.1 million, or 8.8%, during the thirteen weeks ended October 3, 2026, compared to the thirteen weeks ended September 27, 2025. The increase in retail sales resulted primarily from growth in our store base and a 4.2% increase in comparable store sales, partially offset by the unfavorable impact of foreign currency exchange rates.
25
Cost of merchandise sold, exclusive of depreciation and amortization
The following table presents cost of merchandise sold, exclusive of depreciation and amortization (“cost of merchandise sold”):
| Thirteen Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Cost of merchandise sold, exclusive of depreciation and amortization | $ | 199,653 | $ | 188,240 | $ | 11,413 | 6.1 | % | |||||||||||||||
Cost of merchandise sold decreased 100 basis points to 43.1% of net sales during the thirteen weeks ended October 3, 2026, compared to 44.1% for the thirteen weeks ended September 27, 2025. The 100 basis point decrease primarily reflects improvement in cost of merchandise sold as a percentage of net sales on comparable store sales due to increased operating efficiency and the favorable impact of year-over-year growth in OSDs, partially offset by new store dilution.
Personnel costs classified within cost of merchandise sold were $124.8 million during the thirteen weeks ended October 3, 2026, compared to $117.0 million during the thirteen weeks ended September 27, 2025. The $7.8 million increase in personnel costs resulted primarily from growth in our store base and higher wage rates.
Salaries, wages and benefits
The following table presents salaries, wages and benefits:
| Thirteen Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Retail and wholesale | $ | 59,761 | $ | 55,065 | $ | 4,696 | 8.5 | % | |||||||||||||||
| Corporate | 28,248 | 29,455 | (1,207) | (4.1) | % | ||||||||||||||||||
| Total salaries, wages and benefits | $ | 88,009 | $ | 84,520 | $ | 3,489 | 4.1 | % | |||||||||||||||
Personnel costs for our retail and wholesale operations increased by $4.7 million, or 8.5%, during the thirteen weeks ended October 3, 2026, compared to the thirteen weeks ended September 27, 2025. The increase primarily reflects growth in our store base.
Personnel costs for our corporate employees decreased by $1.2 million, or 4.1%, during the thirteen weeks ended October 3, 2026, compared to the thirteen weeks ended September 27, 2025. The decrease primarily reflects a $4.1 million reduction in IPO-related stock-based compensation expense, partially offset by higher incentive plan expense.
26
Selling, general and administrative
The following table presents selling, general and administrative (“SG&A”):
| Thirteen Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Retail and wholesale | $ | 91,457 | $ | 81,688 | $ | 9,769 | 12.0 | % | |||||||||||||||
| Corporate | 13,657 | 17,826 | (4,169) | (23.4) | % | ||||||||||||||||||
| Total selling, general and administrative | $ | 105,114 | $ | 99,514 | $ | 5,600 | 5.6 | % | |||||||||||||||
SG&A for our retail and wholesale operations increased by $9.8 million, or 12.0%, during the thirteen weeks ended October 3, 2026, compared to the thirteen weeks ended September 27, 2025. The increase primarily reflects growth in our store base, as well as higher repair and maintenance expense and rent and utilities.
Corporate SG&A decreased by $4.2 million, or 23.4%, during the thirteen weeks ended October 3, 2026, compared to the thirteen weeks ended September 27, 2025. The decrease primarily reflects a $3.4 million decrease in impairment charges and a $1.2 million lease termination gain of previously impaired stores, partially offset by higher information technology expenses, including cloud-based software costs.
Depreciation and amortization
The following table presents depreciation and amortization:
| Thirteen Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Depreciation and amortization | $ | 24,770 | $ | 18,320 | $ | 6,450 | 35.2 | % | |||||||||||||||
The $6.5 million increase in depreciation and amortization during the thirteen weeks ended October 3, 2026, compared to the thirteen weeks ended September 27, 2025, resulted primarily from continued investments in new stores, information technology and offsite processing, as well as capital maintenance expenditures.
27
Interest expense, net
The following table presents interest expense, net:
| Thirteen Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Interest expense, net | $ | 11,205 | $ | 15,959 | $ | (4,754) | (29.8) | % | |||||||||||||||
| Amortization of debt issuance cost and debt discount | 518 | 1,347 | (829) | (61.5) | % | ||||||||||||||||||
| Gain on interest rate swaps | (428) | (30) | (398) | n/m | |||||||||||||||||||
| Total interest expense, net | $ | 11,295 | $ | 17,276 | $ | (5,981) | (34.6) | % | |||||||||||||||
n/m – not meaningful
The $4.8 million decrease in interest expense, net during the thirteen weeks ended October 3, 2026, compared to the thirteen weeks ended September 27, 2025, was driven by a decrease in the weighted average interest rate. The weighted average interest rate decreased 256 basis points from 8.78% to 6.22% primarily due to the September 2025 debt refinancing.
Loss on foreign currency, net
The following table presents loss on foreign currency, net:
| Thirteen Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Loss on foreign currency remeasurement | $ | 594 | $ | 5,155 | $ | (4,561) | (88.5) | % | |||||||||||||||
| Gain on derivative instruments | (440) | (1,316) | 876 | (66.6) | % | ||||||||||||||||||
| Total loss on foreign currency, net | $ | 154 | $ | 3,839 | $ | (3,685) | (96.0) | % | |||||||||||||||
Gains and losses on foreign currency relate primarily to movements in the Canadian dollar (“CAD”) relative to the U.S. dollar (“USD”). During the thirteen weeks ended October 3, 2026, the USD strengthened against the CAD relative to July 4, 2026, resulting in remeasurement losses of $0.6 million arising primarily on USD-denominated debt held by one of our Canadian subsidiaries. We also recorded gains of $0.4 million during the thirteen weeks ended October 3, 2026 on derivative instruments we use to manage foreign currency exchange rate risk.
During the thirteen weeks ended September 27, 2025, the USD strengthened against the CAD relative to June 28, 2025, resulting in remeasurement losses of $5.2 million arising primarily on USD-denominated debt held by one of our Canadian subsidiaries. We also recorded gains of $1.3 million during the thirteen weeks ended September 27, 2025 on derivative instruments we use to manage foreign currency exchange rate risk.
28
Loss on extinguishment of debt
The following table presents loss on extinguishment of debt:
| Thirteen Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Loss on extinguishment of debt | $ | 847 | $ | 32,621 | $ | (31,774) | (97.4) | % | |||||||||||||||
During the thirteen weeks ended October 3, 2026, the Company repaid $25.0 million and $26.9 million on August 10, 2026 and October 1, 2026, respectively, in outstanding borrowings under the 2025 Term Loan Facility. These transactions resulted in a loss on extinguishment of debt of $0.8 million reflecting the write-off of a proportional amount of unamortized debt issuance costs and debt discount associated with the repayments.
During the thirteen weeks ended September 27, 2025, the Company redeemed the remaining aggregate principal amount of the Senior Secured Notes (the “Notes”) and repaid all outstanding amounts under the 2021 Term Loan Facility using the proceeds, in part, from the 2025 Term Loan Facility. As a result of this transaction, the Company recorded a $32.6 million loss on extinguishment of debt, which included a $19.5 million prepayment premium, as well as the write-off of unamortized debt issuance costs and debt discounts under the Notes and 2021 Term Loan Facility.
Other expense (income), net
The following table presents other expense (income), net:
| Thirteen Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Other expense (income), net | $ | 67 | $ | (66) | $ | 133 | n/m | ||||||||||||||||
n/m – not meaningful
Other expense (income), net is comprised primarily of miscellaneous income and expenses not directly related to our core operating activities.
Income tax expense (benefit)
The following table presents income tax expense (benefit):
| Thirteen Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Income tax expense (benefit) | $ | 9,774 | $ | (3,326) | $ | 13,100 | n/m | ||||||||||||||||
| Effective tax rate | 29.5 | % | 19.2 | % | |||||||||||||||||||
n/m – not meaningful
We estimate an annual projected effective tax rate for the fiscal year to determine income tax expense or benefit in the interim periods. As such, income tax expense includes the impact of changes to the estimate of forecasted annual pre-tax book income, together with actual results from the current quarter, relative to the prior quarter in each respective year, adjusted for discrete quarterly events, as applicable.
For the thirteen weeks ended October 3, 2026, we recorded income tax expense of $9.8 million on income before income taxes of $33.2 million, resulting in an effective tax rate of 29.5%. For the thirteen weeks ended September 27, 2025, we recorded income tax benefit of $3.3 million on loss before income taxes of $17.3 million, resulting in an effective tax rate of 19.2%. The lower effective tax rate in the prior-year period was primarily attributable to the disproportionate impact of valuation allowance adjustments, permanent differences, including limitations on the deductibility of executive compensation under Internal Revenue Code Section 162(m), and a tax shortfall related to stock-based compensation that reduced the tax benefit recognized on the pre-tax loss. In the current quarter, these items represented a smaller percentage of pre-tax income and therefore had a less pronounced effect on the effective tax rate.
29
Segment results
The following table presents net sales and profit by segment:
| Thirteen Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| U.S. Retail | $ | 263,437 | $ | 234,712 | $ | 28,725 | 12.2 | % | |||||||||||||||
| Canada Retail | 163,653 | 159,608 | 4,045 | 2.5 | % | ||||||||||||||||||
| Total segment sales | $ | 427,090 | $ | 394,320 | $ | 32,770 | 8.3 | % | |||||||||||||||
| Segment profit: | |||||||||||||||||||||||
| U.S. Retail | $ | 55,706 | $ | 47,956 | $ | 7,750 | 16.2 | % | |||||||||||||||
| Canada Retail | $ | 49,868 | $ | 45,336 | $ | 4,532 | 10.0 | % | |||||||||||||||
U.S. Retail
U.S. Retail sales increased by $28.7 million, or 12.2%, during the thirteen weeks ended October 3, 2026, compared to the thirteen weeks ended September 27, 2025. The increase in U.S. Retail sales resulted from growth in our store base, as well as a 5.9% increase in comparable store sales. The increase in comparable store sales was driven by higher average basket and transactions.
U.S. Retail segment profit increased by $7.8 million, or 16.2%, during the thirteen weeks ended October 3, 2026, compared to the thirteen weeks ended September 27, 2025. The increase in U.S. Retail segment profit primarily reflects higher profit from our comparable stores.
Canada Retail
Canada Retail sales increased by $4.0 million, or 2.5%, during the thirteen weeks ended October 3, 2026, compared to the thirteen weeks ended September 27, 2025. The increase in Canada Retail sales resulted from growth in our store base and a 1.5% increase in comparable store sales, partially offset by the unfavorable impact of foreign currency exchange rates. The increase in comparable store sales was primarily driven by higher average basket.
Canada Retail segment profit increased by $4.5 million, or 10.0%, during the thirteen weeks ended October 3, 2026, compared to the thirteen weeks ended September 27, 2025. The increase in Canada Retail segment profit primarily reflects increased operating efficiency.
Thirty-Nine Weeks Ended October 3, 2026 compared to the Thirty-Nine Weeks Ended September 27, 2025
Net sales
The following table presents net sales:
| Thirty-Nine Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Retail sales | $ | 1,260,860 | $ | 1,155,532 | $ | 105,328 | 9.1 | % | |||||||||||||||
| Wholesale sales | 53,638 | 58,756 | (5,118) | (8.7) | % | ||||||||||||||||||
| Total net sales | $ | 1,314,498 | $ | 1,214,288 | $ | 100,210 | 8.3 | % | |||||||||||||||
Retail sales increased by $105.3 million, or 9.1%, during the thirty-nine weeks ended October 3, 2026, compared to the thirty-nine weeks ended September 27, 2025. The increase in retail sales resulted primarily from growth in our store base, a 4.1% increase in comparable store sales and the favorable impact of foreign currency exchange rates.
30
Cost of merchandise sold, exclusive of depreciation and amortization
The following table presents cost of merchandise sold, exclusive of depreciation and amortization:
| Thirty-Nine Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Cost of merchandise sold, exclusive of depreciation and amortization | $ | 576,106 | $ | 543,621 | $ | 32,485 | 6.0 | % | |||||||||||||||
Cost of merchandise sold decreased 100 basis points to 43.8% of net sales during the thirty-nine weeks ended October 3, 2026, compared to 44.8% for the thirty-nine weeks ended September 27, 2025. The 100 basis point decrease primarily reflects improvement in cost of merchandise sold as a percentage of net sales on comparable store sales due to increased operating efficiency and the favorable impact of year-over-year growth in OSDs.
Personnel costs classified within cost of merchandise sold were $358.2 million during the thirty-nine weeks ended October 3, 2026, compared to $336.0 million during the thirty-nine weeks ended September 27, 2025. The $22.2 million increase in personnel costs resulted primarily from growth in our store base and higher wage rates, partially offset by labor efficiency gains.
Salaries, wages and benefits
The following table presents salaries, wages and benefits:
| Thirty-Nine Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Retail and wholesale | $ | 173,719 | $ | 163,269 | $ | 10,450 | 6.4 | % | |||||||||||||||
| Corporate | 86,153 | 93,046 | (6,893) | (7.4) | % | ||||||||||||||||||
| Total salaries, wages and benefits | $ | 259,872 | $ | 256,315 | $ | 3,557 | 1.4 | % | |||||||||||||||
Personnel costs for our retail and wholesale operations increased by $10.5 million, or 6.4%, during the thirty-nine weeks ended October 3, 2026, compared to the thirty-nine weeks ended September 27, 2025. The increase primarily reflects growth in our store base.
Personnel costs for our corporate employees decreased by $6.9 million, or 7.4%, during the thirty-nine weeks ended October 3, 2026, compared to the thirty-nine weeks ended September 27, 2025. The decrease primarily reflects a $20.7 million decrease in IPO-related stock-based compensation expense, partially offset by higher annual incentive plan expense, non-IPO-related stock-based compensation expense and wages.
31
Selling, general and administrative
The following table presents selling, general and administrative:
| Thirty-Nine Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Retail and wholesale | $ | 261,609 | $ | 235,775 | $ | 25,834 | 11.0 | % | |||||||||||||||
| Corporate | 43,673 | 39,230 | 4,443 | 11.3 | % | ||||||||||||||||||
| Total selling, general and administrative | $ | 305,282 | $ | 275,005 | $ | 30,277 | 11.0 | % | |||||||||||||||
SG&A for our retail and wholesale operations increased by $25.8 million, or 11.0%, during the thirty-nine weeks ended October 3, 2026, compared to the thirty-nine weeks ended September 27, 2025. The increase primarily reflects growth in our store base, as well as higher repair and maintenance expense, rent and utilities and preopening expense.
Corporate SG&A increased by $4.4 million, or 11.3%, during the thirty-nine weeks ended October 3, 2026, compared to the thirty-nine weeks ended September 27, 2025. The increase results primarily from investments in information technology, including cloud-based software costs, and higher professional service expenses, partially offset by a $1.2 million lease termination gain of previously impaired stores.
Depreciation and amortization
The following table presents depreciation and amortization:
| Thirty-Nine Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Depreciation and amortization | $ | 72,998 | $ | 58,582 | $ | 14,416 | 24.6 | % | |||||||||||||||
The $14.4 million increase in depreciation and amortization during the thirty-nine weeks ended October 3, 2026, compared to the thirty-nine weeks ended September 27, 2025, resulted primarily from continued investments in new stores, information technology and offsite processing, as well as capital maintenance expenditures, partially offset by lower accelerated depreciation and amortization following the reduction in the estimated useful lives of certain acquisition-related intangible assets and store-related property and equipment during the thirty-nine weeks ended September 27, 2025.
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Interest expense, net
The following table presents interest expense, net:
| Thirty-Nine Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Interest expense, net | $ | 36,615 | $ | 48,364 | $ | (11,749) | (24.3) | % | |||||||||||||||
| Amortization of debt issuance cost and debt discount | 1,616 | 4,173 | (2,557) | (61.3) | % | ||||||||||||||||||
| Gain on interest rate swaps | (1,245) | (4,462) | 3,217 | (72.1) | % | ||||||||||||||||||
| Total interest expense, net | $ | 36,986 | $ | 48,075 | $ | (11,089) | (23.1) | % | |||||||||||||||
The $11.7 million decrease in interest expense, net during the thirty-nine weeks ended October 3, 2026, compared to the thirty-nine weeks ended September 27, 2025, was primarily due to a decrease in the weighted average interest rate. The weighted average interest rate decreased 246 basis points from 8.94% to 6.48% primarily due to the September 2025 debt refinancing.
Loss (gain) on foreign currency, net
The following table presents loss (gain) on foreign currency, net:
| Thirty-Nine Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Loss (gain) on foreign currency remeasurement | $ | 8,987 | $ | (9,680) | $ | 18,667 | n/m | ||||||||||||||||
| (Gain) loss on derivative instruments | (6,324) | 3,277 | (9,601) | n/m | |||||||||||||||||||
| Total loss (gain) on foreign currency, net | $ | 2,663 | $ | (6,403) | $ | 9,066 | n/m | ||||||||||||||||
n/m – not meaningful
Gains and losses on foreign currency relate primarily to movements in the CAD relative to the USD. During the thirty-nine weeks ended October 3, 2026, the USD strengthened against the CAD relative to January 3, 2026, resulting in remeasurement losses of $9.0 million arising primarily on USD-denominated debt held by one of our Canadian subsidiaries. We also recorded gains of $6.3 million during the thirty-nine weeks ended October 3, 2026 on derivative instruments we use to manage foreign currency exchange rate risk.
During the thirty-nine weeks ended September 27, 2025, the USD weakened against the CAD relative to December 28, 2024, resulting in remeasurement gains of $9.7 million arising primarily on USD-denominated debt held by one of our Canadian subsidiaries. We also recorded losses of $3.3 million during the thirty-nine weeks ended September 27, 2025 on derivative instruments we use to manage foreign currency exchange rate risk.
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Loss on extinguishment of debt
The following table presents loss on extinguishment of debt:
| Thirty-Nine Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Loss on extinguishment of debt | $ | 2,127 | $ | 35,339 | $ | (33,212) | (94.0) | % | |||||||||||||||
During the thirty-nine weeks ended October 3, 2026, the Company entered into the First Amendment to its 2025 Senior Secured Credit Facilities. The First Amendment resulted in a loss on extinguishment of debt of $1.3 million. In addition, the Company repaid $25.0 million and $26.9 million on August 10, 2026 and October 1, 2026, respectively, in outstanding borrowings under the 2025 Term Loan Facility. These transactions resulted in a loss on extinguishment of debt of $0.8 million reflecting the write-off of a proportional amount of unamortized debt issuance costs and debt discount associated with the repayments.
During the thirty-nine weeks ended September 27, 2025, loss on extinguishment of debt of $35.3 million comprised $2.7 million associated with the redemption of $44.5 million aggregate principal amount of the Notes on February 6, 2025, as well as $32.6 million associated with the redemption of the remaining aggregate principal amount of the Notes and repayment of all outstanding amounts under the 2021 Term Loan Facility on September 18, 2025 using the proceeds, in part, from the 2025 Term Loan Facility. The $32.6 million loss on extinguishment of debt included a $19.5 million prepayment premium, in addition to the write-off of unamortized debt issuance costs and debt discounts under the Notes and 2021 Term Loan Facility.
Other expense, net
The following table presents other expense, net:
| Thirty-Nine Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Other expense, net | $ | 205 | $ | 137 | $ | 68 | 49.6 | % | |||||||||||||||
Other expense, net is comprised primarily of miscellaneous income and expenses not directly related to our core operating activities.
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Income tax expense
The following table presents income tax expense:
| Thirty-Nine Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Income tax expense | $ | 18,490 | $ | 3,426 | $ | 15,064 | n/m | ||||||||||||||||
| Effective tax rate | 31.7 | % | 94.7 | % | |||||||||||||||||||
n/m – not meaningful
We estimate an annual projected effective tax rate for the fiscal year to determine income tax expense or benefit in the interim periods. As such, income tax expense includes the impact of changes to the estimate of forecasted annual pre-tax book income, together with actual results from the current quarter, relative to the prior quarter in each respective year, adjusted for discrete quarterly events, as applicable.
During the thirty-nine weeks ended October 3, 2026, we recorded income tax expense of $18.5 million on income before income taxes of $58.3 million, resulting in an effective tax rate of 31.7%. During the thirty-nine weeks ended September 27, 2025, we recorded income tax expense of $3.4 million on income before income taxes of $3.6 million, resulting in an effective tax rate of 94.7%. The decrease in our effective tax rate during the thirty-nine weeks ended October 3, 2026, compared to the thirty-nine weeks ended September 27, 2025, is primarily due to higher pre-tax income which reduces the relative impact of permanent tax differences, including Section 162(m) excess compensation, tax shortfalls related to stock-based compensation, and changes in valuation allowances, which do not vary directly with income and therefore have a less significant effect on the effective tax rate in periods of higher profitability.
Segment results
The following table presents net sales and profit by segment:
| Thirty-Nine Weeks Ended | |||||||||||||||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | $ Change | % Change | |||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| U.S. Retail | $ | 752,992 | $ | 674,310 | $ | 78,682 | 11.7 | % | |||||||||||||||
| Canada Retail | 459,162 | 443,199 | 15,963 | 3.6 | % | ||||||||||||||||||
| Total segment sales | $ | 1,212,154 | $ | 1,117,509 | $ | 94,645 | 8.5 | % | |||||||||||||||
| Segment profit: | |||||||||||||||||||||||
| U.S. Retail | $ | 157,410 | $ | 135,467 | $ | 21,943 | 16.2 | % | |||||||||||||||
| Canada Retail | $ | 126,719 | $ | 110,127 | $ | 16,592 | 15.1 | % | |||||||||||||||
U.S. Retail
U.S. Retail sales increased by $78.7 million, or 11.7%, during the thirty-nine weeks ended October 3, 2026, compared to the thirty-nine weeks ended September 27, 2025. The increase in U.S. Retail sales resulted from growth in our store base and a 6.3% increase in comparable store sales. The increase in comparable store sales was driven by higher average basket and transactions.
U.S. Retail segment profit increased by $21.9 million, or 16.2%, during the thirty-nine weeks ended October 3, 2026, compared to the thirty-nine weeks ended September 27, 2025. The increase in U.S. Retail segment profit primarily reflects higher profit from our comparable stores, partially offset by the impact of new stores.
35
Canada Retail
Canada Retail sales increased by $16.0 million, or 3.6%, during the thirty-nine weeks ended October 3, 2026, compared to the thirty-nine weeks ended September 27, 2025. The increase in Canada Retail sales resulted from growth in our store base, a 0.6% increase in comparable store sales and the favorable impact of foreign currency exchange rates. The increase in comparable store sales was driven by higher average basket.
Canada Retail segment profit increased by $16.6 million, or 15.1%, during the thirty-nine weeks ended October 3, 2026, compared to the thirty-nine weeks ended September 27, 2025. The increase in Canada Retail segment profit primarily reflects increased operating efficiency.
Non-GAAP Financial Measures
The Company reports its financial results in accordance with GAAP. Non-GAAP financial measures used by the Company include Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA, Adjusted EBITDA margin and constant-currency net sales. In the discussion that follows, we provide definitions and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. We have provided this non-GAAP financial information, which is not calculated or presented in accordance with GAAP, as information supplemental to, and in addition to, the financial measures presented in this Quarterly Report that are calculated and presented in accordance with GAAP. These non-GAAP financial measures should not be considered superior to, as a substitute for, or an alternative to, and should be considered in conjunction with, the GAAP financial measures presented elsewhere in this Quarterly Report. These non-GAAP financial measures may differ from, and therefore may not be directly comparable to, similarly titled measures used by other companies.
Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin
Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. The Company has included these non-GAAP financial measures as these are key measures used by its management and its Board of Directors to evaluate its operating performance and the effectiveness of its business strategies, make budgeting decisions and evaluate compensation decisions. The Company presents Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin because it considers these meaningful measures to share with investors as they facilitate comparison of the performance of one period with that of another period. In addition, by presenting Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin, the Company provides investors with management’s perspective of the Company’s operating performance.
Adjusted net income is defined as net income (loss) excluding the impact of loss on extinguishment of debt, IPO-related stock-based compensation expense, transaction costs, foreign currency exchange rate impacts, certain other adjustments, the tax effect on the above adjustments and the excess tax shortfall from stock-based compensation. We define Adjusted net income per diluted share as Adjusted net income divided by adjusted diluted weighted average common shares outstanding.
Adjusted EBITDA is defined as net income (loss) excluding the impact of interest expense, net, income tax expense (benefit), depreciation and amortization, loss on extinguishment of debt, stock-based compensation expense, lease intangible asset expense, transaction costs, foreign currency exchange rate impacts and certain other adjustments. We define Adjusted EBITDA margin as Adjusted EBITDA divided by net sales, expressed as a percentage.
36
A reconciliation of GAAP net income (loss) and GAAP net income (loss) per diluted share to Adjusted net income and Adjusted net income per diluted share is presented in the table below:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||
| (in thousands, except per share amounts) | October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | |||||||||||||||||||
| Adjusted net income: | |||||||||||||||||||||||
| Net income (loss) | $ | 23,401 | $ | (14,003) | $ | 39,769 | $ | 191 | |||||||||||||||
Loss on extinguishment of debt (1)(2) | 847 | 32,621 | 2,127 | 35,339 | |||||||||||||||||||
IPO-related stock-based compensation expense (1)(3) | — | 4,118 | 1,123 | 21,867 | |||||||||||||||||||
Transaction costs (1)(4) | 1,041 | 2,085 | 2,495 | 3,290 | |||||||||||||||||||
Foreign currency exchange rate impacts (1)(5) | 823 | 4,308 | 3,705 | (4,691) | |||||||||||||||||||
Other adjustments (1)(6) | (644) | 4,675 | 2,346 | 6,928 | |||||||||||||||||||
Tax effect on adjustments (7) | (170) | (11,404) | (2,180) | (14,623) | |||||||||||||||||||
| Excess tax shortfall from stock-based compensation | 202 | 76 | 945 | 542 | |||||||||||||||||||
| Adjusted net income | $ | 25,500 | $ | 22,476 | $ | 50,330 | $ | 48,843 | |||||||||||||||
Adjusted net income per share, diluted (8): | |||||||||||||||||||||||
| Net income (loss) per share, diluted | $ | 0.15 | $ | (0.09) | $ | 0.25 | $ | 0.00 | |||||||||||||||
Loss on extinguishment of debt (1)(2) | 0.01 | 0.20 | 0.01 | 0.22 | |||||||||||||||||||
IPO-related stock-based compensation expense (1)(3) | — | 0.03 | 0.01 | 0.13 | |||||||||||||||||||
Transaction costs (1)(4) | 0.01 | 0.01 | 0.02 | 0.02 | |||||||||||||||||||
Foreign currency exchange rate impacts (1)(5) | 0.01 | 0.03 | 0.02 | (0.03) | |||||||||||||||||||
Other adjustments (1)(6) | — | 0.03 | 0.01 | 0.04 | |||||||||||||||||||
Tax effect on adjustments (7) | — | (0.07) | (0.01) | (0.09) | |||||||||||||||||||
| Excess tax shortfall from stock-based compensation | — | — | 0.01 | — | |||||||||||||||||||
Adjusted net income per share, diluted * | $ | 0.16 | $ | 0.14 | $ | 0.32 | $ | 0.30 | |||||||||||||||
*May not foot due to rounding
(1)Presented pre-tax.
(2)Represents loss on extinguishment of debt associated with (i) the partial repayments of outstanding borrowings under the 2025 Term Loan Facility during the thirteen and thirty-nine weeks ended October 3, 2026 and the repricing of that facility on June 2, 2026; (ii) the full redemption of the Notes and repayment of all outstanding amounts under the 2021 Term Loan Facility on September 18, 2025; and (iii) the partial redemption of the Notes on February 6, 2025.
(3)Represents stock-based compensation expense for performance-based options triggered by the completion of our IPO and expense related to restricted stock units issued in connection with the Company’s IPO. The thirty-nine weeks ended October 3, 2026 includes a credit to stock-based compensation expense resulting from the reversal of previously recognized expense for stock-based awards forfeited upon employee retirements.
(4)Comprised of non-capitalizable expenses related to debt transactions and offering costs.
(5)Represents remeasurement (gains) losses on unsettled foreign currency transactions, realized and unrealized (gains) losses on cross currency swaps and unrealized (gains) losses on forward contracts.
37
(6)The thirteen and thirty-nine weeks ended October 3, 2026 include a gain of $1.2 million related to store lease terminations, as well as store impairment charges of $0.6 million. The thirty-nine weeks ended October 3, 2026 further includes impairment charges of $2.4 million primarily due to the closure of a warehouse processing facility and additional store impairment charges of $0.5 million. The thirteen and thirty-nine weeks ended September 27, 2025 include store impairment and other related charges of $4.8 million, as well as a reduction to the fair value of acquisition-related contingent consideration of $0.1 million and $1.3 million, respectively. The thirty-nine weeks ended September 27, 2025 further includes accelerated amortization and depreciation of $3.3 million due to a reduction of the estimated useful lives for certain acquisition-related intangible assets and store-related property and equipment.
(7)Tax effect on adjustments is calculated utilizing the tax rate specifically applicable to the respective adjustments.
(8)For the thirteen weeks ended September 27, 2025, Adjusted net income per diluted share includes 7.3 million of potential shares of common stock relating to awards of stock options and restricted stock units that were excluded from the calculation of GAAP diluted net loss per share as their inclusion would have had an antidilutive effect.
A reconciliation of GAAP net income (loss) to Adjusted EBITDA is presented in the table below:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||||||||
| (dollars in thousands) | October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | |||||||||||||||||||
| Net income (loss) | $ | 23,401 | $ | (14,003) | $ | 39,769 | $ | 191 | |||||||||||||||
| Interest expense, net | 11,295 | 17,276 | 36,986 | 48,075 | |||||||||||||||||||
| Income tax expense (benefit) | 9,774 | (3,326) | 18,490 | 3,426 | |||||||||||||||||||
| Depreciation and amortization | 24,770 | 18,320 | 72,998 | 58,582 | |||||||||||||||||||
Loss on extinguishment of debt (1) | 847 | 32,621 | 2,127 | 35,339 | |||||||||||||||||||
Stock-based compensation expense (2) | 3,944 | 7,210 | 13,650 | 31,175 | |||||||||||||||||||
Lease intangible asset expense (3) | 625 | 817 | 2,277 | 2,502 | |||||||||||||||||||
Transaction costs (4) | 1,041 | 2,085 | 2,495 | 3,290 | |||||||||||||||||||
Foreign currency exchange rate impacts (5) | 823 | 4,308 | 3,705 | (4,691) | |||||||||||||||||||
Other adjustments (6) | (644) | 4,675 | 2,346 | 3,662 | |||||||||||||||||||
| Adjusted EBITDA | $ | 75,876 | $ | 69,983 | $ | 194,843 | $ | 181,551 | |||||||||||||||
| Net income (loss) margin | 5.1% | (3.3)% | 3.0% | 0.0% | |||||||||||||||||||
| Adjusted EBITDA margin | 16.4% | 16.4% | 14.8% | 15.0% | |||||||||||||||||||
(1)Represents loss on extinguishment of debt associated with (i) the partial repayments of outstanding borrowings under the 2025 Term Loan Facility during the thirteen and thirty-nine weeks ended October 3, 2026 and the repricing of that facility on June 2, 2026; (ii) the full redemption of the Notes and repayment of all outstanding amounts under the 2021 Term Loan Facility on September 18, 2025; and (iii) the partial redemption of the Notes on February 6, 2025.
(2)Represents non-cash stock-based compensation expense related to stock options and restricted stock units granted to certain of our employees and directors. The thirty-nine weeks ended October 3, 2026 includes a credit to stock-based compensation expense resulting from the reversal of previously recognized expense for stock-based awards forfeited upon employee retirements.
(3)Represents lease expense associated with acquired lease intangibles.
(4)Comprised of non-capitalizable expenses related to debt transactions and offering costs.
(5)Represents remeasurement (gains) losses on unsettled foreign currency transactions, realized and unrealized (gains) losses on cross currency swaps and unrealized (gains) losses on forward contracts.
(6)The thirteen and thirty-nine weeks ended October 3, 2026 include a gain of $1.2 million related to store lease terminations, as well as store impairment charges of $0.6 million. The thirty-nine weeks ended October 3, 2026 further includes impairment charges of $2.4 million primarily due to the closure of a warehouse processing facility and additional store impairment charges of $0.5 million. The thirteen and thirty-nine weeks ended September 27, 2025 include store impairment and other related charges of $4.8 million, as well as a reduction to the fair value of acquisition-related contingent consideration of $0.1 million and $1.3 million, respectively.
38
Constant currency
The Company reports net sales on a constant-currency basis in order to facilitate period-to-period comparisons of its results without regard to the impact of fluctuating foreign currency exchange rates. The term foreign currency exchange rates refers to the exchange rates used to translate the Company's operating results for all countries where the functional currency is not the USD into the USD. Because the Company is a global company, foreign currency exchange rates used for translation may have a significant effect on its reported results. In general, given the Company's significant operations in Canada, the Company's financial results are affected positively by a weakening of the USD against the CAD and are affected negatively by a strengthening of the USD against the CAD. References to net sales on a constant-currency basis indicate operating results without the impact of foreign currency exchange rate fluctuations.
The Company believes disclosure of constant-currency net sales is helpful to investors because it facilitates period-to-period comparisons of its results by increasing the transparency of its underlying performance by excluding the impact of fluctuating foreign currency exchange rates. Constant-currency results have no standardized meaning prescribed by GAAP, are not prepared under any comprehensive set of accounting rules or principles and should be read in conjunction with the Company's consolidated financial statements prepared in accordance with GAAP.
Constant-currency results have limitations in their usefulness to investors and may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies.
Constant-currency information compares results between periods as if exchange rates had remained constant period-over-period. During the thirteen weeks ended October 3, 2026, as compared to the thirteen weeks ended September 27, 2025, the USD was stronger relative to the CAD and weaker relative to the Australian dollar (“AUD”), which resulted in an overall unfavorable impact on our operating results. During the thirty-nine weeks ended October 3, 2026, as compared to the thirty-nine weeks ended September 27, 2025, the USD was weaker relative to the CAD and the AUD, which resulted in a favorable impact on our operating results. The Company calculates constant-currency net sales by translating current-period net sales using the average exchange rates from the comparative prior period rather than the actual average exchange rates in effect.
39
A reconciliation of GAAP net sales to constant-currency net sales is presented in the table below:
| Thirteen Weeks Ended | |||||||||||||||||||||||||||||
| (dollars in thousands) | Net Sales | Impact of Foreign Currency | Constant-Currency Net Sales | $ Change Over Prior Year | % Change Over Prior Year | ||||||||||||||||||||||||
| October 3, 2026 | |||||||||||||||||||||||||||||
| U.S. Retail | $ | 263,437 | $ | — | $ | 263,437 | $ | 28,725 | 12.2 | % | |||||||||||||||||||
| Canada Retail | 163,653 | 2,880 | 166,533 | 6,925 | 4.3 | % | |||||||||||||||||||||||
| Other | 35,994 | (1,225) | 34,769 | 2,154 | 6.6 | % | |||||||||||||||||||||||
| Total net sales | $ | 463,084 | $ | 1,655 | $ | 464,739 | $ | 37,804 | 8.9 | % | |||||||||||||||||||
| September 27, 2025 | |||||||||||||||||||||||||||||
| U.S. Retail | $ | 234,712 | n/a | $ | 234,712 | n/a | n/a | ||||||||||||||||||||||
| Canada Retail | 159,608 | n/a | 159,608 | n/a | n/a | ||||||||||||||||||||||||
| Other | 32,615 | n/a | 32,615 | n/a | n/a | ||||||||||||||||||||||||
| Total net sales | $ | 426,935 | n/a | $ | 426,935 | n/a | n/a | ||||||||||||||||||||||
| Thirty-Nine Weeks Ended | |||||||||||||||||||||||||||||
| (dollars in thousands) | Net Sales | Impact of Foreign Currency | Constant-Currency Net Sales | $ Change Over Prior Year | % Change Over Prior Year | ||||||||||||||||||||||||
| October 3, 2026 | |||||||||||||||||||||||||||||
| U.S. Retail | $ | 752,992 | $ | — | $ | 752,992 | $ | 78,682 | 11.7 | % | |||||||||||||||||||
| Canada Retail | 459,162 | (3,663) | 455,499 | 12,300 | 2.8 | % | |||||||||||||||||||||||
| Other | 102,344 | (4,437) | 97,907 | 1,128 | 1.2 | % | |||||||||||||||||||||||
| Total net sales | $ | 1,314,498 | $ | (8,100) | $ | 1,306,398 | $ | 92,110 | 7.6 | % | |||||||||||||||||||
| September 27, 2025 | |||||||||||||||||||||||||||||
| U.S. Retail | $ | 674,310 | n/a | $ | 674,310 | n/a | n/a | ||||||||||||||||||||||
| Canada Retail | 443,199 | n/a | 443,199 | n/a | n/a | ||||||||||||||||||||||||
| Other | 96,779 | n/a | 96,779 | n/a | n/a | ||||||||||||||||||||||||
| Total net sales | $ | 1,214,288 | n/a | $ | 1,214,288 | n/a | n/a | ||||||||||||||||||||||
n/a - not applicable
40
Liquidity and Capital Resources
Overview
We have historically financed our operations primarily with cash generated by operating activities and proceeds from debt issuances. Although we do not anticipate paying any cash dividends in the foreseeable future, any future determination relating to dividend policy will be made at the discretion of our Board of Directors and will depend on a number of factors, including restrictions in our current and future debt instruments, our future earnings, capital requirements, financial condition, prospects and applicable Delaware law, which provides that dividends are only payable out of surplus or current net profits.
Our primary short-term requirements for liquidity and capital are to meet general working capital needs, fund capital expenditures and make required interest payments on our debt. Our primary long-term liquidity and capital needs relate to repaying the principal balance on our debt and making lease payments on our retail stores and processing facilities. We may also use cash on our balance sheet, cash generated from operations or proceeds from new borrowings, or any combination of these sources of liquidity and capital, to fund growth initiatives, to pay down debt, to conduct repurchases of our common stock, or to pay for acquisitions, or any combination of the foregoing. Our primary sources of liquidity and capital are cash generated from operations and proceeds from borrowings, including borrowings on our 2025 Senior Secured Credit Facilities. As of October 3, 2026, $179.2 million was available to borrow under the 2025 Revolving Credit Facility.
We believe our existing cash and cash equivalents and cash provided by our operating activities are sufficient to fund our liquidity needs for the next 12 months and beyond.
See Note 3. Debt to our unaudited interim condensed consolidated financial statements for details of our debt.
2025 Share Repurchase Program
We announced on October 30, 2025 the authorization of a new share repurchase program of up to $50 million of the Company’s common stock (the “2025 Share Repurchase Program”). The 2025 Share Repurchase Program became effective as of November 9, 2025 and expires on November 8, 2027. Under the 2025 Share Repurchase Program, we may purchase shares from time to time in compliance with applicable securities laws, that may include Exchange Act Rule 10b-18 and Exchange Act Rule 10b5-1. Although our Board of Directors has authorized the 2025 Share Repurchase Program, we are not obligated to repurchase any specific dollar amount or to acquire any specific number of shares under the program. In addition, the 2025 Share Repurchase Program may be suspended, modified or discontinued at any time without prior notice. The amount, timing and execution of our 2025 Share Repurchase Program will be based upon a variety of factors, including the share price of our common stock, general market conditions, alternative uses for capital, our financial performance and other considerations. Any repurchases will be funded by available cash and cash equivalents.
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Cash Flows
Thirty-Nine Weeks Ended October 3, 2026 compared to the Thirty-Nine Weeks Ended September 27, 2025
The following table summarizes our cash flows:
| Thirty-Nine Weeks Ended | |||||||||||
| (in thousands) | October 3, 2026 | September 27, 2025 | |||||||||
| Net cash provided by operating activities | $ | 172,120 | $ | 76,501 | |||||||
| Net cash used in investing activities | (106,415) | (81,632) | |||||||||
| Net cash used in financing activities | (90,277) | (83,218) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | (1,185) | 1,898 | |||||||||
| Net change in cash and cash equivalents | $ | (25,757) | $ | (86,451) | |||||||
Net cash provided by operating activities
Net cash provided by operating activities for the thirty-nine weeks ended October 3, 2026 was $172.1 million, compared to $76.5 million for the thirty-nine weeks ended September 27, 2025. The $95.6 million increase is primarily due to a $35.8 million decrease in income taxes paid, which includes receipt of a U.S. federal income tax refund, a $27.6 million decrease in interest payments on our debt and favorable changes in working capital.
Net cash used in changes in operating assets and liabilities during the thirty-nine weeks ended October 3, 2026 consisted primarily of a $106.3 million change in operating lease liabilities which resulted from lease payments.
Net cash used in changes in operating assets and liabilities during the thirty-nine weeks ended September 27, 2025 consisted primarily of a $95.1 million change in operating lease liabilities, a $37.4 million change in prepaid expenses and other assets and a $22.2 million change in accounts payable and accrued liabilities. The change in operating lease liabilities resulted from lease payments. The change in prepaid expenses and other assets is primarily a result of an increase in prepaid taxes. The change in accounts payable and accrued liabilities resulted primarily from interest payments on our debt, which are due periodically throughout the year. As of December 28, 2024, we had an accrued interest balance of $16.1 million on the Notes, which was paid during the first quarter of fiscal 2025. As of September 27, 2025, we had an accrued interest balance of $1.5 million on the 2025 Term Loan Facility, which was paid during the fourth quarter of fiscal 2025. The Notes were fully redeemed during the third quarter of fiscal 2025, eliminating recurring interest accruals on the former Notes as of September 27, 2025.
Net cash used in investing activities
Net cash used in investing activities was $106.4 million for the thirty-nine weeks ended October 3, 2026 and $81.6 million for the thirty-nine weeks ended September 27, 2025. Expenditures in both periods consisted primarily of investments in new stores, information technology and offsite processing, as well as capital maintenance expenditures.
Net cash used in financing activities
Net cash used in financing activities was $90.3 million for the thirty-nine weeks ended October 3, 2026, which primarily reflected $55.6 million in principal payments on our long-term debt and $30.5 million of repurchases of common stock.
Net cash used in financing activities was $83.2 million for the thirty-nine weeks ended September 27, 2025, which primarily reflected debt transactions and $35.6 million of share repurchases. In September 2025, the Company received $746.3 million of proceeds from the 2025 Term Loan Facility to repay $716.8 million of existing long-term debt, in addition to paying a $19.6 million prepayment premium and $8.8 million of debt issuance costs. Further, in February 2025, the Company redeemed $44.5 million of the Notes and paid a $1.3 million prepayment premium.
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Critical Accounting Estimates
Our unaudited interim condensed consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report are prepared in accordance with GAAP. Preparation of our unaudited interim condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from our estimates under different assumptions or conditions. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the assumptions and estimates, as set forth in our Annual Report on Form 10-K, associated with income taxes have the greatest potential impact on our unaudited interim condensed consolidated financial statements. Accordingly, we believe this policy is most critical to aid in fully understanding and evaluating our unaudited interim condensed consolidated financial statements. There have been no material changes to our critical accounting estimates as disclosed in our Annual Report on Form 10-K.
Recent Accounting Pronouncements
See Note 2. Summary of Significant Accounting Policies to our Notes to Interim Condensed Consolidated Financial Statements (unaudited) included in this Quarterly Report on Form 10-Q for a description of recently issued accounting pronouncements not yet adopted.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we are exposed to various market risks. Our primary market risks are interest rate risk associated with our variable rate debt and foreign currency exchange risk associated with our operations in Canada and Australia. We continually monitor these risks, regularly consider which risks need active management and, when appropriate, develop targeted risk management strategies. We manage our exposure to changes in interest rates and foreign exchange rates through the use of derivative financial instruments with the objective of reducing potential income statement, cash flow and market exposures. We use derivative financial instruments solely to mitigate market exposure and not for trading or speculative purposes. Refer to Note 5. Derivative Financial Instruments for additional information.
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Interest rate risk
Changes in interest rates affect the amount of interest due on our variable rate debt. As of October 3, 2026, we had variable rate borrowings on the 2025 Senior Secured Credit Facilities of $674.4 million and no advances under our 2025 Revolving Credit Facility. We currently use Term SOFR as a reference rate for our variable rate debt, and any future increases in Term SOFR will inherently result in an increase in interest expense and cash paid toward interest.
We performed a sensitivity analysis to determine the effect of interest rate fluctuations on our interest expense. A hypothetical 1 percentage point increase in Term SOFR would result in an increase to interest expense of $6.7 million over 12 months based on amounts outstanding and interest rates in effect as of October 3, 2026.
In September 2025, we executed interest rate swaps to reduce our exposure to fluctuations in interest rates by effectively converting a portion of our floating-rate debt to a fixed-rate basis. Based on the notional amount of interest rate swaps in effect and the amounts borrowed as of October 3, 2026, our exposure to future interest rate fluctuations will be reduced by 84.2%. The interest rate swaps are scheduled to mature on June 29, 2029.
Foreign currency exchange risk
In addition to our U.S. business, we operate in Canada and Australia. Operations conducted entirely in each jurisdiction use that jurisdiction’s currency as their functional currency and changes in foreign exchange rates affect the translation of the results of these businesses into the USD, which is the reporting currency of the Company. For the thirty-nine weeks ended October 3, 2026, approximately 40.4% of our net sales were denominated in a currency other than the USD. For the thirty-nine weeks ended October 3, 2026, a hypothetical 10% strengthening of the USD to the CAD would decrease our net sales by $43.8 million, and a hypothetical 10% weakening of the USD to the CAD would increase our net sales by $53.5 million. A hypothetical 10% change in the relative fair value of the USD to the AUD would not have a material impact on our operations. We will be susceptible to fluctuations in the USD compared to the CAD and the AUD if we do not hedge our exchange rate exposure. As such, we seek to manage the risk from changes in foreign currency exchange rates through the use of forward contracts, which are maintained on a rolling 12-month basis.
As of October 3, 2026, $246.5 million of our USD-denominated borrowings is owed by one of our Canadian subsidiaries whose functional currency is the CAD. These borrowings expose the Company to earnings volatility due to remeasurement. For the thirty-nine weeks ended October 3, 2026, a hypothetical 10% strengthening of the USD to the CAD would decrease net income by $22.4 million. For the thirty-nine weeks ended October 3, 2026, a hypothetical 10% weakening of the USD to the CAD would increase net income by $27.4 million. In September 2025, we executed cross currency swaps to effectively convert $200.0 million of the USD-denominated borrowings into CAD-denominated borrowings. The cross-currency swaps are scheduled to mature on June 29, 2029.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of October 3, 2026. Based on the evaluation of the design and operation of our disclosure controls and procedures, our CEO and CFO concluded that our disclosure controls and procedures were effective as of October 3, 2026 to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported in a timely manner, and accumulated and communicated to management, including our CEO and CFO, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
During the thirteen weeks ended October 3, 2026, there were no changes in our internal control over financial reporting, as defined under Rule 13a-15 under the Exchange Act, that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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Inherent Limitations Over Internal Controls
Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our control systems are designed to provide such reasonable assurance of achieving their objectives. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
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Part II - Other Information
Item 1. Legal Proceedings
Information regarding legal proceedings is incorporated by reference from Note 10 to our unaudited interim condensed consolidated financial statements included in this Form 10-Q under the heading “Commitments and Contingencies.”
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this report are any of the risks disclosed in our 2025 Annual Report on Form 10-K, which was filed with the SEC on February 20, 2026. There have been no material changes from the risk factors previously disclosed. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)Recent Sales of Unregistered Securities
None.
(b)Use of Proceeds
None.
(c)Issuer Purchases of Equity Securities
The following table sets forth information concerning our purchases of common stock for the periods indicated (in thousands, except share and per share amounts):
Period | Total Number of Shares Purchased (1) (#) | Average Price Paid Per Share ($) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) (#) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs as of the End of Period (2) ($) | ||||||||||||||||||||||
| July 5, 2026 to August 1, 2026 | — | — | — | 21,681 | ||||||||||||||||||||||
| August 2, 2026 to August 29, 2026 | 1,021,580 | 9.79 | — | 21,681 | ||||||||||||||||||||||
| August 30, 2026 to October 3, 2026 | — | — | — | 21,681 | ||||||||||||||||||||||
| Total | 1,021,580 | 9.79 | — | |||||||||||||||||||||||
(1)Total number of shares purchased consists of 1,021,580 shares of common stock repurchased in connection with the 2026 Offering.
(2)On October 30, 2025, the Company announced the authorization of a new share repurchase program of up to $50 million of the Company’s common stock (the “2025 Share Repurchase Program”). The 2025 Share Repurchase Program became effective as of November 9, 2025 and expires on November 8, 2027. Under the 2025 Share Repurchase Program, the Company may purchase shares from time to time in compliance with applicable securities laws, that may include Exchange Act Rule 10b-18 and Exchange Act Rule 10b5-1. There was $21.7 million remaining under the 2025 Share Repurchase Program as of October 3, 2026.
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Item 3. Defaults Upon Senior Securities
(a) None.
(b) None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Plan Elections
During the thirteen weeks ended October 3, 2026, the adoption or termination
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Item 6. Exhibits
The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.
Exhibit Index
Incorporated by Reference | ||||||||||||||||||||
| Exhibit Number | Description of Document | Form | Exhibit | Filing Date | Filed Herewith | |||||||||||||||
| 31.1 | X | |||||||||||||||||||
| 31.2 | X | |||||||||||||||||||
| 32.1 | X | |||||||||||||||||||
| 32.2 | X | |||||||||||||||||||
| Exhibit 101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the Quarter Ended October 3, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Interim Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | |||||||||||||||||||
| Exhibit 104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the Quarter Ended October 3, 2026, formatted in Inline XBRL (included within Exhibit 101). | |||||||||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SAVERS VALUE VILLAGE, INC. | |||||||||||
| Date: | November 5, 2026 | By: | /s/ Michael W. Maher | ||||||||
Michael W. Maher | |||||||||||
| Chief Financial Officer and Treasurer (Principal Financial Officer) | |||||||||||
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Exhibit 31.1
SAVERS VALUE VILLAGE, INC. AND SUBSIDIARIES CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark T. Walsh, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Savers Value Village, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 5, 2026
| /s/ Mark T. Walsh | ||
| Name: Mark T. Walsh | ||
| Title: Chief Executive Officer and Director | ||
Exhibit 31.2
SAVERS VALUE VILLAGE, INC. AND SUBSIDIARIES CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael W. Maher, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Savers Value Village, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 5, 2026
| /s/ Michael W. Maher | ||
| Name: Michael W. Maher | ||
| Title: Chief Financial Officer and Treasurer (Principal Financial Officer) | ||
Exhibit 32.1
Certification Pursuant To 18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 Of The Sarbanes-Oxley Act Of 2002
In connection with the Quarterly Report of Savers Value Village, Inc. (the “Company”) on Form 10-Q for the period ending October 3, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mark T. Walsh, Chief Executive Officer and Director of the Company certify, to the best of my knowledge, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 5, 2026
| /s/ Mark T. Walsh | ||
| Name: Mark T. Walsh | ||
| Title: Chief Executive Officer and Director | ||
Exhibit 32.2
Certification Pursuant To 18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 Of The Sarbanes-Oxley Act Of 2002
In connection with the Quarterly Report of Savers Value Village, Inc. (the “Company”) on Form 10-Q for the period ending October 3, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael W. Maher, Chief Financial Officer and Treasurer of the Company certify, to the best of my knowledge, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 5, 2026
| /s/ Michael W. Maher | ||
| Name: Michael W. Maher | ||
| Title: Chief Financial Officer and Treasurer (Principal Financial Officer) | ||