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Savers Value Village, Inc.

For the period ended Sep 27, 2025. Filed Oct 30, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 27, 2025 · Filed Oct 30, 2025

SVV$10.61+7.8%Stored close · as of Nov 9, 2026

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Notes to Interim Condensed Consolidated Financial Statements

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 September 27, 2025 and for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024, 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 December 28, 2024, 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 December 28, 2024, and related notes included in the most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 21, 2025. 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 offering

On May 16, 2025, certain funds, investment vehicles or accounts managed or advised by the Private Equity Group of Ares Management Corporation (“Ares”) and Mark Walsh, the chief executive officer of the Company (collectively, the “Selling Stockholders”), sold 17.3 million shares, including approximately 2.3 million shares pursuant to the exercise of the underwriters’ over-allotment option (the “Offering”). The Company didnot receive any proceeds from sales made by the Selling Stockholders but incurred approximately $1.2 million in costs associated with the Offering, which were recorded within selling, general and administrative in the unaudited interim Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income for the thirty-nine weeks ended September 27, 2025.

In connection with the Offering, the Company purchased from the underwriters approximately 2.3 million shares of common stock at a total cost of approximately $20.0 million, excluding excise tax, at a price per share equal to the price per share paid by the underwriters to the Selling Stockholders (the “Concurrent Share Repurchase”). The underwriters did not receive any compensation for the shares repurchased by the Company. See Note 9. Share Repurchases for further details.

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 December 28, 2024.

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 EndedThirty-Nine Weeks Ended
(in thousands)September 27, 2025September 28, 2024September 27, 2025September 28, 2024
Retail sales$408,343$375,587$1,155,532$1,080,304
Wholesale sales18,59219,21058,75655,328
Total net sales$426,935$394,797$1,214,288$1,135,632

Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require that public business entities on an annual basis disclose specific categories in the rate reconciliation table, provide additional information for reconciling items that meet a quantitative threshold and provide additional information about income taxes paid. The amendments in this update are effective for annual periods beginning after December 15, 2024. This guidance is expected to impact the Company’s disclosures only with no impact to its results of operations, financial position or cash flows.

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.

Note 3.2 Peaches Acquisition

On May 6, 2024, the Company acquired all of the equity of 2 Peaches Group, LLC (“2 Peaches”) for $5.4 million, which was comprised of cash consideration of $3.5 million, including a holdback of $0.5 million, and acquisition-related contingent consideration with an initial fair value of $1.9 million (the “2 Peaches Acquisition”). 2 Peaches is a thrift store chain with seven locations in the Atlanta, Georgia, metropolitan area. The acquired stores are the Company’s first locations in the state of Georgia and will serve as a base for the Company’s entrance and expansion into the southeast region of the U.S.

The acquisition-related contingent consideration arrangement with an initial fair value of $1.9 million required us to make a future cash payment of up to $2.7 million upon achievement of specific milestones. In September 2025, the Company paid $0.7 million to settle the acquisition-related contingent consideration obligation in full.

Note 4. Debt

Long-term debt consisted of the following:

(in thousands)September 27, 2025December 28, 2024
2025 Term Loan Facility$750,000$—
Senior Secured Notes—445,500
2021 Term Loan Facility—315,756
Total face value of debt750,000761,256
Less: current portion of long-term debt5,6256,000
Less: unamortized debt issuance costs and debt discount15,14420,123
Long-term debt, net$729,231$735,133

On February 6, 2025, the Company redeemed $44.5 million aggregate principal amount of the Senior Secured Notes (the “Notes”), equal to 10% of the outstanding balance at December 28, 2024. In addition to paying accrued interest, the Company paid a premium of 3%, or $1.3 million, on the partial redemption. This transaction resulted in a loss on extinguishment of debt of $2.7 million.

On September 18, 2025, the Company entered into new Senior Secured Credit Facilities (the “2025 Senior Secured Credit Facilities”), consisting of a $750 million term loan facility (the “2025 Term Loan Facility”) and a $180 million revolving credit facility (the “2025 Revolving Credit Facility”). The proceeds of the 2025 Term Loan Facility were used, in part, to redeem the remaining aggregate principal amount of the Notes and repay all outstanding amounts under the term loan facility, dated as of April 26, 2021 (the “2021 Term Loan Facility”), including accrued interest and a premium of 4.875%, or $19.5 million, on the redemption of the Notes. As a result of this transaction, the Company recorded a $32.6 million loss on extinguishment of debt which included the $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.

The Company’s principal subsidiaries in the U.S. and Canada are borrowers under the 2025 Senior Secured Credit Facilities, and most of the Company’s U.S. and Canadian subsidiaries are guarantors. The 2025 Senior Secured Credit Facilities are secured by a first priority lien on substantially all assets of the borrowers and guarantors, subject to certain exceptions. The 2025 Revolving Credit Facility is senior to the 2025 Term Loan Facility in right of payment.

The 2025 Senior Secured Credit Facilities have customary affirmative and negative covenants, including restrictions on the Company’s ability to incur additional indebtedness, incur liens, make investments, make restricted payments, make optional prepayments on junior financings, engage in transactions with affiliates and make asset sales, in each case, subject to customary exceptions and baskets.

The 2025 Senior Secured Credit Facilities also have a customary uncommitted incremental facility of (i) the greater of $313.3 million and 1.0 times our EBITDA plus unused amounts under the “general” debt basket, plus (ii) an additional amount based on the Company’s leverage ratios or interest coverage ratio.

2025 Term Loan Facility

The 2025 Term Loan Facility matures in September 2032. Required minimum principal payments of $1.9 million are due quarterly. The Company is able to prepay amounts outstanding under the 2025 Term Loan Facility without a prepayment premium. The 2025 Term Loan Facility bears interest at a variable rate equal to a reference rate plus a margin ranging from 2.00% to 3.00% based on loan type and our first lien net leverage ratio.

The Company is required to prepay the 2025 Term Loan Facility with a percentage of the Company’s annual excess cash flow if the first lien net leverage ratio is greater than or equal to 4.00 to 1.00. The Company is also required to prepay the 2025 Term Loan Facility with a percentage of the net cash proceeds of certain asset sales, subject to customary reinvestment provisions, when the first lien net leverage ratio exceeds 4.00 to 1.00.

2025 Revolving Credit Facility

The 2025 Revolving Credit Facility matures in September 2030. The maximum available amount under the 2025 Revolving Credit Facility is $180 million, with $75 million available for letters of credit and a swingline sublimit of $25 million. As of September 27, 2025, there were no advances on the 2025 Revolving Credit Facility, there were $0.9 million of letters of credit outstanding and $179.1 million was available to borrow.

The interest rate on revolver draws is variable at a rate equal to the reference rate plus a margin of 1.50% or 3.00% based on loan type. A 0.375% commitment fee is payable quarterly on the unused portion of the 2025 Revolving Credit Facility.

The 2025 Revolving Credit Facility is subject to a financial maintenance covenant that requires us to ensure the first lien net leverage ratio, which is tested quarterly, does not exceed 7.75 to 1.00. The financial maintenance covenant is only applicable if the aggregate amount of revolving loans, swingline loans and letters of credit outstanding under the 2025 Revolving Credit Facility (excluding (i) letters of credit and (ii) for the first four fiscal quarters following the Closing Date, outstanding amounts incurred to finance the transactions contemplated by the 2025 Senior Secured Credit Facilities) exceeds 40% of the committed amount. The 2025 Revolving Credit Facility provides for customary equity cure rights.

Required minimum principal payments

Required minimum principal payments on debt for each of the following fiscal years as of September 27, 2025 are as follows:

(in thousands)
2025$—
20267,500
20277,500
20287,500
20297,500
Thereafter720,000
$750,000

Note 5. 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.

Recurring fair value measurements

The following table presents financial assets and financial liabilities that are measured at fair value on a recurring basis at September 27, 2025:

Fair Value Hierarchy
(in thousands)Level 1Level 2Level 3Total
Assets:
Money market funds$4,261$—$—$4,261
Interest rate swaps—1,304—1,304
Cross currency swaps—1,640—1,640
Marketable securities (1)2,770——2,770
Total$7,031$2,944$—$9,975
Liabilities:
Interest rate swaps$—$2,176$—$2,176
Cross currency swaps—2,167—2,167
Forward contracts—144—144
Total$—$4,487$—$4,487

(1)Represents investments held in a rabbi trust associated with the Company’s deferred compensation plan which is included in “Prepaid expenses and other current assets” and “Other assets” in the accompanying 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 December 28, 2024:

Fair Value Hierarchy
(in thousands)Level 1Level 2Level 3Total
Assets:
Money market funds$57,000$—$—$57,000
Forward contracts—4,574—4,574
Total$57,000$4,574$—$61,574
Liabilities:
Acquisition-related contingent consideration$—$—$2,000$2,000

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.

The fair value of the acquisition-related contingent consideration liability is measured using the probability-weighted present value of the potential payment. The probability-weighted present value of the potential payment is based on significant unobservable inputs, including management estimates and assumptions. Accordingly, the fair value of acquisition-related contingent consideration has been classified within Level 3. In September 2025, the Company paid $0.7 million to settle the 2 Peaches acquisition-related contingent consideration obligation in full.

The following table provides a reconciliation of the acquisition-related contingent consideration liability measured at fair value using Level 3 significant unobservable inputs:

(in thousands)
Balance at December 28, 2024$2,000
Change in fair value recorded in selling, general and administrative(326)
Balance at March 29, 20251,674
Change in fair value recorded in selling, general and administrative(886)
Balance at June 28, 2025788
Change in fair value recorded in selling, general and administrative(88)
Cash payment(700)
Balance at September 27, 2025$—

Non-recurring fair value measurements

The Company’s non-financial 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 non-financial assets in the period an impairment charge is recognized. During the thirteen andthirty-nine weeks ended September 27, 2025, the Company recognized impairment charges of$2.8 million on ROU lease assets and$1.2 million on property and equipment which are recorded in selling, general and administrative in the unaudited interim Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. 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 Company’s Notes were fully redeemed on September 18, 2025. The fair value of the Company’s Notes, based on Level 1 inputs, was $467.6 million at December 28, 2024. The fair value of borrowings under the Company’s 2025 Senior Secured Credit Facilities approximate 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 September 27, 2025. The fair value of borrowings under the Company’s previous Senior Secured Credit Facilities approximated their carrying value and were based on rate notices provided by the Administrative Agent (Level 2 inputs) at December 28, 2024.

Note 6. 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. Refer to Note 5. 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 September 27, 2025 and December 28, 2024, the Company’s forward contracts had USD equivalent notional amounts of $101.6 million and $102.5 million, respectively. In September 2025, the Company entered into cross currency swaps with USD notional amounts of $200.0 million as of September 27, 2025. In April 2024, the Company terminated its then-existing cross currency swaps, resulting in net proceeds of $28.1 million. Cross currency swaps and forward contracts were not designated in hedging relationships.

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 $600.0 million as of September 27, 2025. In April 2024, the Company terminated its then-existing interest rate swaps, resulting in net proceeds of $10.3 million. All interest rate swaps were designated as cash flow hedging instruments.

The fair value of derivative financial instruments were as follows:

(in thousands)Balance Sheet LocationSeptember 27, 2025December 28, 2024
Derivatives not designated as hedging instruments:
Forward contractsDerivative asset – current$—$4,574
Cross currency swapsDerivative asset – current1,640—
Total derivatives in an asset position$1,640$4,574
Forward contractsAccounts payable and accrued liabilities$144$—
Cross currency swapsDerivative liabilities – non-current2,167—
Total derivatives in a liability position$2,311$—
Derivatives designated as hedging instruments:
Interest rate swapsDerivative asset – current$1,304$—
Interest rate swapsDerivative liabilities – non-current$2,176$—
Deferred (loss) gain on interest rate swaps (1)Accumulated other comprehensive income$(900)$4,432

(1)Presented gross of immaterial income taxes.

The impact of derivative financial instruments on the unaudited interim Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income was as follows:

Thirteen Weeks EndedThirty-Nine Weeks Ended
(in thousands, gross of immaterial income taxes)September 27, 2025September 28, 2024September 27, 2025September 28, 2024
(Gain) loss on forward contracts recognized in loss (gain) on foreign currency, net$(1,848)$1,193$2,745$733
Loss (gain) on cross currency swaps recognized in loss (gain) on foreign currency, net$532$—$532$(7,647)
Gain on interest rate swaps recognized in interest expense, net$(30)$(2,637)$(4,462)$(8,341)

The table below presents the effect of cash flow hedge accounting on comprehensive (loss) income:

Thirteen Weeks EndedThirty-Nine Weeks Ended
(in thousands, gross of immaterial income taxes)September 27, 2025September 28, 2024September 27, 2025September 28, 2024
(Loss) gain recognized in other comprehensive loss$(870)$—$(870)$2,364
Gain reclassified from accumulated other comprehensive income into net (loss) income$30$2,637$4,462$8,341

Amounts reclassified from accumulated other comprehensive income into net (loss) income are recognized in interest expense, net in the unaudited interim Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Within the next twelve months, the Company estimates that $1.2 million of gains currently recognized within accumulated other comprehensive income will be reclassified as a decrease in interest expense, net.

Note 7. 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 it 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 in the unaudited interim Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

Beginning in the first quarter of fiscal 2025, the Company revised its calculation of segment profit to include, among other things, lease expense as recognized under Topic 842, consistent with the information provided to the CODM. Previously, segment profit included cash-basis rent. Prior period amounts have been recast to reflect this change, resulting in an increase in segment profit of $1.1 million for the U.S. Retail segment and a decrease of $0.4 million for the Canada Retail segment for the thirteen weeks ended September 28, 2024. For the thirty-nine weeks ended September 28, 2024, the recast resulted in a decrease in segment profit of $3.9 million for the U.S. Retail segment and a decrease of $1.1 million for the Canada Retail segment.

Segment profit may not be comparable to similarly titled measures used by other entities. These measures should not be considered as alternatives to our GAAP measures of operating income, net (loss) income 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.

Thirteen Weeks Ended September 27, 2025
(in thousands) · U.S. Retail · Canada Retail · Total
Segment sales$234,712$159,608$394,320
Segment expenses:
Cost of merchandise sold, exclusive of depreciation and amortization109,03864,379173,417
Salaries, wages and benefits32,45918,09550,554
Selling, general and administrative45,25931,79877,057
Total segment expenses186,756114,272301,028
Segment profit$47,956$45,33693,292
Reconciliation of profit
Other profit8,650
General corporate expenses47,281
Depreciation and amortization18,320
Operating income36,341
Interest expense, net17,276
Loss on foreign currency, net3,839
Loss on extinguishment of debt32,621
Other income, net(66)
Loss before income taxes$(17,329)
Thirteen Weeks Ended September 28, 2024
(in thousands) · U.S. Retail · Canada Retail · Total
Segment sales$212,470$151,886$364,356
Segment expenses:
Cost of merchandise sold, exclusive of depreciation and amortization96,96159,707156,668
Salaries, wages and benefits29,37217,79847,170
Selling, general and administrative41,34529,40170,746
Total segment expenses167,678106,906274,584
Segment profit$44,792$44,98089,772
Reconciliation of profit
Other profit9,257
General corporate expenses33,094
Depreciation and amortization17,297
Operating income48,638
Interest expense, net15,466
Gain on foreign currency, net(2,443)
Other expense, net168
Income before income taxes$35,447
Thirty-Nine Weeks Ended September 27, 2025
(in thousands) · U.S. Retail · Canada Retail · Total
Segment sales$674,310$443,199$1,117,509
Segment expenses:
Cost of merchandise sold, exclusive of depreciation and amortization310,961186,897497,858
Salaries, wages and benefits96,59954,667151,266
Selling, general and administrative131,28391,508222,791
Total segment expenses538,843333,072871,915
Segment profit$135,467$110,127245,594
Reconciliation of profit
Other profit26,029
General corporate expenses132,276
Depreciation and amortization58,582
Operating income80,765
Interest expense, net48,075
Gain on foreign currency, net(6,403)
Loss on extinguishment of debt35,339
Other expense, net137
Income before income taxes$3,617
Thirty-Nine Weeks Ended September 28, 2024
(in thousands) · U.S. Retail · Canada Retail · Total
Segment sales$612,118$435,841$1,047,959
Segment expenses:
Cost of merchandise sold, exclusive of depreciation and amortization275,595175,425451,020
Salaries, wages and benefits86,27452,271138,545
Selling, general and administrative116,77884,374201,152
Total segment expenses478,647312,070790,717
Segment profit$133,471$123,771257,242
Reconciliation of profit
Other profit26,336
General corporate expenses133,479
Depreciation and amortization52,978
Operating income97,121
Interest expense, net47,309
Gain on foreign currency, net(547)
Loss on extinguishment of debt4,088
Other income, net(222)
Income before income taxes$46,493

Note 8. Net (Loss) Income Per Share

Basic net (loss) income per share is computed by dividing net (loss) income by the weighted-average number of shares outstanding during the period. Diluted net (loss) income per share gives effect to all potentially dilutive common equivalent shares outstanding for the period under the treasury stock method.

Basic and diluted net (loss) income per share were as follows:

Thirteen Weeks EndedThirty-Nine Weeks Ended
(in thousands, except per share data)September 27, 2025September 28, 2024September 27, 2025September 28, 2024
Numerator
Net (loss) income$(14,003)$21,681$191$30,926
Denominator
Basic weighted average shares outstanding155,770160,856156,939161,301
Dilutive effect of employee stock options and awards—4,8156,2855,940
Diluted weighted average shares outstanding (1)155,770165,671163,224167,241
Net (loss) income per share (2)
Basic$(0.09)$0.13$0.00$0.19
Diluted$(0.09)$0.13$0.00$0.18

(1)For the thirteen and thirty-nine weeks ended September 27, 2025, the calculation of diluted net (loss) income per share excludes the effect of 12.5 million and 6.8 million, respectively, of potential shares of common stock relating to awards of stock options and restricted stock units that, if exercised or vested, would have been antidilutive. For the thirteen and thirty-nine weeks ended September 28, 2024, the calculation of diluted net income per share excludes the effect of 3.9 million and 2.9 million, respectively, of potential shares of common stock relating to awards of stock options and restricted stock units that, if exercised or vested, would have been antidilutive.

(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 (loss) income per share may not equal the sum of the quarters.

Note 9. Share Repurchases

Concurrent share repurchase

As part of the Offering, the Company purchased from the underwriters approximately 2.3 million shares of 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 Concurrent Share Repurchase from its existing cash on hand and it was not part of its share repurchase program authorized in November 2023.

In November 2023, the Company 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 expires on November 8, 2025. The 2023 Share Repurchase Program does not obligate us to purchase any minimum number of shares, and the program may be suspended, modified or discontinued at any time without prior notice. The timing, actual number and value of any additional shares purchased depends on a variety of factors, including, but not limited to, the market price of the Company’s common stock, general business and market conditions, other investment opportunities and applicable regulatory requirements.

Under the 2023 Share Repurchase Program, the Company repurchased 1.8 million shares at a weighted average price of $8.37 and a total cost of $15.3 million, excluding commissions and excise tax, during the thirty-nine weeks ended September 27, 2025. The Company didnot repurchase any shares during the thirteen weeks ended September 27, 2025. During the thirteen and thirty-nine weeks ended September 28, 2024, the Company repurchased 1.8 million and 2.1 million shares, respectively, at a weighted average price of $9.86 and $10.09, respectively, and a total cost of $17.6 million and $20.9 million, respectively, excluding commissions and excise tax. As of September 27, 2025, the Company had $2.8 million remaining under the 2023 Share Repurchase Program.

The Company 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 becomes 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 Securities Act Rule 10b-18 and Securities 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.

Note 10. 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 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 effective tax rate for the thirteen and thirty-nine weeks ended September 28, 2024 was 38.8% and 33.5%, respectively. The effective tax rate differed from the federal statutory rate primarily due to Internal Revenue Code Section 162(m) excess compensation.

The Organization for Economic Cooperation and Development (“OECD”) proposed model rules to ensure a minimal level of taxation (commonly referred to as Pillar II) and the European Union member states have agreed to implement Pillar II’s proposed global corporate minimum tax rate of 15%. We considered the applicable tax law changes from Pillar II implementation in the relevant countries in which we operate, and there is no material impact to our tax provision for the thirteen and thirty-nine weeks ended September 27, 2025. We will continue to evaluate the impact of these tax law changes in future reporting periods.

The One Big Beautiful Bill Act (“OB3”) was enacted on July 4, 2025, which includes wide-ranging tax reforms for businesses. OB3 extends and modifies certain provisions of the Tax Cuts & Jobs Act ("TCJA") and makes certain key elements permanent, including 100% bonus depreciation, immediate expensing of domestic research costs and the deductibility of business interest expense. GAAP requires the effect of a change in tax law to be recognized in the interim period that includes the enactment date. Accordingly, the Company’s unaudited interim condensed consolidated financial statements for the thirteen and thirty-nine weeks ended September 27, 2025 reflect adjustments related to OB3 based on the Company's best estimate using currently available information. The primary effect of OB3 is expected to be a favorable change in the timing of cash taxes for fiscal 2025, resulting from certain accelerated deductions. We currently do not anticipate a material impact to our effective tax rate in fiscal 2025 as a result of OB3. The final impact of OB3 may differ from this initial estimate due to factors such as final regulations, interpretive guidance, changes in state tax law conformity and evolving business strategies. The Company will continue to evaluate the implications of OB3 and record any adjustments in its results of operations, financial position and cash flows in the upcoming quarter as necessary.

In the normal course of business, the Company is required to make estimated tax payments throughout the year based on the expected tax liability for the full year. This typically results in a prepaid balance during the first half of the year, as the Company earns most of its profit in the second half of the year. The prepaid balance as of September 27, 2025 also reflects the impact of the aforementioned new legislation based on the Company’s preliminary assessment. As stated above, the Company will further evaluate its full impact and report any adjustments in upcoming quarters. As of September 27, 2025, the Company had a $35.6 million balance in prepaid income taxes, which is classified in prepaid expenses and other current assets in the unaudited interim Condensed Consolidated Balance Sheets.

Note 11. 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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