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Savers Value Village, Inc.

For the period ended Jan 3, 2026. Filed Feb 20, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Feb 20, 2026

SVV$9.84+8.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

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Previous report: 10-K

Period ended 2024-12-28; filed 2025-02-21.

0001883313-25-000013

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2026-01-03; filed 2026-02-20.

0001883313-26-000014

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 174 previous paragraphs and 173 current paragraphs.

63 unchanged; 62 reworded; 46 added; 47 removed; 2 previous and 2 current paragraphs rearranged.

Tables are not compared: 17 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (46)

Current report

The Company reports on a fiscal year basis, which ends on the Saturday nearest December 31. Our last two fiscal years consisted of the 53 weeks ended January 3, 2026 (“fiscal 2025”) and the 52 weeks ended December 28, 2024 (“fiscal 2024”).

Current report

The Company’s results for fiscal 2025 included the benefit of one additional week (the "53rd week") relative to the prior year comparative period.

Current report

The following highlights our financial results for fiscal 2025. Comparisons are to fiscal 2024:

Current report

•Total Company net sales increased 9.2% to $1.68 billion. Excluding the benefit of the 53rd week, net sales increased 7.3%, constant-currency net sales increased 8.2% and comparable store sales increased 4.7%.

Current report

•For the U.S., net sales increased 12.9%. Excluding the benefit of the 53rd week, net sales increased 10.8% and comparable store sales increased 6.6%.

Current report

•For Canada, net sales increased 3.6%. Excluding the benefit of the 53rd week, net sales increased 2.0%, constant-currency net sales increased 4.1% and comparable store sales increased 2.0%.

Current report

•The Company opened 26 new stores, ending fiscal 2025 with 367 stores.

Current report

•The Company recorded pre-opening expenses of $16.0 million in fiscal 2025, compared to $16.7 million in fiscal 2024.

Current report

•Net income was $22.6 million, or $0.14 per diluted share, which included a $35.7 million pre-tax loss on extinguishment of debt. Net income margin was 1.3%.

Current report

•Adjusted net income was $72.7 million, or $0.45 per diluted share.

Current report

•Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) was $255.7 million and Adjusted EBITDA margin was 15.2%. Changes in foreign currency exchange rates negatively impacted Adjusted EBITDA by $2.4 million during fiscal 2025.

Current report

Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA and Adjusted EBITDA margin, as well as amounts presented on a constant-currency basis, 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.

Current report

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 “Secondary Offering”). The Company did not receive any proceeds from sales made by the Selling Stockholders but incurred approximately $1.2 million in costs associated with the Secondary Offering, which were recorded in selling, general and administrative expenses in the Consolidated Statement of Operations and Comprehensive Income for fiscal 2025.

Current report

In connection with the Secondary 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 share repurchase from its existing cash on hand and it was not part of its existing share repurchase program authorized in November 2023.

Current report

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 Senior Secured Notes (the “Notes”), including accrued interest and a premium of 4.875%, or $19.5 million, and repay all outstanding borrowings under the term loan facility, dated as of April 26, 2021 (the “2021 Term Loan Facility”). 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.

Current report

Concurrent with the debt refinancing, the Company entered into interest rate swaps with U.S. dollar (“USD”) notional amounts of $600 million and cross currency swaps with USD notional amounts of $200 million.

Current report

On December 23, 2025, the Company repaid $20.0 million in outstanding borrowings under the 2025 Term Loan Facility. This transaction resulted in a loss on extinguishment of debt of $0.4 million reflecting the write-off of a proportional amount of unamortized debt issuance costs and debt discount associated with the repayment.

Current report

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 became effective on 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.

Current report

The Company published its 2025 Impact & Sustainability Report covering fiscal 2024. The report highlights continued progress in advancing its environmental, social and governance (ESG) initiatives, including expanding its greenhouse gas emissions assessment, continued prioritization of team member development, advancements made toward reducing its operational footprint, and the ongoing evolution of its data privacy and cybersecurity programs. Together, these efforts further the Company’s mission of making secondhand second nature. The report can be found at https://ir.savers.com/esg.

Current report

The following table summarizes the Company’s store count activity forfiscal 2025:

Current report

Corporate SG&Aincreased by$1.9 million, or 3.8%, during fiscal 2025, compared to fiscal 2024. Theincrease primarily reflects investments in information technology, as well as debt transaction and Offering costs, partially offset by the year-over-year change in the fair value of acquisition-related contingent consideration and decreases in marketing and other professional service costs.

Current report

The $5.6 million decrease in gain on interest rate swaps resulted from the full reclassification in May 2025 of the remaining deferred gain recorded in accumulated other comprehensive income related to the interest rate swap terminated in April 2024.

Current report

The following table presents (gain) loss on foreign currency, net:

Current report

In fiscal 2025, loss on extinguishment of debt of $35.7 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 ofthe remaining aggregate principal amount of the Notes and repayment of all outstanding borrowings under the 2021 Term Loan Facility on September 18, 2025 having used 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. In addition, on December 23, 2025, the Company repaid $20.0 million in outstanding borrowings under the 2025 Term Loan Facility which resulted in a loss on extinguishment of debt of $0.4 million reflecting the write-off of a proportional amount of unamortized debt issuance costs and debt discount associated with the repayment..

Current report

(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. Beginning in fiscal 2025, this line does not include realized (gains) losses on forward contracts. The impact of the change is inconsequential to prior periods, so we have not recast previous year amounts to reflect this change.

Current report

(7)Fiscal 2025 includes store impairment and other related charges of $5.9 million, accelerated amortization and depreciation of $4.2 million due to a reduction of the estimated useful lives for certain acquisition-related intangible assets and store-related property and equipment, and a reduction to the fair value of acquisition-related contingent consideration of $1.3 million. Fiscal 2024 includes an impairment charge on long-lived assets of $4.3 million.

Current report

(6)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. Beginning in fiscal 2025, this line does not include realized (gains) losses on forward contracts. The impact of the change is inconsequential to prior periods, so we have not recast previous year amounts to reflect this change.

Current report

(7)Fiscal 2025 includes store impairment and other related charges of $5.9 million, as well as a reduction to the fair value of acquisition-related contingent consideration of $1.3 million. Fiscal 2024 includes an impairment charge on long-lived assets of $4.3 million.

Showing the first 40 of 46 passages. Open the source sections for the rest.

Removed paragraphs (47)

Previous report

In response to the macroeconomic pressures in Canada, we have been actively testing different approaches to improve our Canadian business, particularly in the areas of selection and pricing, to drive foot traffic, increase conversion and improve our overall value perception among consumers.

Previous report

In April 2024, we terminated our interest rate swaps and cross currency swaps realizing net proceeds of$38.4 million.

Previous report

On May 6, 2024, the Company acquired all of the equity of 2 Peaches Group, LLC (“2 Peaches”) for $5.4 million, which is 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. Goodwill arising from the acquisition amounted to less than $0.1 million.

Previous report

On June 27, 2024, the Company entered into a fourth amendment to its Senior Secured Credit Facilities that, among other things, increased the maximum amount available under the Revolving Credit Facility by$50.0 million to$125.0 million, and extended the maturity date of the Revolving Credit Facility from April 26, 2026 to April 26, 2027.

Previous report

On February 6, 2025, the Company redeemed $44.5 million aggregate principal amount of Senior Secured Notes and paid accrued interest and a premium on the partial redemption. Subsequent to the partial redemption, the Company had total borrowings of $716.8 million outstanding.

Previous report

The Company currently defines comparable store sales to be sales by stores that have been in operation for all or a portion of two consecutive fiscal years, or, in other words, stores that are starting their third fiscal year of operation. Beginning with the first quarter of fiscal year 2025, the Company will define comparable store sales to be sales by stores that have been in operation for all or a portion of 14 months to more closely conform with common retail practice. The impact of this change to previously reported comparable store sales is de minimis and amounts for prior periods will not be recast.

Previous report

Our number of open stores increased to 351 stores as of December 28, 2024, from 326 stores as of December 30, 2023. The increase in stores resulted from the opening of ten net new stores in the U.S., six net new stores in Canada and two new stores in Australia, as well as the addition of seven stores through the 2 Peaches acquisition.

Previous report

Beginning in the second quarter of fiscal year 2024, we have updated the way we define personnel costs classified within cost of merchandise sold and have recast the prior period accordingly. This update had no impact on the total cost of merchandise sold. Specifically, we have updated personnel costs classified within cost of merchandise sold to include offsite processing production labor due to the continued growth of offsite processing. Historically, these costs were included in other costs classified within cost of merchandise sold.

Previous report

Corporate SG&Aincreased by$6.8 million, or 12.9%, during fiscal year 2024, compared to fiscal year 2023. The increase primarily reflectsan increase in information technology expenses and an impairment charge on our long-lived assets, partially offset by reduced expenditures on professional services.

Previous report

The following table presents (loss) gain on foreign currency, net:

Previous report

In fiscal year 2023, the Company used net proceeds from its IPO, net proceeds from issuing $550.0 million aggregate principal amount of Senior Secured Notes and cash on hand to repay $485.8 million in outstanding borrowings on its Term Loan Facility and $55.0 million aggregate principal amount of its Senior Secured Notes, resulting in a loss on extinguishment of debt of $16.6 million.

Previous report

Beginning in fiscal year 2025, the Company is adjusting its approach for calculating the tax effect on adjustments within its Adjusted net income and Adjusted net income per diluted share metrics. Through fiscal year 2024, the Company applied the overall effective tax rate for the year to the respective adjustments in determining Adjusted net income and Adjusted net income per diluted share. Effective fiscal year 2025, the Company will utilize the tax rate specifically applicable to the respective adjustments. Details of these changes and a reconciliation of the definitions prior to fiscal year 2025 to the go-forward definition is presented in the table and related footnotes below.

Previous report

(5)Represents dividend-related bonus and related payroll taxes paid in conjunction with our February 2023 dividends.

Previous report

(7)Other adjustments include the effect of asset disposals. Fiscal year 2024 also includes an impairment charge on long-lived assets of $4.3 million. Fiscal year 2023 also includes legal and insurance settlement proceeds of $4.7 million.

Previous report

(8)Tax effect on adjustments as defined through fiscal year 2024 is calculated based on the overall effective tax rate for the respective periods. The effective tax rate for fiscal year 2023 is adjusted to remove Section 162(m) limitations and the tax benefit of restructuring.

Previous report

(9)Represents a one-time tax benefit of $31.3 million associated with an internal legal entity restructuring in fiscal year 2023.

Previous report

Beginning in fiscal year 2025, the Company is updating its definition of Adjusted EBITDA to include non-cash occupancy-related costs, pre-opening expenses and store closing expenses, all of which were excluded under its previous definition of Adjusted EBITDA. Details of these changes and a reconciliation of the definitions prior to fiscal year 2025 to the go-forward definition is presented in the table and related footnotes below.

Previous report

(3)Represents the difference between cash payments and straight-line lease expense.

Previous report

(5)Pre-opening expenses include expenses incurred in the preparation and opening of new stores and processing locations, such as payroll, training, travel, occupancy and supplies.

Previous report

(6)Costs associated with the closing of certain retail locations, including lease termination costs, amounts paid to third parties for rent reduction negotiations, and fees paid to landlords for store closings.

Previous report

(9)Represents dividend-related bonus and related payroll taxes paid in conjunction with our February 2023 dividends.

Previous report

(10)Other adjustments include the effect of asset disposals. Fiscal year 2024 also includes an impairment charge on long-lived assets of $4.3 million. Fiscal year 2023 also includes legal and insurance settlement proceeds of $4.7 million.

Previous report

Net cash provided by operating activities was $134.3 million for fiscal year 2024, compared to $175.2 million for fiscal year 2023, a decrease of $40.9 million. The $40.9 million decrease is primarily due to a $25.7 million increase in income taxes paid, net and an $11.7 million decrease in operating income.

Previous report

Net cash used in financing activities was $17.0 million for fiscal year 2023, consisting primarily of $524.9 million of net proceeds from the issuance of our Senior Secured Notes and $305.7 million of net proceeds from our IPO, offset by $547.9 million of principal payments on our long-term debt, the payment of $262.2 million in dividends and a net repayment of $42.0 million on our Revolving Credit Facility.

Showing the first 40 of 47 passages. Open the source sections for the rest.

Reworded paragraphs (62)

Previous wording

You should read the following discussion and analysis of the financial condition and results of operations of Savers Value Village, Inc. in conjunction with our audited consolidated financial statements and related notes and other financial information included in this Annual Report. This section of this Annual Report generally discusses fiscal year 2024 and 2023 items and year-to-year comparisons between fiscal years 2024 and 2023. Discussions of fiscal year 2022 items and year-to-year comparisons between fiscal years 2023 and 2022 are not included in this Annual Report on Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, which was filed with the SEC on March 8, 2024.

Current wording

You should read the following discussion and analysis of the financial condition and results of operations of Savers Value Village, Inc. in conjunction with our audited consolidated financial statements and related notes and other financial information included in this Annual Report. This section of this Annual Report generally discusses fiscal 2025 and 2024 items and year-to-year comparisons between fiscal 2025 and 2024. Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and 2023 are not included in this Annual Report on Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 28, 2024, which was filed with the SEC on February 21, 2025.

Previous wording

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. and its predecessor entities.

Current wording

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..

Previous wording

We are the largest for-profit thrift operator in the United States (“U.S.”) and Canada based on number of stores and operate a totalof 351 stores under the Savers®, Value Village®, Value Village Boutique™, Village des Valeurs™, 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 ESG principles, 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.

Current wording

We are the largest for-profit thrift operator in the United States (“U.S.”) and Canada based on number of stores and operated a totalof 367 stores as of January 3, 2026 under the Savers®, Value Village®, Value Village Boutique™, Village des Valeurs MD, 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.

Previous wording

We offer a dynamic, ever-changing selection of items, with an average unit retail (“AUR”) price of approximately $5. Our most engaged customers are members of our Super Savers Club® loyalty program. As of December 28, 2024, we had 5.9 million total active members enrolled in our U.S. and Canadian loyalty programs who have shopped with us during fiscal year 2024, compared to 5.3 million total active members as of December 30, 2023. Active members drove 72.4% of retail sales during fiscal year 2024, compared to 70.3% during fiscal year 2023.

Current wording

We offer a dynamic, ever-changing selection of items, with an average unit retail (“AUR”) price of approximately $5. 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, compared to 5.9 million total active members as of December 28, 2024. Active members drove 72.7% of retail sales during fiscal 2025, compared to 72.4% during fiscal 2024.

Previous wording

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 usually of higher quality and collectively have a lower cost than product sourced through other channels. OSDs and GreenDrop are collectively the largest part of our supply mix, accounting for 76.3% of our total pounds processed for fiscal year 2024, compared to 73.6% for fiscal year 2023.

Current wording

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 and accounted for 78.0% and 76.3%of our total pounds processed for fiscal 2025 and 2024, respectively.

Previous wording

•GreenDrop locations: Attended donation stations that collect donations of items made by individuals to our NPPs at convenient and well-signed brick and mortar and trailer locations in neighborhoods surrounding 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”).

Current wording

•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”).

Previous wording

•Delivered supply: Delivered supply comprises donations delivered either to our CPCs or our stores, or both. These donations can be collected by our NPPs through a variety of methods such as neighborhood collections or donation drives, or we may solicit, collect and deliver the items on behalf of our NPPs.

Current wording

•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.

Previous wording

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. In fiscal year 2024, we processed 1.0 billion pounds of secondhand goods, compared to 984 million in fiscal year 2023. We are actively implementing our offsite processing strategy which allows us to process goods at larger-scale facilities and distribute goods 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.

Current wording

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. In fiscal 2025, we processed 1.1 billion pounds of secondhand goods, compared to 1.0 billion in fiscal 2024. 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.

Previous wording

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 at convenient locations. Our sales floor inventory is also regularly rotated and refreshed, providing our customers with an extensive, ever-changing selection at tremendous value.

Current wording

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.

Previous wording

The macroeconomic environment in Canada remains challenging, with elevated levels of unemployment and a high cost of living that is especially hard on low-income consumers. In periods of perceived or actual unfavorable economic conditions, consumers may reallocate their discretionary spending, which may adversely impact demand for the Company’ products and our profitability.

Current wording

There remains significant uncertainty in the current macroeconomic environment, driven by several factors, including global trade policies and tariffs. While the Company is not directly impacted by tariffs due to its hyper-local procurement model, in periods of perceived or actual unfavorable economic conditions, consumers may reallocate their discretionary spending, which may adversely impact demand for the Company’ products and its profitability.

Previous wording

During fiscal year 2024, under our $50.0 million share repurchase program announced in November 2023, we repurchased 3.2 million shares at a weighted average price of$9.95 and atotal cost of$31.9 million. As of December 28, 2024, the Company had$18.1 million remaining under the share repurchase program.

Current wording

During fiscal 2025, under its share repurchase programs, the Company repurchased 2.9 million shares at a weighted average price of $8.51 and a total cost of $25.1 million, excluding commissions and excise tax. As of January 3, 2026, the Company had $41.7 million remaining under the 2025 Share Repurchase Program (as defined below).

Previous wording

The following table summarizes our key performance indicators for the periods indicated:

Current wording

The following table summarizes certain key performance indicators for the periods indicated:

Previous wording

(2)Total comparable store sales and the total number of stores include our Australia retail locations, in addition to the U.S. and Canada.

Current wording

(1)Total comparable store sales include our Australia retail locations, in addition to the U.S. and Canada.

Previous wording

(1)Comparable store sales is the percentage change in comparable store sales over the comparable period in the prior fiscal year. Through fiscal year 2024, we define comparable store sales to be sales by stores that have been in operation for all or a portion of two consecutive fiscal years, or, in other words, stores that are starting their third fiscal year of operation. Comparable store sales excludes stores acquired in the 2 Peaches Acquisition. For fiscal year 2023, comparable store sales excludes stores acquired in the acquisition of 2nd Ave. because those stores were not yet fully integrated during the prior year comparative period. Comparable store sales is measured in local currency for Canada, while total comparable store sales is measured on a constant-currency basis.

Current wording

Comparable store sales is the percentage change in comparable store sales over the comparable period in the prior fiscal year. Beginning in fiscal 2025, comparable store sales is defined as sales by stores that have been in operation for all or a portion of 14 months. The impact of the change is inconsequential to prior periods, so we have not recast previous year amounts to reflect this change. For the periods presented, comparable store sales exclude stores acquired from 2 Peaches Group, LLC (the “2 Peaches Acquisition”). 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 for fiscal 2025 excludes the benefit of the 53rd week and compares the first 52 weeks in fiscal 2025 to the 52-week period reported for fiscal 2024.

Previous wording

During fiscal year 2024, our comparable store sales were relatively flat. During fiscal year 2023, our comparable store sales increased 4.7%, primarily reflecting growth in transaction volume.

Current wording

During fiscal 2025, our comparable store sales increased 4.7%, primarily reflecting higher average basket and transactions. During fiscal 2024, our comparable store sales were relatively flat.

Previous wording

We define pounds processed as the total number of pounds of goods processed during the period, excluding furniture and other large items. We process inventory by receiving goods directly from our NPPs or through OSDs and GreenDrop, sorting them, and placing them on the sales floor. 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 believe investors can use this metric to assist in their evaluation of our sales growth and sales yield.

Current wording

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. 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. 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.

Previous wording

During fiscal years 2024 and 2023, we processed 1.0 billion and 984 million pounds of supply, respectively, of which 76.3% and 73.6% was comprised of supply from OSDs and GreenDrop, respectively.

Current wording

During fiscal 2025 and 2024, we processed 1.1 billion and 1.0 billion pounds of supply, respectively, of which 78.0% and 76.3% was comprised of supply from OSDs and GreenDrop, respectively.

Previous wording

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.

Current wording

We define sales yield as retail sales generated per pound processed on a currency neutral and comparable store basis. For fiscal 2025, sales yield is calculated based on the first 52 weeks in the period. 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.

Previous wording

Our sales yield forfiscal year 2024 was $1.46, compared to $1.48 forfiscal year 2023. The 1.4% decline in sales yield primarily reflects a decrease in items sold per pound processed, partially offset by items sold at higher price points.

Current wording

Our sales yield forfiscal 2025 was $1.47, compared to $1.46 forfiscal 2024. The 0.7% increase in sales yield primarily reflects items sold at higher price points, largely offset by a decrease in items sold per pound processed.

Previous wording

Cost of merchandise sold per pound processed during fiscal years 2024 and 2023 was $0.66 and $0.63, respectively.

Current wording

Cost of merchandise sold per pound processed during fiscal 2025 and 2024 was $0.68 and $0.66, respectively.

Previous wording

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 while reducing the number of stores in low-growth markets.

Current wording

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.

Previous wording

Retail sales increased by $36.4 million, or 2.5%, during fiscal year 2024, compared to fiscal year 2023. The increase in retail sales resulted prima rily from growth in our store base, partially offset by the unfavorable impact of foreign currency exchange rates.

Current wording

Retail sales increased by $138.2 million, or 9.4%, during fiscal 2025, compared to fiscal 2024. The increase in retail sales resulted prima rily from a 4.7% increase in comparable store sales, growth in our store base and $27.7 million of sales attributable to the 53rd week of fiscal 2025, partially offset by the unfavorable impact of foreign currency exchange rates.

Previous wording

The following table presents cost of merchandise sold, exclusive of depreciation and amortization (“cost

Current wording

The following table presents cost of merchandise sold, exclusive of depreciation and amortization (“cost of merchandise sold”):

Previous wording

Cost of merchandise sold increased 230 basis points to 43.6% of net sales during fiscal year 2024, compared to 41.3% during fiscal year 2023. The 230 basis point increase primarily reflects deleverage of cost of merchandise sold as a percentage of net sales on comparable store sales, as well as the impact of new stores and new offsite processing facilities.

Current wording

Cost of merchandise sold increased 110 basis points to 44.7% of net sales during fiscal 2025, compared to 43.6% during fiscal 2024. The 110 basis point increase primarily reflects the impact of new stores and deleverage of cost of merchandise sold as a percentage of net sales on comparable store sales in Canada due to higher processing, partially offset by the favorable impact of year-over-year growth in OSDs.

Previous wording

Personnel costs classified within cost of merchandise sold were$393.1 million during fiscal year 2024, compared to $378.6 million during fiscal year 2023. As a percentage of net sales, personnel costs classified within cost of merchandise sold was 25.6% during fiscal year 2024, compared to 25.2% during fiscal year 2023. The $14.5 million increase in personnel costs resulted primarily from growth in our store base, the opening of new offsite processing facilities and higher wages.

Current wording

Personnel costs classified within cost of merchandise sold were $461.1 million during fiscal 2025, compared to $393.1 million during fiscal 2024. The $68.0 million increase in personnel costs resulted primarily from growth in our store base, increased labor to support higher processing, the opening of new offsite processing facilities and higher wage rates.

Previous wording

Personnel costs for our retail and wholesale operations increased by $7.5 million, or 3.9%, during fiscal year 2024, compared to fiscal year 2023. The increase primarily reflects growth in our store base and higher wages, partially offset by a reduction to annual incentive plan expense.

Current wording

Personnel costs for our retail and wholesale operations increased by $22.8 million, or 11.3%, during fiscal 2025, compared to fiscal 2024. The increase primarily reflects growth in our store base, higher annual incentive plan expense, as well as increased labor and wage rates.

Previous wording

Personnel costs for our corporate employees decreased by $42.7 million, or 24.8%, during fiscal year 2024, compared to fiscal year 2023. Adjusting for the $24.1 million special one-time bonus and related taxes incurred during fiscal year 2023 in relation to the issuance of our Senior Secured Notes and a $14.1 million decrease in IPO-related stock-based compensation expense, personnel costs for our corporate employees decreased $4.5 million primarily reflecting a reduction to annual incentive plan expense, partially offset by higher wages and non-IPO-related stock-based compensation expense.

Current wording

Personnel costs for our corporate employees decreased by $4.8 million, or 3.7%, during fiscal 2025, compared to fiscal 2024, primarily reflecting a $29.5 million decrease in IPO-related stock-based compensation expense, largely offset by higher annual incentive plan expense, wages and non-IPO-related stock-based compensation expense.

Previous wording

SG&A for our retail and wholesale operations increased by$19.0 million, or 7.3%, during fiscal year 2024, compared to fiscal year 2023. The increase resulted primarily from growth in our store base which drove an increase in rent and utilities and store pre-opening expenses. In addition, we incurred elevated security costs which were offset by reduced expenditures on repairs and maintenance.

Current wording

SG&A for our retail and wholesale operations increased by$35.4 million, or 12.4%, during fiscal 2025, compared to fiscal 2024. Theincrease resulted primarily from growth in our store base, higher rent and utilities, as well as increased routine maintenance costs, partially offset by a decrease in marketing expenses.

Previous wording

The increase in depreciation and amortization resulted primarily from investments in new stores, offsite processing and information technology, as well as capital maintenance expenditures.

Current wording

The increase in depreciation and amortization resulted primarily from continued investments in new stores, offsite processing and information technology, as well as capital maintenance expenditures. In addition, the increase reflects accelerated amortization and depreciation of $4.2 million due to a reduction of the estimated useful lives for certain acquisition-related intangible assets and store-related property and equipment.

Previous wording

The decrease in interest expense, net was primarily due to a lower weighted average face value of debt and to a lesser extent, a decrease in the weighted average interest rate. The weighted average face value of debt decreased 18.1% from $944.3 million during fiscal year 2023 to $773.8 million during fiscal year 2024 primarily due to the timing of debt repayments. Over the same period, the weighted average interest rate decreased 72 basis points from 10.18% to 9.46%. This decrease was primarily due to the execution of the Third Amendment to our Senior Secured Credit Facilities on January 30, 2024, which lowered the total margin on existing borrowings under the Term Loan Facility by 151 basis points.

Current wording

The $5.3 million decrease in interest expense, net was primarily due to a lower weighted average face value of debt and a decrease in the weighted average interest rate. The weighted average face value of debt decreased 5.6% from $773.8 million during fiscal 2024 to $730.6 million during fiscal 2025 primarily reflecting debt repayments, partially offset by incremental borrowings associated with the September 2025 debt refinancing. Over the same period, the weighted average interest rate decreased 105 basis points from 9.46% to 8.41%, primarily due to lower interest rates on outstanding amounts under our term loan facilities and the reduction in the margin obtained in connection with the September 2025 debt refinancing.

Previous wording

Gains and losses on foreign currency relate primarily to movements in the Canadian dollar (“CAD”) relative to the U.S. dollar (“USD”). In fiscal year 2024, the USD strengthened against CAD resulting in remeasurement losses of $27.3 million arising primarily on USD-denominated debt held by one of our Canadian subsidiaries, which was the primary driver of foreign currency remeasurement gains and losses in both fiscal year 2024 and fiscal year 2023. We also recorded gains of $13.0 million in fiscal year 2024 on derivative instruments that we use to manage foreign currency exchange rate risk. The $9.8 million gainon foreign currency remeasurement in fiscal year 2023 resulted primarily from USD weakening against CAD, partially offset by losses of $3.1 million on derivative instruments that we use to manage foreign currency exchange rate risk.

Current wording

Gains and losses on foreign currency relate primarily to movements in the Canadian dollar (“CAD”) relative to the USD. In fiscal 2025, the USD weakened against the CAD relative to December 28, 2024, which resulted in remeasurement gains of $14.2 million primarily from USD-denominated debt held by one of our Canadian subsidiaries. We also recorded losses of $3.2 million in fiscal 2025 on derivative instruments that we used to manage foreign currency exchange rate risk.

Previous wording

In fiscal year 2024, loss on extinguishment of debt of $4.1 million comprised of $0.7 million associated with the repricing of outstanding borrowings under our Term Loan Facility and $3.4 million associated with the redemption of $49.5 million aggregate principal amount of Senior Secured Notes.

Current wording

In fiscal 2024, loss on extinguishment of debt of$4.1 million comprised of $0.7 million associated with the repricing of outstanding borrowings under the 2021 Term Loan Facility and $3.4 million associated with the redemption of $49.5 million aggregate principal amount of the Notes.

Previous wording

Other income, net is comprised primarily of miscellaneous income and expenses not directly related to our core operating activities.

Current wording

Other expense (income), net was comprised primarily of miscellaneous income and expenses not directly related to our core operating activities.

Previous wording

During fiscal year 2024, the Company recorded income tax expense of $20.4 million on income before income taxes of $49.4 million, resulting in an effective tax rate of 41.3%. During fiscal year 2023, the Company recorded an income tax benefit of $6.0 million on income before income taxes of $47.1 million, resulting in an effective tax rate of (12.8)%. The increase in our effective tax rate resulted primarily from the internal legal entity restructuring that occurred during fiscal year 2023 as discussed in Note 15. Income Taxes, and an increase to the valuation allowance.

Current wording

During fiscal 2025, the Company recorded income tax expense of $14.6 million on income before income taxes of $37.2 million, which resulted in an effective tax rate of 39.2%. During fiscal 2024, the Company recorded income tax expense of $20.4 million on income before income taxes of $49.4 million, which resulted in an effective tax rate of 41.3%. The decrease in our effective tax rate resulted primarily from a partial release in valuation allowances and a lower Section 162(m) limitation for fiscal 2025.

Previous wording

U.S. Retail sales increased by $52.5 million, or 6.7%, during fiscal year 2024, compared to fiscal year 2023. Theincrease in U.S. Retail sales resulted from growth in our store base, as well asa 2.7% increase in comparable store sales. The increase in comparable store sales was driven by higher transactions and average basket.

Current wording

U.S. Retail sales increased by $107.6 million, or 12.9%, during fiscal 2025, compared to fiscal 2024. Theincrease in U.S. Retail sales resulted from a 6.6% increase in comparable store sales, growth in our store base and$17.6 million of sales attributable to the 53rd week of fiscal 2025. The increase in comparable store sales was driven by higher transactions and average basket.

Previous wording

U.S. Retail segment profit decreased by $10.9 million, or 5.5%, during fiscal year 2024, compared to fiscal year 2023. The decrease in U.S. Retail segment profit primarily reflects the impact of new stores, including store pre-opening expenses, and the impact of new offsite processing facilities.

Current wording

U.S. Retail segment profit increased by $13.5 million, or 7.4%, during fiscal 2025, compared to fiscal 2024. The increase in U.S. Retail segment profit primarily reflects higher profit from our comparable stores, partially offset by the impact of new stores.

Previous wording

Canada Retail sales decreased by $18.7 million, or 3.1%, during fiscal year 2024, compared to fiscal year 2023. The decrease in Canada Retail sales resulted from a 4.0% decrease in comparable store sales and the unfavorable impact of foreign currency exchange rates, partially offset by growth in our store base. The decline in comparable store sales was primarily driven by a decrease in transactions.

Current wording

Canada Retail sales increased by $21.1 million, or 3.6%, during fiscal 2025, compared to fiscal 2024. The increase in Canada Retail sales resulted from growth in our store base,$9.2 million of sales attributable to the 53rd week of fiscal 2025 and a 2.0% increase in comparable store sales, partially offset by the impact of foreign currency exchange rates. The increase in comparable store sales was primarily driven by higher average basket.

Previous wording

Canada Retail segment profit decreased by $24.8 million, or 13.0%, during fiscal year 2024, compared tofiscal year 2023. The decrease in Canada Retail segment profit primarily reflects deleverage of expenses as a percentage of net sales on comparable store sales.

Current wording

Canada Retail segment profit decreased by $10.1 million, or 6.1%, during fiscal 2025, compared tofiscal 2024. The decrease in Canada Retail segment profit primarily reflects deleverage of expenses as a percentage of net sales on comparable store sales and the unfavorable impact of foreign currency exchange rates.

Previous wording

The Company reports its financial results in accordance with GAAP. We also present the following non-GAAP financial measures: 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 Annual 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 Annual Report. These non-GAAP financial measures may differ from, and therefore may not be directly comparable to, similarly-titled measures used by other companies.

Current wording

The Company reports its financial results in accordance with GAAP. Non-GAAP financial measures used by the Company include Adjustednet 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 Annual 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 Annual Report. These non-GAAP financial measures may differ from, and therefore may not be directly comparable to, similarly titled measures used by other companies.

Showing the first 40 of 62 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

In fiscal 2024, the USD strengthened against the CAD relative to December 30, 2023, which resulted in remeasurement losses of $27.3 million primarily from USD-denominated debt held by one of our Canadian subsidiaries. We also recorded gains of $13.0 million in fiscal 2024 on derivative instruments that we used to manage foreign currency exchange risk.

Current report — wording carried from elsewhere

Net cash used in changes in operating assets and liabilities during fiscal 2025 consisted primarily of a $128.7 million change in operating lease liabilities, a $26.6 million change in prepaid expenses and other assets, a $15.6 million change in accrued payroll and related taxes and a $15.6 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 was primarily a result of an increase in prepaid taxes due to the new tax legislation enacted in July 2025. The change in accrued payroll and related taxes resulted primarily from the annual payment of incentive compensation to our employees. As of December 28, 2024, we had accrued $7.9 million for employee incentive compensation which was paid during the first quarter of fiscal 2025. As of January 3, 2026, we had accrued $26.9 million for employee incentive compensation, the majority of which we plan to pay during the first quarter of fiscal 2026. The change in accounts payable and accrued liabilities resulted primarily from interest payments on our debt, which were 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 January 3, 2026, we had an accrued interest balance of $2.3 million on the 2025 Term Loan Facility, which will be paid during the first quarter of fiscal 2026. The Notes were fully redeemed during the third quarter of fiscal 2025, eliminating recurring interest accruals on the former Notes as of period end.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

(3)We define sales yield as retail sales generated per pound processed on a currency neutral and comparable store basis.

Previous report — wording carried elsewhere

Net cash used in changes in operating assets and liabilities during fiscal year 2023 consisted primarily of a $110.4 million change in operating lease liabilities and a $10.9 million change in inventory. The change in operating lease liabilities resulted from lease payments. The change in inventories is primarily due to the timing of processing and higher processing costs.