Savers Value Village Inc美股招股说明书(2026-08-11版)

15,000,000 Shares Savers Value Village, Inc. Common Stock Certain Ares Private Equity and Opportunistic Credit funds and accounts (the “selling stockholders”) are offering15,000,000 shares of common stock, par value $0.000001 per share, of Savers Value Village, Inc., a Delaware corporation (the“Company,” “Savers,” “we,” “us,” and “our,” and such common stock, our “common stock”). We are not selling any shares ofcommon stock, and we will not receive any proceeds from the sale of shares in this offering by the selling stockholders. Ourcommon stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “SVV.” The last reported sale priceper share of our common stock on August10, 2026 was $12.29 per share. Subject to the completion of this offering, we intend to purchase from the underwriters $10million of the shares of ourcommon stock offered in this offering, at a price per share equal to the price per share to be paid by the underwriters to theselling stockholders (the “Concurrent Share Repurchase”). Assuming a price of $12.29per share, the last reported sale price pershare of our common stock on the NYSE on August10, 2026, we would repurchase 813,670 shares of our common stock fromthe underwriters in the Concurrent Share Repurchase. The underwriters will not receive any compensation for the shares of ourcommon stock being repurchased by us. See “Concurrent Share Repurchase.” After giving effect to this offering and the Concurrent Share Repurchase, the Ares Funds (as defined below) will holdapproximately 66.77% of our outstanding common stock (or 65.30% if the underwriters exercise their option to purchaseadditional shares in full). Accordingly, we expect to continue to be a “controlled company” as defined in the corporategovernance rules of the NYSE and will remain exempt from certain corporate governance requirements of those rules. Investing in our common stock involves risks. See “Risk Factors” beginning on pageS-6 of thisprospectus supplement and in the documents incorporated by reference in this prospectussupplement. PershareTotalPrice to the public(1)$$Underwriting discounts and commissions(2)$$Proceeds, before expenses, to the selling stockholders$$ The selling stockholders have granted the underwriters a 30-day option to purchase up to 2,250,000 additional shares at thepublic offering price, less the underwriting discount. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus are truthful or complete. Anyrepresentation to the contrary is a criminal offense. JefferiesUBSInvestmentBank, 2026. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTCERTAIN TRADEMARKSINCORPORATION BY REFERENCEWHERE YOU CAN FIND MORE INFORMATIONSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSCONCURRENT SHARE REPURCHASEUSE OF PROCEEDSDIVIDEND POLICYSELLING STOCKHOLDERSMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTS ABOUT THIS PROSPECTUSINCORPORATION BY REFERENCESPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATIONTHE COMPANYRISK FACTORSUSE OF PROCEEDS SELLING STOCKHOLDERSDESCRIPTION OF CAPITAL STOCKPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which contains specific information about the sellingstockholders and the terms on which the selling stockholders are offering and selling shares of our common stock. The second part is the accompanyingprospectus, which gives more general information, some of which may not apply to this offering. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in theaccompanying prospectus or any document incorporated by reference herein or therein filed prior to the date of this prospectus supplement, you shouldrely on the information in this prospectus supplement. To understand the terms of the securities offered by this prospectus supplement, you should carefully read this prospectus supplement and theaccompanying prospectus. You should also read the documents referred to under the heading “Where You Can Find More Information” for informationregarding us and the business conducted by us. This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we have filed with the U.S.Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY UNITED STATES FEDERAL OR STATESECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOTCONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THECONTRAR