Ollie’s (OLLI) CFO reports RSU vesting and tax-withholding share cancellation

Rhea-AI Filing Summary

Ollie's Bargain Outlet Holdings, Inc. executive vice president and CFO Robert F. Helm reported routine equity compensation activity. On March 23, 2026, 1,294 restricted stock units vested and converted into common stock on a one-for-one basis, increasing his direct common stock holdings. To cover federal and state tax withholding obligations from this vesting, 662 shares of common stock were relinquished and cancelled by the company at a fair market value of $94.45 per share, as an exempt tax-withholding transaction rather than an open-market sale. After these transactions, Helm directly held 4,273 shares of common stock. The RSU award originally covered 5,174 units vesting in four annual installments from March 23, 2024 through March 23, 2027, subject to continued service.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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

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

1. Name and Address of Reporting Person^*

Helm Robert F

(Last) (First) (Middle)

C/O OLLIE'S BARGAIN OUTLET HOLDINGS, INC

6295 ALLENTOWN BOULEVARD, SUITE 1

(Street)

HARRISBURG PENNSYLVANIA 17112

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Ollie's Bargain Outlet Holdings, Inc. [ OLLI ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP/CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	03/23/2026		M(1)		1,294	A	$0(2)	4,935	D
Common Stock, par value $0.001 per share	03/23/2026		F(3)		662	D	$94.45(4)	4,273	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)	03/23/2026		M(1)			1,294	(6)	(6)	Common Stock	1,294	$0	1,293	D

Explanation of Responses:

1. Represents the conversion upon vesting of a restricted stock award into common stock ("Common Stock").

2. Restricted Stock Units ("RSUs") convert into Common Stock on a one-for-one basis.

3. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the reporting person and cancelled by the issuer in exchange for the issuer's agreement to pay federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units.

4. The price reported in column 4 is equivalent to the fair market value based on the closing market price as of March 23, 2026.

5. Each of the RSUs represents a contingent right to receive one share of Common Stock at vesting.

6. The RSUs vest and become exercisable in 25% installments on each anniversary date of the grant, March 23, 2023, subject to continued service through each applicable vesting date. The reporting person was granted 5,174 RSUs, of which 1,294 vested on March 23, 2024; 1,293 vested on March 23, 2025; 1,294 vested on March 23, 2026; and 1,293 vest on March 23, 2027.

Remarks:

	/s/ James J. Comitale as Attorney-In-Fact	03/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did OLLI EVP/CFO Robert F. Helm report in this Form 4?

Robert F. Helm reported vesting of restricted stock units that converted into common stock and a related tax-withholding share disposition. These transactions reflect routine equity compensation activity rather than open-market buying or selling of Ollie's Bargain Outlet Holdings, Inc. stock.

How many Ollie’s (OLLI) shares did the CFO receive from RSU vesting?

The CFO received 1,294 shares of common stock upon the vesting and conversion of restricted stock units. Each RSU converted into one share of common stock, consistent with the grant’s terms described in the compensation footnotes to the insider transaction report.

Why were 662 OLLI shares disposed of in the CFO’s Form 4?

The 662 shares were relinquished and cancelled to satisfy federal and state tax withholding obligations from RSU vesting. The issuer agreed to pay these tax liabilities, making this an exempt tax-withholding transaction rather than an open-market sale of common stock.

At what price were the tax-withholding OLLI shares valued?

The tax-withholding shares were valued at $94.45 per share, equal to the fair market value based on the closing market price on March 23, 2026. This price was used solely to calculate the tax-related share cancellation in the compensation transaction.

How many OLLI shares does the CFO hold after these transactions?

After the RSU vesting and tax-withholding share cancellation, the CFO directly holds 4,273 shares of common stock. This figure reflects his updated position following conversion of restricted stock units and the exempt disposition used to pay associated tax obligations.

What is the vesting schedule of the OLLI RSU grant reported?

The RSU grant covers 5,174 units vesting in four equal-style annual installments on each March 23 from 2024 through 2027. Specific tranches vest as 1,294, 1,293, 1,294, and 1,293 RSUs, subject to the executive’s continued service through each vesting date.