Ollie's (NASDAQ: OLLI) chair nets RSU shares, withholds stock for taxes

Rhea-AI Filing Summary

Ollie's Bargain Outlet Holdings, Inc. Executive Chairman John W. Swygert reported routine equity compensation activity. On February 3, 2026, 2,091 Restricted Stock Units vested and converted into an equal number of common shares at $0 exercise price.

To cover tax withholding on this vesting, 965 common shares were automatically withheld and cancelled at a fair market value of $108.34 per share. After these transactions, Swygert directly holds 49,326 common shares and 6,271 RSUs that continue to vest annually through 2029 under the original 8,362 RSU grant.

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^*

SWYGERT JOHN W

(Last) (First) (Middle)

OLLIE'S BARGAIN OUTLET HOLDINGS, INC

6295 ALLENTOWN BOULEVARD, SUITE 1

(Street)

HARRISBURG PA 17112

(City) (State) (Zip)

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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

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

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

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	02/03/2026		M(1)		2,091	A	$0(2)	50,291	D
Common Stock, par value $0.001 per share	02/03/2026		F(3)		965	D	$108.34(4)	49,326	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)	02/03/2026		M(1)			2,091	(6)	(6)	Common Stock	2,091	$0	6,271	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 February 3, 2026.

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

6. The RSUs granted to the reporting person vest in 25% installments on each anniversary date of the grant, February 3, 2025, subject to continued service through each applicable vesting date. The reporting person was granted 8,362 RSUs, of which 2,091 vested on February 3, 2026; 2,090 vest on February 3, 2027; 2,091 vest on February 3, 2028; and 2,090 vest on February 3, 2029.

Remarks:

	/s/ James J. Comitale as Attorney-In-Fact	02/05/2026
	** 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).
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FAQ

What insider transaction did OLLI Executive Chairman John W. Swygert report?

John W. Swygert reported vesting of 2,091 Restricted Stock Units into common shares. The RSUs converted on a one-for-one basis, reflecting routine equity compensation rather than an open-market purchase or sale, and were part of a larger 8,362-unit award vesting through 2029.

How many OLLI shares were withheld for taxes in this Form 4 filing?

The filing shows 965 OLLI common shares were withheld and cancelled. These shares covered federal and state tax withholding obligations arising from RSU vesting, valued at a fair market price of $108.34 per share based on the closing market price on February 3, 2026.

How many OLLI shares does John W. Swygert own after this transaction?

Following the reported transactions, John W. Swygert directly holds 49,326 shares of OLLI common stock. In addition, he beneficially owns 6,271 Restricted Stock Units, each representing a contingent right to receive one share of common stock upon future vesting dates.

What is the vesting schedule of John W. Swygert’s OLLI RSU grant?

Swygert’s 8,362 OLLI RSUs vest in 25% annual installments on each February 3, starting in 2025. 2,091 vested on February 3, 2026; 2,090 are scheduled for February 3, 2027; 2,091 on February 3, 2028; and 2,090 on February 3, 2029, subject to continued service.

Was the OLLI insider share disposition an open-market sale?

No, the 965-share disposition was exempt under Section 16b-3(e). The shares were relinquished back to the issuer to satisfy tax withholding obligations from RSU vesting, rather than sold in the open market, making it a non-discretionary, compensation-related transaction.

What roles does John W. Swygert hold at Ollie’s Bargain Outlet Holdings, Inc. (OLLI)?

According to the filing, John W. Swygert is both a director and an officer of OLLI. His officer title is Executive Chairman, reflecting a senior leadership position with board responsibilities at Ollie’s Bargain Outlet Holdings, Inc.