Ollie's Bargain Outlet (OLLI) CEO vests RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Ollie's Bargain Outlet Holdings, Inc. President and CEO Eric van der Valk reported routine equity compensation activity. On February 3, 2026, 3,717 restricted stock units vested and converted into common stock at no cash exercise price, increasing his directly held common shares before tax withholding.

To cover federal and state tax obligations from this vesting, 1,662 shares of common stock were withheld and cancelled at a reference price of $108.34 per share, leaving him with 9,816 common shares held directly. He also held 11,149 restricted stock units after the transaction, which continue to vest in annual installments through 2029 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^*

van der Valk Eric

(Last) (First) (Middle)

C/O 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)
	President and CEO

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)		3,717	A	$0(2)	11,478	D
Common Stock, par value $0.001 per share	02/03/2026		F(3)		1,662	D	$108.34(4)	9,816	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)			3,717	(6)	(6)	Common Stock	3,717	$0	11,149	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 vest and become exercisable 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 14,866 RSUs, of which 3,717 vested on February 3, 2026; 3,716 vest on February 3, 2027; 3,717 vest on February 3, 2028; and 3,716 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).
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FAQ

What did Ollie's (OLLI) CEO Eric van der Valk report in this Form 4?

Eric van der Valk reported the vesting of 3,717 restricted stock units into common stock and related tax withholding. Shares were partly cancelled to satisfy tax obligations arising from this equity compensation event, leaving him with 9,816 common shares held directly afterward.

How many Ollie's (OLLI) RSUs vested for the CEO on February 3, 2026?

On February 3, 2026, 3,717 restricted stock units vested for the CEO and converted into common stock on a one-for-one basis. This vesting reflects part of a larger 14,866-unit grant that is scheduled to vest in equal annual installments through 2029, subject to continued service.

Why were 1,662 Ollie's (OLLI) shares disposed of in this insider filing?

The 1,662 shares were relinquished and cancelled to cover federal and state tax withholding obligations from the RSU vesting. The transaction is described as exempt under Section 16b-3(e), meaning it is a tax-related withholding, not an open-market sale of shares for investment purposes.

At what price were the withheld Ollie's (OLLI) shares valued for tax purposes?

The withheld shares were valued at $108.34 per share, which the filing states equals the fair market value based on the closing market price on February 3, 2026. This value is used solely to determine the number of shares needed to satisfy the tax obligation.

How many Ollie's (OLLI) common shares does the CEO hold after these transactions?

After the RSU vesting and tax withholding, the CEO beneficially owned 9,816 shares of common stock directly. In addition to these common shares, he also held 11,149 restricted stock units that may convert into additional shares as they vest over future years.

What is the remaining vesting schedule for the CEO’s Ollie's (OLLI) RSUs?

The CEO was granted 14,866 RSUs. Of these, 3,717 vested on February 3, 2026; 3,716 are scheduled to vest on February 3, 2027; 3,717 on February 3, 2028; and 3,716 on February 3, 2029, all subject to his continued service with the company.