Ollie’s (NASDAQ: OLLI) SVP reports RSU vesting and tax withholding share transfer

Rhea-AI Filing Summary

Ollie's Bargain Outlet Holdings, Inc. senior vice president of merchandising Kevin McLain reported routine equity compensation activity tied to restricted stock units. On March 23, 2026, 1,078 RSUs vested and converted into 1,078 shares of common stock at no exercise price, reflecting a one-for-one conversion.

To cover federal and state tax withholding obligations from this vesting, 466 common shares were relinquished back to the company at a fair market value of $94.45 per share, an exempt tax-withholding transaction rather than an open-market sale. After these transactions, McLain directly held 13,426 shares of common stock. The RSU grant originally covered 4,312 units vesting in equal 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^*

McLain Kevin

(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)
	SVP, Merchandising

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)		1,078	A	$0(2)	13,892	D
Common Stock, par value $0.001 per share	03/23/2026		F(3)		466	D	$94.45(4)	13,426	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)			1,078	(6)	(6)	Common Stock	1,078	$0	1,078	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 4,312 RSUs, of which 1,078 vested on March 23, 2024; 1,078 vested on March 23, 2025; 1,078 vested on March 23, 2026; and 1,078 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 insider transaction did OLLI executive Kevin McLain report on this Form 4?

Kevin McLain reported the vesting of 1,078 restricted stock units that converted into 1,078 shares of Ollie’s common stock. This was routine equity compensation, not an open-market stock purchase, and reflects part of a previously granted RSU award.

Did the OLLI insider sale on this Form 4 represent an open-market transaction?

No, the disposition involved 466 shares withheld to cover tax obligations from RSU vesting at $94.45 per share. The issuer cancelled these shares in exchange for paying McLain’s federal and state tax withholding liabilities, making it an exempt tax-withholding event.

How many OLLI shares does Kevin McLain hold after the reported Form 4 transactions?

After the RSU vesting and related tax withholding, Kevin McLain directly holds 13,426 shares of Ollie’s common stock. This figure reflects his position following conversion of 1,078 RSUs and the relinquishment of 466 shares to satisfy tax obligations.

What is the vesting schedule of the RSU grant reported by OLLI insider Kevin McLain?

The original grant covered 4,312 RSUs that vest in four equal installments of 1,078 each year. Vesting occurs on March 23 of 2024, 2025, 2026 and 2027, and is subject to McLain’s continued service through each vesting date with Ollie’s.

At what price were the OLLI shares valued for the tax-withholding portion of this Form 4?

The 466 shares withheld for taxes were valued at $94.45 per share, equal to the fair market value based on the closing market price on March 23, 2026. This valuation determined the amount of federal and state tax withholding satisfied in shares.

Do OLLI restricted stock units convert into common stock on a one-for-one basis?

Yes, each restricted stock unit represents a contingent right to receive one share of Ollie’s common stock at vesting. Upon vesting, RSUs automatically convert into an equal number of common shares, as shown by the 1,078 RSUs converting into 1,078 shares.