Ollie's Bargain Outlet Holdings, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Information on Share Repurchases Information regarding shares of common stock the Company repurchased during twenty-six weeks ended July 29, 2023 is as follows: Period Total number of shares repurchased (1) Average price paid per share (2) Total number of shares purchased as part of publicly announced plans or programs (3) Approximate dollar value of shares that may yet be purchased under the plans or programs (3) April 30, 2023 through May 27, 2023 51,606 $ 60.28 51,606 $ 122,672,326 May 28, 2023 through July 1, 2023 200,296 $ 59.31 200,296 $ 110,743,029 July 2, 2023 through July 29, 2023 24,856 $ 61.40 24,856 $ 109,202,661 Total 276,758 276,758 (1) Consists of shares repurchased under the publicly announced share repurchase program. (2) Includes commissions for the shares repurchased under the share repurchase program. (3) On December 15, 2020, the Board of Directors authorized the repurchase of up to $100.00 million of shares of the Company’s common stock. On March 16, 2021, the Board of Directors of the Company authorized an increase of $100.0 million in the Company’s share repurchase program resulting in $200.0 million approved for share repurchases through January 13, 2023. On November 30, 2021, the Board authorized an additional $200.0 million to repurchase stock pursuant to the Company’s share repurchase program, expiring on December 15, 2023. Shares under both authorizations may be purchased from time to time in open market transactions (including blocks), privately negotiated transactions, accelerated share repurchase programs or other derivative transactions, issuer self-tender offers or any combination of the foregoing. The timing of repurchases and the actual amount purchased will depend on a variety of factors, including the market price of the Company’s shares, general market, economic and business conditions, and other corporate considerations. In addition, the authorizations are subject to extension or earlier termination by the Board of Directors at any time. As of July 29, 2023, the Company had $109.2 million remaining under its share repurchase program. For further discussion on the share repurchase program, see “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, Share Repurchase Program.” 28 Index ITEM 5. OTHER INFORMATION During the thirteen weeks ended July 29, 2023, our Chief Financial Officer entered into a written plan for the purchase or sale of our securities through a broker that is intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information. The material terms of this trading plan are set forth in the table below. Director/Officer Action & Date of Action Commencement of Trading Period Scheduled Termination of Trading Period (1) Security Covered Maximum Number of Securities to be Purchased or Sold Pursuant to the Rule 10b5-1 Trading Plan (2) Covers Purchase or Sale? Robert Helm , Senior Vice President and Chief Financial Officer Adoption June 20, 2023 October 17, 2023 March 31, 2025 Common Stock 8,358 Sale (1) The plan is subject to earlier termination under certain circumstances specified in the plans, including upon the sale of all shares subject to the plan and upon either party to a plan giving notice of termination within the time prescribed under the plan. (2) Subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock. 29 Index ITEM 6. EXHIBITS Exhibit No. Description of Exhibits *31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). **101.SCH Inline XBRL Taxonomy Extension Schema Document. **101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. **101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. **101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. **101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. **104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). * Filed herewith. ** Submitted electronically with this Report. 30 Index SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OLLIE’S BARGAIN OUTLET HOLDINGS, INC. Date: August 31, 2023 /s/ Robert Helm Robert Helm Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 31