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 the thirteen weeks ended November 1, 2025 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) August 3, 2025 through August 30, 2025 23,537 134.32 23,537 $ 300,841,433 August 31, 2025 through October 4, 2025 31,128 131.96 31,128 $ 296,702,042 October 5, 2025 through November 1, 2025 33,933 124.53 33,933 $ 292,446,685 Total 88,598 88,598 (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) Between December 15, 2020, and November 30, 2023, the Company’s Board of Directors approved and authorized the repurchase of up to $400.0 million of shares of the Company’s common stock through three separate approvals, set to expire March 31, 2026. On March 19, 2025, the Company’s Board of Directors approved a new share repurchase authorization of an additional $300.0 million of the Company’s outstanding common stock, effective through March 31, 2029 . Shares to be repurchased are subject to the same considerations regarding timing and amount of repurchases as the initial authorization. As of November 1, 2025, the Company had $292.5 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.” 32 Index ITEM 5. OTHER INFORMATION Trading Arrangements of Directors and Executive Officers During the thirteen weeks ended November 1, 2025, certain of our executives entered into written plans for the purchase or sale of our securities through a broker that are 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 these trading plans 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? Stephen White , Director Adoption September 5, 2025 December 9, 2025 August 31, 2026 Common Stock 4,667 Sale Kevin McLain , Senior Vice President and General Merchandise Manager Adoption September 12, 2025 December 12, 2025 September 12, 2026 Common Stock 8,617 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. 33 Index ITEM 6. EXHIBITS Exhibit No. Description of Exhibits †10.20 Ollie’s Bargain Outlet Holdings, Inc. 2025 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 to the Form S-8 Registration Statement filed by the Company on June 18, 2025 (No. 333-288146)). * 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). † Previously filed. * Filed herewith. ** Submitted electronically with this Report. 34 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: December 9, 2025 /s/ Robert Helm Robert Helm Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 35