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Item 1. Business

2026-03-19 compared with 2025-03-26 · 1082 added, 427 removed, 43 unchanged (97% of the section changed)

Ollie’s is America’s largest retailer of closeout merchandise and excess inventory.

Our stores sell name brand household related items that consumers use in their everyday lives at prices that

are typically 20% to 70% below traditional retailers.

Known for our assortment of products offered as “Good Stuff Cheap,” we offer customers a broad selection of brand name products, including housewares, bed and bath, food, floor coverings,

health and beauty aids, books and stationery, toys and electronics.

Our differentiated go-to market strategy is characterized by a unique, fun and engaging treasure hunt shopping experience, compelling customer value proposition and witty,

humorous in-store signage, and advertising campaigns.

These attributes have driven our rapid growth and strong and consistent store performance.

Ollie’s was founded based on the idea that “everyone in America loves a bargain.” Since opening our first store in Mechanicsburg, PA in 1982, Ollie’s has been offering customers

high quality brand name products at drastically reduced prices through the buying and selling of closeout merchandise and excess inventory.

Historically, we have expanded our store base by opening new stores organically.

More recently,

we have expanded our store base through acquiring former store locations of bankrupt retailers through the bankruptcy store auction process.

We follow a contiguous unit growth strategy that combines backfilling

existing markets and states with entering new markets and states in a contiguous manner.

As of February 1, 2025 we have grown to 559 stores in 31 states.

Our no-frills, “semi-lovely” warehouse style stores average approximately 32,000 square

feet and generate consistently strong financial returns across all vintages, geographic regions, population densities, demographic groups, real estate formats and regardless of any co-tenant.

Our business model has resulted in positive

financial performance during strong and weak economic cycles.

Ollie’s Bargain Outlet Holdings, Inc.

and subsidiaries (collectively referred to as the “Company” or “Ollie’s”) is a leading off-price retailer of brand name household products.

Since our founding in 1982, the

Company’s mission has been to sell Good Stuff Cheap®.

We do this through a flexible buying model that focuses on closeout merchandise and excess inventory from suppliers and manufacturers around the world.

Our stores offer Real Brands!

® in a treasure hunt shopping environment at prices up to 70% below traditional retailers.

Our flexible business model, which includes an opportunistic buying strategy, and long history of experience of buying and selling closeout merchandise and excess inventory, differentiates us from traditional

Our highly experienced merchandise team is constantly scouring the market and leveraging deep, long-standing relationships across the supply chain to find the best products at the best prices.

We focus on buying cheap and selling cheap,

and source products as unique buying opportunities present themselves.

While the individual products sold in our stores are constantly changing, our overall merchandise mix is designed to save people money on a wide variety of brand name household

products that they need and use in their everyday lives.

We operate one reportable industry segment.

See Note 12, “Segment Reporting and Entity-Wide Information,” to our audited consolidated financial statements included elsewhere in this Annual

Report on Form 10-K.

On January 31, 2026, we operated 645 retail stores in 34 states.

Our stores offer a broad selection of brand name products in a no-frills, warehouse-style treasure hunt shopping experience, and our merchandise assortment is

constantly changing.

Flexible Business Model

We operate a unique and flexible business model that combines an opportunistic buying strategy with a broad and changing assortment of brand name household products sold at no-frills,

warehouse-style stores and supported by low-cost operations to deliver a compelling value proposition and profitable growth.

Our buying, product assortment, and inventory management strategies give us flexibility to adjust our merchandise

assortment more frequently than traditional retailers, and our store and distribution operations are designed to support this flexibility.

Opportunistic Buying Strategy

Our mission is to sell Good Stuff Cheap® and our primary point of differentiation against other retailers is the pricing of our products.

Our goal is to be the lowest priced retailer of any

product offered by our stores by utilizing a flexible and opportunistic buying model that focuses on closeout merchandise and excess inventory from suppliers and manufacturers around the world.

The closeout industry is large, highly fragmented, and growing.

Fueling the growth is the consolidation of retailers and manufacturers around the globe.

Larger retailers are being supplied by

larger manufacturers and this is leading to larger order and product flows.

In addition, manufacturers are constantly developing and introducing new products, new packaging, and working around endless changes and disruptions in the marketplace

and supply chain.

This is driving growth in the number of products being offered for sale by manufacturers at closeout-type prices.

At the same time, the retail side of the closeout industry is highly fragmented, with many independent operators

and small format stores.

Our constantly changing merchandise assortment is procured by a highly experienced merchant team, who leverage deep, long-standing relationships with hundreds of major manufacturers,

wholesalers, distributors, brokers, and retailers.

These relationships enable our merchant team to find and select only the best buys from a broad range of brand name closeout product offerings and to pass drastically reduced prices along to our

As we grow, we believe our increased scale has provided and will continue to provide us with even greater access to brand name products as larger manufacturers seek larger buyers capable of acquiring an entire deal.

Our merchant team

augments these deals with directly sourced products, including Ollie’s own private label brands and other products exclusive to Ollie’s.

Our business model has produced consistently strong growth and financial performance.

From 2020 through 2024:

Our store base expanded from 388 stores to 559 stores, a compound annual growth rate, or CAGR, of 9.5% and we entered six new states;

Comparable store sales grew at an average rate of 2.0% per year;

Net sales increased from $1.809 billion to $2.272 billion, a CAGR of 5.9%.

(1) 2023 consisted of 53 weeks compared with 52 weeks in the prior-year periods.

Our competitive strengths

We believe the following strengths differentiate us from our competitors and serve as the foundation for our current and future growth:

“ Good Stuff Cheap”—Ever changing product assortment of national branded products at drastically reduced prices .

We sell a wide

assortment of household goods.

Our focus is on national branded products that consumers know and recognize.

Our stores offer something for everyone across a diverse range of merchandise categories at prices typically 20% to 70% off traditional

Our product assortment frequently changes based on the wide variety of deals available from the hundreds of brand name suppliers we have relationships with.

We augment these opportunistic deals on brand name merchandise with

directly-sourced unbranded products or those under our own private label brands and exclusively licensed recognizable brands and celebrity names.

Brand name closeout merchandise represented approximately 65% and non-closeout goods and private

label products collectively represented approximately 35% of the retail value of our 2024 merchandise purchases.

Our treasure hunt shopping environment and slogan “when it’s gone, it’s gone” help to instill a “shop now” sense of urgency that

encourages frequent customer visits.

Our long history, growing size and scale and highly experienced merchant team .

Since our founding in 1982, Ollie’s has been offering

customers high quality brand name products at drastically reduced prices through the buying and selling of closeout merchandise and excess inventory.

We have built our people, process and systems from the ground up around the buying and selling

of closeout merchandise and excess inventory.

As we grow, we believe our increased scale provides us with even greater access to brand name closeout products as larger manufacturers seek larger buyers.

Our merchant team maintains strong,

long-standing relationships with a diverse group of suppliers, allowing us to procure branded merchandise at compelling values for our customers.

We have been doing business with our top 15 suppliers for an average of over 15 years.

well-established relationships with our suppliers, together with our scale, buying power, financial credibility and responsiveness, often make Ollie’s the first call for available deals.

Our direct relationships with our suppliers have increased

as we have grown and we continuously strive to broaden our supplier network.

These factors provide us with increased access to goods, which enable us to be more selective in our deal-making and, we believe, help us provide compelling value and

assortment of goods to our customers and fuel our continued profitable growth.

Distinctive brand and engaging shopping experience .

Our distinctive and often self-deprecating humor and highly recognizable

caricatures are used in our stores, flyers, mailers, website, email campaigns, and digital marketing.

We attempt to make our customers laugh as we poke fun at ourselves and current events.

We believe this approach creates a strong connection to

our brand and sets us apart from other, more traditional retailers.

Our “semi-lovely” stores feature these same brand attributes together with witty signage in a warehouse format that creates a fun, relaxed and engaging shopping environment.

believe that by disarming our customers by getting them to giggle a bit, they are more likely to look at and trust our products for what they are—extremely great bargains.

We offer a “30-day no hard time guarantee” as a means to overcome any

skepticism associated with our cheap prices and to build trust and loyalty, because if our customers are not happy, we are not happy.

We welcome customers to bring back their merchandise within that timeframe for a “no hard time” full refund.

also make it easy for our customers to browse our stores by displaying our products on easily accessible fixtures and by keeping the stores clean and well-lit.

We believe our humorous brand image, compelling values and welcoming stores resonate

with our customers and define Ollie’s as a unique and comfortable destination shopping location.

Extremely loyal “Ollie’s Army” customer base.

Our best customers are members of our Ollie’s Army customer loyalty program, which stands

at 15.1 million members as of February 1, 2025.

For 2024, over 82% of our sales were from Ollie’s Army members, and we grew our base of loyal members by 8.3% in 2024.

Ollie’s Army members spend approximately 40% more per shopping trip at Ollie’s

than non-members.

We identify our target customer as “anyone age 25 or older with a wallet or a purse” seeking a great bargain.

Opportunistic real estate strategy with strong and consistent store model built for growth.

We employ a proven new store model that

generates strong cash flow, consistent financial results and attractive returns on investment.

Our highly flexible real estate approach has proven successful across all vintages, geographic regions, population densities, demographic groups, real

estate formats and regardless of any co-tenant.

New stores have consistently opened strong, with higher net sales in their first 12 months of operations, than average existing stores due to the brand excitement surrounding grand openings and

produced an average payback period of approximately two years.

We believe that our consistent store performance, strategically-located distribution centers, and disciplined approach to site selection support the portability and predictability of

our growth strategy.

Highly experienced and passionate management team .

Our leadership team has guided our organization through its expansion and positioned

us for continued growth.

We have assembled a talented and dedicated team of executives.

Our senior executives possess extensive experience across a broad range of disciplines, including merchandising, marketing, real estate, finance, store

operations, supply chain management, and information technology.

We believe by encouraging equity ownership and fostering a strong team culture, we have aligned the interests of our executives with those of our stockholders.

We believe these

factors result in a cohesive team focused on sustainable long-term growth.

Our growth strategy

We plan to continue to drive growth in sales and profitability by executing on the following strategies:

Grow our store base.

We believe our compelling value proposition and the success of our stores across a broad range of geographic

regions, population densities, and demographic groups create a significant opportunity to profitably increase our store count.

Our internal estimates and third-party research conducted by Hoffman Strategy Group indicate the potential for more

than 1,300 national locations.

Our new store real estate model is flexible and focuses predominately on second generation sites ranging in size from 25,000 to 35,000 square feet.

We believe there is an ample supply of suitable low-cost, second

generation real estate to allow us to infill within our existing markets as well as to expand into new, contiguous geographies.

This approach leverages our distribution infrastructure, field management team, store management, marketing

investments and brand awareness.

We expect our new store openings to be the primary driver of our continued, consistent growth in sales and profitability.

Increase our offerings of great bargains.

We will continue to enhance our supplier relationships and develop additional sources to

acquire brand name closeout products for our customers.

Our direct buying relationships with many major manufacturers, wholesalers, distributors, brokers, and retailers provide us with significant opportunities to expand our ever-changing

assortment of brand name closeout merchandise at extreme values.

As we continue to grow, we believe our increased scale will provide us with even greater access to brand name closeout products as major manufacturers seek a single buyer to

acquire an entire deal.

We plan to further invest in our merchandising team in order to expand and enhance our sourcing relationships and product categories, which we expect will drive shopping frequency and increase customer spending.

Leverage and expand Ollie’s Army.

We intend to recruit new Ollie’s Army members and increase their frequency of store visits and

spending by enhancing our distinctive, fun and recognizable marketing programs, building brand awareness, further rewarding member loyalty and utilizing more sophisticated data-driven targeted marketing.

In an effort to expand the benefits

available to our Customers under the Ollie’s Army loyalty program the Company launched a co-branded credit card which provides Ollie’s loyalty program members additional points whenever they use their Ollie’s card for purchases at Ollie’s and

anywhere the co-branded card is accepted.

We believe these strategies, coupled with a larger store base, will enable us to increase the amount of sales driven by loyal Ollie’s Army customers seeking the next great deal.

We operate in one reporting segment.

See Note 12, “Segment Reporting and Entity-Wide Information,” to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Our merchandise

We sell a wide assortment of household goods.

Our focus is on national branded products that consumers know and recognize.

We offer a highly differentiated, constantly evolving assortment of

brand name merchandise across a broad range of categories at drastically reduced prices.

Our ever-changing assortment of “Good Stuff Cheap” includes brand name closeout merchandise from leading manufacturers.

We augment our brand name merchandise

with opportunistic purchases of unbranded goods and our own domestic and direct-import private label brands in underpenetrated categories to further enhance the assortment of products that we offer.

Brand name closeout merchandise represented

approximately 65% and non-closeout goods and private label products collectively represented approximately 35% of the retail value of our 2024 merchandise purchases.

We believe our compelling value proposition and the unique nature of our

merchandise offerings have fostered our customer appeal across a variety of demographics and socioeconomic profiles.

Our warehouse format stores feature a broad number of categories including housewares, bed and bath, food, floor coverings, health and beauty aids, books and stationery, toys, and electronics

as well as other products including hardware, candy, clothing, sporting goods, pet and lawn and garden products.

We focus on buying cheap to sell cheap and source products as unique buying opportunities present themselves.

Our merchandise mix is

designed to combine unique and brand name bargains at extremely attractive price points.

This approach results in frequently changing product assortments and localized offerings that encourage shopper frequency and a “shop now” sense of urgency

as customers hunt to discover the next deal.

The common element of our dynamic merchandise selection is the consistent delivery of great deals to our customers, with products offered at prices typically 20 to 70% off traditional

Our product price tags allow customers to compare our competitor’s price against Ollie’s price to further highlight the savings they can realize by shopping at our stores.

Product categories and mix

Examples of our product offerings include:

cooking utensils, dishes, appliances, plastic containers, cutlery, paper goods, storage and garbage bags, detergents and cleaning

supplies, cookware and glassware, candles, hardware, frames, and giftware;

Bed and bath:

household goods including bedding, towels, curtains, and associated hardware;

packaged food including coffee, bottled non-carbonated beverages, salty snacks, candy, condiments, sauces, spices, dry pasta, canned goods,

cereal, and cookies;

Floor coverings:

laminate flooring, commercial and residential carpeting, area rugs, and floor mats;

Books and stationery:

novels, children’s, how-to, business, cooking, inspirational and coffee table books, greeting cards and various office

home electronics, cellular accessories, and as seen on television;

dolls, action figures, puzzles, educational toys, board games, and other related items;

Health and beauty aids:

personal care, hair care, oral care, health and wellness, over-the-counter medicine,

first aid, sun care, and personal grooming;

summer furniture, air conditioners, fans and space heaters, and lawn & garden;

clothing, sporting goods, pet products, luggage, and automotive.

The following table shows the breakdown of our product offerings as a percentage of net sales for each of the last three fiscal years:

Larger retailers are being supplied by larger manufacturers and

this is leading to larger order and product flows.

In addition, manufacturers are constantly developing and introducing new products, new packaging, and working around endless changes and disruptions in the marketplace and supply chain.

driving growth in the number of products being offered for sale by manufacturers at closeout-type prices.

At the same time, the retail side of the closeout industry is highly fragmented, with many independent operators and small format stores.

As a result, we purchase our products from a variety of sources, including major manufacturers, wholesalers, distributors, brokers, and retailers.

Our merchant team maintains relationships

with a base of existing vendors and is constantly looking to build new relationships with new vendors.

This provides us with a steady flow of closeout deals and products to choose from.

We believe our growing size and scale allow us better access

to merchandise.

Our merchants specialize by department in order to build category expertise, in-depth knowledge, and sourcing relationships.

We believe our buying approach, coupled with long-standing and

newly formed relationships, enable us to find the best deals from major manufacturers, and pass drastically reduced prices along to our customers.

Our merchants maintain direct relationships with brand manufacturers, regularly attend major

tradeshows, and travel the world to source extreme value offerings across a broad assortment of product categories.

We are an attractive partner to major manufacturers because our merchants are experienced and empowered to make quick decisions.

Each opportunity is unique, and our merchants negotiate directly with the supplier to lock in a particular deal.

Our flexible business model, opportunistic buying strategy, and ever-changing mixture of goods allows us to move in and out of

products and select the deals that we believe deliver the most value to our customers.

Broad and Changing Assortment of Brand Name Household Products

We sell a wide assortment of household goods and consumer products.

Our focus is on nationally-branded products that consumers know and recognize.

We offer a highly differentiated,

constantly evolving assortment of brand name merchandise across a broad range of categories at drastically reduced prices.

We leverage our experienced merchant team, experience in the closeout industry, long-standing relationships with

manufacturers, wholesalers, distributors, brokers, and suppliers of consumer products to procure an ever-changing assortment of great deals for our customers, with products offered at prices up to 70% off the prices offered by traditional

Our product price tags and marketing allow customers to compare our competitor’s price against Ollie’s price to further highlight the savings they can realize by shopping at our stores.

We augment our brand name merchandise with

opportunistic purchases of unbranded goods and our own domestic and direct-import private label brands in underpenetrated categories to further enhance the assortment of products that we offer.

We believe our compelling value proposition and the

unique nature of our merchandise offerings differentiate us from traditional retailers.

With our opportunistic buying strategy, our product assortment and mix of sales between the departments are constantly changing.

The table below shows the breakdown as a percentage of net sales for the past three fiscal years across the consumables, home, seasonal, and other product

classifications.

Percentage of Net Sales

1 unchanged sentence

In fiscal 2024, the Company reclassified certain products out of the Home category and into the Consumables category.

These products included cleaning supplies, floor care, and other

products such as paper goods.

Prior periods have been adjusted for comparability.

Consumables includes items such as health and beauty aids, food, candy, pet food, detergents and cleaning supplies.

Home includes items such as housewares, domestics, floor coverings, and hardware.

Seasonal includes items such as summer furniture, air conditioners, fans and

space heaters, toys, and lawn & garden.

Other includes items such as books and stationery, electronics, clothing, sporting goods, pet products, luggage, and automotive.

Product categories

We maintain consistent average margins across our primary product categories described below.

Brand name closeout merchandise

Brand name closeout merchandise represented approximately 65% of the retail value of our 2024 merchandise purchases.

Our focus is to provide huge savings to our customers primarily through

brand name products across a broad range of merchandise.

Our experienced merchant team purchases deeply discounted, branded or closeout merchandise primarily from manufacturers, retailers, distributors, and brokers.

This merchandise includes

overstocks, discontinued merchandise, package changes, cancelled orders, excess inventory and buybacks from retailers, and major manufacturers.

Non-closeout goods/private label

Non-closeout and private label products collectively represented approximately 35% of the retail value of our 2024 merchandise purchases.

We augment the breadth of our brand name merchandise

with non-closeout and private label merchandise.

In categories where the consumer is not as brand conscious, such as food, home textiles, and furniture, or when we may not be offering a current brand name merchandise deal, we will buy deeply

discounted unbranded merchandise.

These extreme value offerings are mixed in the stores with our brand name merchandise.

We also have a variety of domestic and direct-import private label merchandise and exclusive products sold under numerous

These high-quality products are developed in key categories such as housewares and are designed to create brand-like excitement and complement our brand name merchandise.

We also have licenses for private label products that use

recognizable celebrity names or brand names.

We routinely evaluate the quality and condition of these private label goods to ensure that we are delivering our customer a high-quality product at a great price.

Merchandise procurement and distribution

Our disciplined buying strategy and strict adherence to purchasing margins support our merchandising strategy of buying cheap to sell cheap.

Merchandising team

Our merchant team maintains strong, long-standing relationships with a diverse group of suppliers, allowing us to procure branded merchandise at compelling values for our customers.

merchants specialize by department in order to build category expertise, in-depth knowledge and sourcing relationships.

We believe our buying approach, coupled with long-standing and newly formed relationships, enable us to find the best deals

from major manufacturers and pass drastically reduced prices along to our customers.

We plan to further invest in and grow our merchandising team in order to expand and enhance our sourcing relationships and product categories, which we expect

will drive shopping frequency and increase customer spending.

Merchandise procurement

We believe that our strong sourcing capabilities are the result of our tenured merchant team’s ability to leverage deep, long-standing relationships with hundreds of manufacturers, wholesalers,

brokers, retailers, and other suppliers.

Our merchants maintain direct relationships with brand manufacturers, regularly attend major tradeshows and travel the world to source extreme value offerings across a broad assortment of product

We are an ideal partner to major manufacturers because our merchants are experienced and empowered to make quick decisions.

Each opportunity is unique, and our merchants negotiate directly with the supplier to lock in a particular

Our ability to select the most attractive opportunistic purchases from a growing number of available deals enables us to provide a wide assortment of goods to our customers at great bargain prices.

We source from over 1,200 suppliers.

Our dedication to building strong relationships with suppliers is evidenced by an average relationship of over 15-years with our top 15 suppliers.

continue to grow, we believe our increased scale will provide us with even greater access to brand name products since many major manufacturers seek a single buyer to acquire the entire deal.

Distribution and logistics

We have made significant investments in our distribution network and personnel to support our store growth plan.

Our stores generally receive shipments from our distribution centers one to two

times a week, depending on the season and specific store size and sales volume.

We utilize independent third-party freight carriers.

We currently operate four distribution centers, which supply approximately 95% of our merchandise to our stores.

These distribution

centers are centrally located in, York, PA (804,000 square feet), Commerce, GA (962,000 square feet), Lancaster, TX (615,000 square feet), and Princeton, IL (615,000 square feet).

We completed the construction of our Princeton, IL distribution center in the second quarter of 2024 and began shipping product from this facility in July 2024.

With the addition of our fourth

distribution center, we believe our distribution capabilities will support up to 750 stores.

As of February 1, 2025, we operated 559 stores, averaging approximately 32,000 square feet, across 31 contiguous states in the eastern half of the United States.

Our highly flexible real estate

approach has proven successful across all vintages, geographic regions, population densities, demographic groups, real estate formats and regardless of any co-tenant.

Our business model has resulted in positive financial performance during strong

and weak economic cycles.

We have successfully opened stores in six new states since 2020, highlighting the portability of our new store model.

In fiscal 2022, the Company implemented an ongoing store improvement initiative to provide our customers with an updated shopping experience, which showcases our tremendous value and the

amazing deals we offer in an organized and easy to navigate store format.

We have remodeled 76 stores to date and 20 stores in fiscal 2024 and continue to see a sales uplift in newly remodeled locations.

With a relatively low upfront investment,

our remodels have produced on average a payback period of approximately two years.

Beginning in fiscal 2024 into fiscal 2025, the Company has acquired a number of locations from former retailers through bankruptcy auction processes.

As a result of these acquisitions, the

Company has increased its new store opening growth target to 75 stores for the upcoming year.

In an effort to optimize the store opening cadence the Company has prioritized the opening of these acquired locations and shifted resources

This resulted in fewer store remodels in fiscal 2024, and we expect this to continue in fiscal 2025.

The following map shows the number of stores in each of the states in which we operated as of February 1, 2025:

Store design and layout

All of our warehouse format stores incorporate the same philosophy:

no-frills, bright, “semi-lovely” stores and a fun, treasure hunt shopping experience.

We present our stores as “semi-lovely”

to differentiate our stores from other traditional retailers, and to minimize operating and build-out costs.

Our stores also welcome our customers with vibrant and colorful caricatures together with witty signage.

We attempt to make our customers

laugh as we poke fun at ourselves and current events.

We believe that by disarming our customers by getting them to giggle a bit, they are able to look at and trust our products for what they are—extremely great bargains.

We believe the store layout and merchandising strategy help to encourage a “shop now” sense of urgency and increase frequency of customer visits as customers never know what they might come

across in our stores.

We make it easy for our customers to browse our stores by displaying our frequently changing assortment of products on rolling tables, pallets and other display fixtures.

Our store team leaders are responsible for

maintaining our treasure hunt shopping experience, keeping the stores clean and well-lit and ensuring our customers are engaged.

We believe our humorous brand image, compelling values and welcoming stores resonate with our customers and define

Ollie’s as a unique and comfortable destination shopping location.

Expansion opportunities and site selection

We believe we can profitably expand our store count on a national scale to more than 1,300 locations based on internal estimates and third-party research conducted by Hoffman Strategy Group.

Our disciplined real estate strategy focuses on infilling existing geographies as well as expanding into contiguous markets in order to leverage our distribution infrastructure, field management team, store management, marketing investments and

brand awareness.

We maintain a pipeline of real estate sites that have been approved by our real estate committee.

These products included cleaning supplies, floor care, and other products such as paper goods.

Prior periods have been

adjusted for comparability.

Consumable s are items that are used up and depleted through normal use and must be replaced regularly, and include things such as:

health and beauty aids, food, candy, beverages, pet food and treats, laundry related products,

and cleaning supplies.

Home are items that are generally used in or around the home to support daily living and comfort, and include

things such as:

housewares and kitchen items, home décor products, furniture, household essential type of items, and home maintenance and utility items.

Seasonal are items that are generally used or in demand during certain times of the year and around specific seasons, holidays, or recurring events, and include things such as:

patio furniture, air conditioners, fans, space

heaters, toys, lawn and garden related products, outdoor items, holiday décor, gifts, and decorations.

Other are items that don’t fall

into the consumables , home, or seasonal categories , and include things such as:

books, stationery related items, small electronic devices and accessories, clothing, sporting

goods, pet products, automotive products, luggage and other general merchandise.

Low-Cost Operations

We maintain strong expense control and operate with a low-cost structure.

Our marketing and advertising strategy is generally focused on building the Ollie’s brand and informing customers about some of our latest

product offerings.

Our no-frills, warehouse-style stores are designed to provide a pleasant overall shopping environment without spending heavily on store fixtures or décor.

Our real estate strategy focuses on infilling existing geographies as well

as expanding into contiguous markets in order to leverage our distribution infrastructure, field management team, store management, marketing investments and brand awareness.

The majority of our stores are leased and we look to open new stores in

existing vacant sites with strong traffic patterns and lower rent structures.

Additionally, our distribution network and field management team are designed to run cost effectively.

No-Frills, Warehouse-Style Stores

Our stores offer a no-frills, warehouse-style treasure hunt shopping experience and operate under the Ollie’s brand name and logo.

Our average store size is approximately 32,000 square feet

and generates consistent financial returns across all vintages, geographic regions, population densities, demographic groups, and real estate formats.

The majority of our stores are leased and we look to open new stores in existing vacant sites

with strong traffic patterns and lower rent structures.

Stores are organized by department in a racetrack type fashion.

Our stores welcome our customers with vibrant and colorful caricatures together with witty signage.

We believe the store

layout and merchandising strategy help to encourage a “shop now” sense of urgency and increase frequency of customer visits as customers never know what they might find in our stores.

We make it easy for our customers to browse our stores by

displaying our frequently changing assortment of products on rolling tables, pallets and other display fixtures.

Our store team leaders are responsible for maintaining our treasure hunt shopping experience, keeping the stores clean and well-lit,

and ensuring our customers are engaged.

We believe our humorous brand image, compelling values, and welcoming stores resonate with our customers and define Ollie’s as a unique and comfortable shopping destination.

Contiguous New Store Growth Strategy

Ollie’s first store was opened in Mechanicsburg, PA in 1982.

From the beginning, the Company has been focused on the buying and selling of closeout and excess inventory of name brand

household goods and consumer products.

Ollie’s was founded based on the idea that “everyone in America loves a bargain,” and our mission today is the same as it was over 40 years ago;

saving people money by selling Good Stuff Cheap®.

Historically, we have expanded our store base by opening new stores organically.

More recently, we have expanded our store base through acquiring former store locations of bankrupt retailers through the bankruptcy

store auction process.

We follow a unit growth strategy that combines backfilling existing markets and states with entering new markets and states in a contiguous manner.

On January 31, 2026, we operated 645 stores in 34 states, as depicted in the

We believe we can profitably expand our store count on a national scale to more than 1,300 locations in the United States.

Our real estate strategy

focuses on infilling existing geographies as well as expanding into contiguous markets in order to leverage our distribution infrastructure, field management team, store management, marketing investments and brand awareness.

We target a store

size between 25,000 to 35,000 square feet.

We utilize a rigorous site selection and real estate approval process in order to leverage our infrastructure, marketing investments, and brand awareness.

Our flexible store layout allows us to quickly

take over a variety of low-cost, second-generation sites, including former big box retail and grocery stores.

By focusing on key characteristics such as proximity to the nearest Ollie’s store, ability to leverage distribution infrastructure,

visibility, traffic counts, population densities, and low rent per square foot, we have developed a new store real estate model that has consistently delivered attractive returns on invested capital.

We maintain a healthy pipeline of real estate sites that have been approved by our real estate committee.

Our recent store growth is summarized in the following table:

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Stores open at end of year

We utilize a rigorous site selection and real estate approval process in order to leverage our infrastructure, marketing investments and brand awareness.

Members of our real estate team spend

considerable time evaluating prospective sites before bringing a new lease proposal to our real estate committee, which is comprised of senior management and executive officers.

Our flexible store layout allows us to quickly take over a variety

of low-cost, second-generation sites, including former big box retail and grocery stores.

We believe there is an ample supply of suitable low-cost, second-generation real estate allowing us to infill within our existing markets as well as to expand into new, contiguous

By focusing on key characteristics such as proximity to the nearest Ollie’s store, ability to leverage distribution infrastructure, visibility, traffic counts, population densities, and low rent per square foot, we have developed a

new store real estate model that has consistently delivered attractive returns on invested capital.

In addition, in fiscal 2024, the Company acquired a number of new locations through the

bankruptcy auction processes of various retailers, at favorable rental terms and leasing structures to current market conditions.

This augments the Company’s pipeline of new stores for our accelerated growth strategy.

Our strong unit growth is supported by our predictable and compelling new store model.

We target a store size between 25,000 to 35,000 square feet and an average initial cash investment of

approximately $1.0 million, which includes store fixtures and equipment, store-level and distribution center inventory (net of payables) and pre-opening expenses.

With our relatively low investment costs and strong new store opening performance, we target first-year annual new store sales of approximately $4.0 million.

New stores have consistently opened strong, with higher net sales in their first 12

months of operations, than average existing stores due to brand excitement surrounding grand openings and produced an average payback period of approximately two years.

We believe that our consistent store performance, corporate infrastructure,

including our distribution centers, and disciplined approach to site selection support the portability and predictability of our new unit growth strategy.

Store-level management and training

Our Senior Vice President of Store Operations oversees all store activities.

Our stores are grouped into six regions, divided generally along geographic lines.

We employ regional directors, who

have responsibility for the day-to-day operations of the stores in their region.

Reporting to the regional directors are district team leaders and market team leaders who each manage a group of stores in their markets.

At the store level, the

leadership team consists of a store team leader and potentially a co-team leader and/or an assistant team leader, who supervise the full and part-time associates within the store.

Each store team leader is responsible for the daily operations of the store, including the processing of merchandise to the sales floor and the presentation of goods throughout the store.

team leaders are trained to maintain a clean and appealing store environment for our customers.

Store team leaders and co-team leaders are also responsible for the hiring, training, and development of associates.

We work tirelessly to hire talented people, to improve our ability to assess talent during the interview process and to regularly train those individuals at Ollie’s who are responsible for

interviewing candidates.

We also devote substantial resources to training our new managers through our Team Leader Training Program.

This program operates at designated training stores located across our footprint.

It provides an in-depth review

of our operations, including merchandising, policies and procedures, asset protection and safety, and human resources.

Part-time associates receive structured training as part of their onboarding.

For additional information on store-level management training and initiatives by the Company, see the discussion of Human Capital below.

Our stores sell high quality brand name household products that consumers use in their everyday lives at retail prices that are up to 70% below traditional retailers.

We do this through a

flexible buying model that focuses on closeout merchandise and excess inventory from suppliers and manufacturers around the world.

Other than end of season clearance events to sell down certain seasonal products, a few customer appreciation

events, and special incentives for our Ollie’s Army loyalty members, we generally do not engage in promotional pricing activities on a regular basis throughout the year.

Marketing and Advertising

Our marketing and advertising campaigns feature colorful caricatures and witty sayings in order to make our customers laugh.

We believe that by disarming our customers by getting them to giggle

a bit, they are able to look at and trust our products for what they are—extremely great bargains.

Our distinctive and often self-deprecating humor and highly recognizable caricatures are used in all of our stores, flyers and advertising

We tailor our marketing mix and strategy for each market, deal or promotion.

We primarily use the following forms of marketing and advertising:

Our marketing and advertising activities are designed to communicate the value and assortment of merchandise available in our stores and to drive store traffic.

Our messaging emphasizes the availability of brand name

merchandise, closeout opportunities, and price discounts relative to traditional retail prices.

A central element of our merchandising approach is the “treasure hunt” nature of our assortment.

Because we source a significant portion of our

inventory through opportunistic closeout purchases, our merchandise mix changes frequently and often includes limited quantities of brand name products.

Our marketing highlights these changing assortments and encourages customers to visit our

stores regularly to view newly available merchandise.

Our closeout sourcing model and frequently changing merchandise assortment influence our marketing approach.

New deals and branded merchandise opportunities arrive throughout the year, and our

advertising communicates current values and recently arrived merchandise in order to encourage repeat store visits.

We utilize analytical tools to evaluate the effectiveness of our advertising investments and allocate marketing spending across channels.

As part of this process, we use media mix modeling and related analytical

techniques to assess the relative effectiveness of various marketing channels and inform decisions regarding marketing allocation and campaign planning.

Our marketing strategy is designed to maintain marketing expenses at a relatively modest level

as a percentage of net sales while continuing to support customer engagement and store traffic.

We utilize a range of marketing channels to reach both existing and prospective customers, including the following:

Digital marketing including social media :

We maintain a digital presence through our website, mobile application, and social media platforms.

Our owned channels include targeted email and SMS

communications that allow us to communicate directly with customers regarding merchandise arrivals, promotional events, and other savings opportunities.

We also utilize paid digital media across a variety of platforms, including TikTok,

Instagram, YouTube, and Facebook, as well as influencer partnerships and paid search and display advertising;

Print and direct mail :

Our flyers are typically distributed semi-monthly, with increased frequency in peak shopping periods, and serve as the foundation of our marketing

strategy, to remain top of mind with our shoppers.

They highlight current deals to create shopping urgency and drive traffic and increase frequency of store visits;

Television and radio :

We selectively utilize creative television/ o ver the top television (“OTT”)

and radio advertising campaigns in targeted markets throughout the year, to create brand awareness and support new store openings;

Charity and community events :

We are dedicated to maintaining a visible presence in the communities in which our stores are located through the sponsorship of charitable

organizations such as Feeding America, Toys for Tots, Children’s Miracle Network, and the Cal Ripken, Sr.

We believe supporting these organizations promotes our brand, underscores our values and builds a sense of community;

Digital marketing and social media :

We maintain an active online presence and promote our brand through our website, our mobile app, and digital and social media

platforms, including influencers across TikTok, Instagram, YouTube and Facebook.

We also utilize targeted email marketing to highlight our latest brand name offerings and drive traffic to our stores.

Our customer loyalty program, Ollie’s Army, stands at 15.1 million members as of February 1, 2025, an increase of 8.3% from 2023.

In 2024, Ollie’s Army members accounted for over 82% of net

sales and spent approximately 40% more per shopping trip, on average, than non-members.

Consistent with our marketing strategy, we engage new and existing Ollie’s Army members through the use of witty phrases and signage;

examples include

“Enlist in Ollie’s Army today,” “become one of the few, the cheap, the proud” and “Ollie’s Army Boot Camp…all enlistees will receive 15% off their next purchase.” Throughout the year, for every $250 Ollie’s Army members spend, they receive a

coupon for 10% off their next entire purchase.

Ollie’s Army ‘ranks’ are another savings opportunity for members.

For the first $250 and $500 members spend in a calendar year, they receive a coupon for 20% and 30% off of one item, respectively.

Historically, Ollie’s Army members have demonstrated high redemption rates for promotional activities exclusive to Ollie’s Army members, such as our Valentine’s, Boot Camp, and 15% off holiday mailers.

In addition, Ollie’s Army members have

historically enthusiastically responded to Ollie’s Army Night, an annual one-day after-hours sale in December exclusively for members.

We expect to continue leveraging the data gathered from our proprietary database of Ollie’s Army members to

better segment and target our marketing initiatives and increase shopping frequency.

In July of fiscal 2024, the Company launched a co-branded Visa® credit card in an effort to expand the benefits available to our Customers under the Ollie’s Army loyalty program.

Program is maintained by Sunbit, a leading financial technology solutions provider.

Ollies Army Members can sign up for the card in stores and online.

Customers are never charged fees, and the card features industry-high approval rates.

credit card helps increase Ollie’s brand presence in customers’ wallets, fostering long-term loyalty.

Ollie’s loyalty program members earn additional points whenever they use their Ollie’s card for purchases at Ollie’s and anywhere else the card

The program was initially launched in Pennsylvania and will be rolled out across all stores by the end of fiscal 2025.

We compete with a diverse group of retailers, including discount, closeout, mass merchant, department, grocery, drug, convenience, hardware, variety, online, and other specialty stores.

The principal basis on which we compete against other retailers is by offering an ever-changing selection of brand name products at compelling price points in an exciting shopping environment.

Accordingly, we compete against a fragmented group of retailers, wholesalers, and jobbers to acquire merchandise for sale in our stores.

Our established relationships with our suppliers, coupled with our scale, associated buying power, financial credibility and responsiveness, often makes Ollie’s the first call for available

Our direct relationships with suppliers have increased as we have grown, and we continuously strive to broaden our supplier network.

Print advertising remains a component of our marketing strategy, including flyers distributed periodically during the year.

Flyers highlight current deals and newly arrived

merchandise and are intended to encourage store visits during the promotional period;

Television, connected television, and online video :

We utilize television, connected television (“CTV”), over-the-top (“OTT”) and online video advertising in certain markets throughout the year.

These campaigns are used to support brand awareness, customer acquisition and store openings;

Community engagement :

We maintain a presence in the communities in which we operate through charitable partnerships and local initiatives.

The Company supports a variety of organizations,

including Feeding America, Toys for Tots, Children’s Miracle Network Hospitals, and the Cal Ripken Sr.

Ollie’s Army Loyalty Program

We operate a customer loyalty program called Ollie’s Army.

Membership in the program is free, and members earn points for every dollar spent in our stores that accumulate toward rewards redeemable for future

Members also receive coupons, early notification of promotional events and other communications throughout the year.

As of January 31, 2026, the program had approximately 17 million members.

During 2025, Ollie’s Army members accounted

for more than 80% of net sales and spent approximately 40% more per transaction than non-members.

Information generated through the Ollie’s Army program, including demographic, behavioral and purchasing data, supports our marketing activities and

customer communications.

Co-Branded Credit Card Program

In fiscal 2024, we launched a co-branded Visa® credit card program in connection with the Ollie’s Army loyalty platform.

The card program is administered by Sunbit.

Customers may apply for the card in stores or

online, and individuals who are not already members are automatically enrolled in the Ollie’s Army program upon approval.

The card does not charge an annual fee and allows customers to earn additional loyalty points when making purchases at

Ollie’s and at other merchants that accept Visa®.

We operate four distribution centers encompassing approximately three million square feet.

The locations for our distribution centers are selected to minimize logistics costs and optimize shipping efficiencies to our

Our distribution centers, located in Pennsylvania, Georgia, Texas, and Illinois are built to suit our specific business model, with a combination of automated systems and manual processes to manage the wide variety of merchandise we

We have made significant investments in our distribution network and personnel to support our growth and expansion.

We built and opened our fourth distribution center in 2024 and plan to expand two existing distribution centers in 2026 and

Our distribution centers utilize warehouse and labor management tools that support the processing of inventory.

We use various third-party freight carriers to ship items to and from our distribution centers and our stores.

We operate in a highly competitive retail industry, success in which is based on many factors, such as price, merchandise quality and assortment, store location, convenience, and customer

We compete with local, regional, national, and international discount, closeout, off-price, mass merchant, warehouse, department, grocery, drug, convenience, hardware, variety, and other specialty stores and retailers selling products in

stores, online, and other media or channels.

Our primary point of differentiation against other retailers is the pricing of our products.

Our goal is to be the lowest priced retailer of any product offered by our stores by utilizing a flexible

buying model that focuses on closeout merchandise and excess inventory from suppliers and manufacturers around the world.

Our stores offer Real Brands!

Real Bargains!

® in a treasure hunt shopping environment at prices up to 70% below traditional

Our business is seasonal.

Historically, our sales and profits have been highest in the fourth fiscal quarter, followed by the second fiscal quarter because of the sale of seasonal products.

To prepare for the

holiday sales season, we must order and keep in stock more merchandise than we carry during other times of the year and generally engage in additional marketing efforts.

We expect inventory levels, along with accounts payable and accrued expenses,

to reach their highest levels in our third and fourth fiscal quarters in anticipation of increased net sales during the holiday sales season.

As a result of this seasonality, and generally because of variation in consumer spending habits, we

experience fluctuations in net sales and working capital requirements during the year.

Because we offer a broad selection of merchandise at extreme values, we believe we are generally less impacted than other retailers by economic cycles, which

correspond with declines in general consumer spending habits, and we believe we still benefit from periods of increased consumer spending.

Trademarks and Other Intellectual Property

We own multiple state and federally registered trademarks related to our brand, including “Ollie’s,” “Ollie’s Bargain Outlet,” “Good Stuff Cheap,” “Ollie’s Army,” “Real Brands Real Cheap!,” and

“Real Brands!

Real Bargains!,” among others.

In addition, we maintain a federal trademark for the image of Ollie, the face of our company.

We also own registered trademarks for many of our private labels such as “Sarasota Breeze,” “Steelton

Tools,” “American Way,” and “Middleton Home,” among others.

We routinely prosecute trademarks where appropriate, both for private label goods and to further identify our goods and services.

We enter into trademark license agreements as

necessary, which may include our private label offerings, such as the Magnavox products available in our stores.

We believe that our trademarks, trade names, copyrights, proprietary processes, trade secrets, trade dress, domain names and similar intellectual property are valuable to our business.

We have registered, or applied

for the registration of, a number of U.S.

domain names, trademarks, service marks and copyrights.

Our trademark registrations have various expiration dates;

however, assuming that the trademark registrations are properly renewed,

they have a perpetual duration.

We also own several domain names, including www.ollies.us, www.ollies.com, www.olliesbargainoutlet.com, www.olliesarmy.com, www.ollies.cheap, www.sarasotabreeze.com and

www.olliesmail.com , and unregistered copyrights in our website content.

We attempt to obtain registration of our trademarks and other intellectual property as practical and pursue infringement of those marks when appropriate.

Our management information systems provide a full range of business process assistance and timely information to support our merchandising team and strategy, management of multiple distribution

centers, stores and operations, and financial reporting.

We believe our current systems provide us with operational efficiencies, scalability, management control, and timely reporting that allow us to identify and respond to merchandising and

operating trends in our business.

We use a combination of internal and external resources to support store point-of-sale, merchandise acquisition and distribution, inventory management, financial reporting, real estate, and administrative

We continuously assess ways to maximize productivity and efficiency, as well as evaluate opportunities to further enhance our existing systems.

Our existing systems are scalable to support future growth.

however, assuming that the trademark registrations are properly renewed, they have a

perpetual duration.

We rely on trademark, copyright, and patent laws, trade-secret protection, and confidentiality and/or license agreements to protect our proprietary rights.

Government Regulation

We are subject to state and federal laws including labor and employment laws, including minimum wage requirements and wage and hour laws, laws governing advertising, privacy laws, safety

regulations, environmental laws and regulations, and other laws, including consumer protection regulations that regulate retailers and/or govern product standards, the promotion and sale of merchandise and the operation of stores and warehouse

We monitor changes in these laws and believe that we are in material compliance with all applicable laws.

We are subject to state and federal laws including labor and employment laws, including minimum wage requirements and wage and hour laws, advertising laws, privacy laws, safety regulations, environmental laws and

regulations, and other laws, including consumer protection regulations, and laws that govern retailers and/or product standards, the promotion and sale of merchandise, and the operation of stores and warehouse facilities.

We monitor changes in

these laws and believe that we are in material compliance with all applicable laws.

We source a portion of our products from outside the United States.

Foreign Corrupt Practices Act and other similar anti-bribery and anti-kickback laws and regulations generally

prohibit companies and their intermediaries from making improper payments to non-U.S.

Foreign Corrupt Practices Act and other similar anti-bribery and anti-kickback laws and regulations generally prohibit companies and their

intermediaries from making improper payments to non-U.S.

officials for the purpose of obtaining or retaining business.

Our policies and our vendor code of conduct mandate compliance with applicable law, including

these laws and regulations.

Our policies and our vendor code of conduct mandate compliance with applicable laws, including these laws and regulations.

Human Capital

Attracting, developing, and retaining quality talent is key to our growth, and our success depends on cultivating an engaged and motivated workforce.

We work hard to create an environment where Ollie’s team members can build fulfilling careers and we take pride in providing opportunities for growth and development.

We work hard to create an environment where Ollie’s team

members can build fulfilling careers and we take pride in providing opportunities for growth and development.

As of January 31, 2026, we employed over 13,000 associates, with more than half of these as full-time associates.

Of our total associate base, approximately 1,300 were based at our store

support center and distribution centers, and the remaining were store and field associates.

The number of associates in a fiscal year fluctuates depending on the business needs at different times of the year.

None of our associates belong to a

union or are party to any collective bargaining or similar agreement.

Workplace and Culture

We seek to build a workplace of belonging where we can leverage our collective talents, striving to ensure that all associates are treated with dignity and respect.

believe that a workforce with a diversity of viewpoints, background, experience and industry knowledge is key to our culture and long-term success.

We are committed to providing equal employment opportunities and advancement consideration to all

individuals based on job-related qualifications and ability to perform the job as well as maintaining an environment that is free of intimidation or harassment.

We value the talents and contributions of our associates and by focusing on our team

members we know that the entire Ollie’s community will be well served.

We believe that a workforce with a diversity of

viewpoints, background, experience, and industry knowledge is key to our culture and long-term success.

We are committed to providing equal employment opportunities and advancement consideration to all individuals based on job-related

qualifications and ability to perform the job as well as maintaining an environment that is free of intimidation or harassment.

We value the talents and contributions of our associates, and by focusing on our team members, we know that the entire

Ollie’s community will be well served.

Oversight and Management

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and turnover rates and administers our talent and training programs and review process to support the development of our talent pipeline.

As of February 1, 2025, we employed over 12,800 associates, approximately 5,900 of whom were full-time and approximately 6,900 of whom were part-time.

Of our total associate base, approximately 1,200 were based at

our store support center and distribution centers, and the remaining were store and field associates.

The number of associates in a fiscal year fluctuates depending on the business needs at different times of the year.

As of February 1, 2025, approximately 60% of our workforce is self-identified female and approximately 40% is self-identified male.

Over 40% of our workforce has self-identified as having a racial or ethnic minority background.

of our associates belong to a union or are party to any collective bargaining or similar agreement.

Associate Training and Development Programs

We offer a compelling work environment with meaningful growth and career-development opportunities.

This starts with the opportunity to do challenging work and learn on the job and is

supplemented by programs and continuous learning that help our team build skills to advance.

We provide opportunities for our associates to do challenging work and learn on the job, and we supplement those

opportunities with programs and continuous learning that help our team build skills to advance.

We encourage a “promote-from-within” environment when internal resources permit.

We also provide internal leadership development programs designed to

prepare our high-potential team members for greater responsibility.

We believe internal promotions, coupled with the hiring of individuals with previous retail experience, will provide the management structure necessary to support our long-term

strategic growth initiatives.

Our Ollie’s Leadership Institute (“OLI”) is a program that is used to equip field associates with the ability to advance their career.

Each OLI participant receives an individual development plan, designed to

prepare them for their next level position.

We also provide internal leadership development programs designed

to prepare our high-potential team members for greater responsibility.

We believe internal promotions, coupled with the hiring of individuals with previous retail experience, will provide the management structure necessary to support our

long-term strategic growth initiatives.

Our Ollie’s Leadership Institute (“OLI”) equips field associates with the ability to advance their career.

Each OLI participant receives an individual development plan, designed to prepare

them for their next level position.

Reflecting our belief in our “home grown” talent, OLI is our preferred source for new supervisors and team leaders.

In 2024, over 60% of our current district team leaders were internally promoted to

their position.

In 2025, over 65% of our current district team leaders were internally promoted to their

Company-wide, over 60% of our field positions were filled by internal promotions.

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We are committed to providing market-competitive compensation for all positions.

Eligible team members participate in one of our various bonus incentive programs, which provide

the opportunity to receive additional compensation based upon store and/or Company performance.

In addition, we provide our eligible team members the opportunity to participate in a 401(k) retirement savings plan with a Company-sponsored

We also share in the cost of health insurance provided to eligible team members, and team members receive a discount on merchandise purchased from the Company.

We additionally provide our team members with paid time off.

Eligible team members participate in one of our various bonus incentive programs, which provide the opportunity to receive additional

compensation based upon store and/or Company performance.

In addition, we provide our eligible team members the opportunity to participate in a safe harbor 401(k) retirement savings plan with a Company-sponsored match.

We also share in the cost

of health insurance provided to eligible team members, and team members receive a discount on merchandise purchased from the Company.

We additionally provide eligible team members with paid time off.

Workplace Health and Safety

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This includes administering an occupational injury- and illness-prevention program, together with an employee assistance program for team members.

Our business is seasonal in nature and demand is generally the highest in our fourth fiscal quarter due to the holiday sales season.

To prepare for the holiday sales season, we must order and keep in stock more

merchandise than we carry during other times of the year and generally engage in additional marketing efforts.

We expect inventory levels, along with accounts payable and accrued expenses, to reach their highest levels in our third and fourth

fiscal quarters in anticipation of increased net sales during the holiday sales season.

As a result of this seasonality, and generally because of variation in consumer spending habits, we experience fluctuations in net sales and working capital

requirements during the year.

Because we offer a broad selection of merchandise at extreme values, we believe we are generally less impacted than other retailers by economic cycles, which correspond with declines in general consumer spending

habits and we believe we still benefit from periods of increased consumer spending.

Available Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act

1934 are available free of charge on our website, www.ollies.com, as soon as reasonably practicable after the electronic filing of such reports with the Securities and Exchange Commission (“SEC”).

The contents of our website are not, however, a part

of this report or intended to be incorporated by reference in any other report or document we file with the SEC.

The contents of our website are not, however, a

part of this report or intended to be incorporated by reference in any other report or document we file with the SEC.

The SEC also maintains a website (www.sec.gov) that contains reports, proxy, and information statements and other information

regarding issuers that file electronically with the SEC.

Investing in our common stock involves a high degree of risk.

You should carefully consider the following risk factors, as well as other information in this Annual Report on Form 10-K, before

deciding whether to invest in the shares of our common stock.

The occurrence of any of the events described below could have a material adverse effect on our business, financial condition, or results of operations.

In the case of such an event,

the trading price of our common stock may decline, and you may lose all or part of your investment.

RISK FACTOR SUMMARY

We are providing the following summary of the risk factors contained in our Form 10-K to enhance the readability and accessibility of our risk factor disclosures.

We encourage our stockholders to carefully review

the full risk factors contained in this Form 10-K in their entirety for additional information regarding the risks and uncertainties that could cause our actual results to vary materially from recent results or from our anticipated future results.

Risks Related to Business and Operations

We may not be able to execute our opportunistic buying strategy or adequately manage or source inventory in response to consumer demands;

Fluctuations in comparable store sales and results of operations, including fluctuations on a quarterly basis, could cause our business performance to decline substantially, as comparable store sales and results of operations have

fluctuated in the past and may do so again in the future;

The loss or disruption of one or more of our distribution centers or disruption of our supply chain or third-party shipping carriers could also make it difficult for us to timely receive or distribute merchandise to our stores;

External economic pressures over which we have no or limited control, including, among other items, inflation, a significant decline in economic activity across the economy, occupancy costs, transportation costs, geopolitical activities

and discord, war, civil unrest, climate and weather conditions, all may reduce our profitability;

Consumer confidence and spending may be reduced in light of factors beyond our control, and our results of operations and financial results may suffer;

Competition may increase in our segment of the retail market, which could put negative pressure on our results of operations and financial condition;

We are a “brick and mortar only” retailer.

Our lack of an online shopping option and an omnichannel customer experience may mean that we could face challenges to grow and retain customers.

Our customers, including our Ollie’s Army

loyalty program members, may determine to shop at other stores or through web- and mobile-enabled services and therefore may not be as likely to shop at our stores;

Identification of potential store locations and lease negotiations may not keep pace with our growth strategy;

We may not be able to develop and operate our distribution centers in an efficient or effective manner and that may result in not having sufficient inventory in our stores;

Shrinkage or the loss or theft of inventory and/or poor inventory management may materially, negatively impact our results of operations;

We may not be able to hire and retain the right people to run our stores and our distribution centers.

We also may not be able to hire and retain managerial personnel, the appropriate merchant team for our retail segment, and the senior

management team and executive officers sufficient to meet our goals.

As a consequence, our results of operations and financial results may suffer.

Risks Related to Legal and Regulatory Issues

Legislative, regulatory, and other actions, as well as executive orders and other policies promulgated by the current administration, including without limitation certain proposals regarding federal corporate tax reform and

border-adjusted taxes, and taxes, tariffs, and trade sanctions levied on imported goods, could be unpredictable and could have unforeseen consequences that could materially, adversely affect our business, financial position, results of

operations, and cash flows;

We are subject to governmental laws, regulations, procedures, and requirements, including those applicable to retailers specifically, which can lead to substantial penalties if we fail to achieve and/or maintain compliance;

From time to time, we are involved in legal proceedings from customers, suppliers, other vendors, employees, governments and governmental agencies, or competitors;

From time to time, we may be involved in legal proceedings from stockholders;

We may not effectively manage and enforce our legal rights and remedies, including our intellectual property rights.

Risks Related to Technology and Cybersecurity

We may fail to adequately anticipate vulnerabilities to cybersecurity threats or maintain the security of information we hold relating to personal information or payment card data of our customers, employees, and suppliers;

We may not adequately prepare for, or respond to, existing and future privacy and/or cybersecurity legislation;

We may not be able to timely or adequately maintain or upgrade our technology systems needed for operations;

We may not adopt technological advancements, such as artificial intelligence (“AI”), as quickly or effectively as our competitors, or we may rely on such technological advancements to too great an extent, in either case such that there

is an adverse effect on our operations.

Risks Related to Accounting and Financial Matters

If our estimates or judgments relating to significant accounting policies prove to be incorrect, we could suffer negative financial results;

Changes to the accounting rules or regulations could have material adverse effects on our results of operations.

Risks Related to Ownership of Our Common Stock and Corporate Governance

Compliance with the regulatory requirements of public companies requires substantial time and Company resources;

There is risk associated with our fluctuating quarterly operating results, and we may fall short of prior periods, our projections, or the expectations of securities analysts or investors;

Our stock price is subject to analyst and industry influence, perceptions of future performance, our actual or perceived navigation of environmental, social, and governance principles, and other factors that can result in stock price

We may not declare dividends on our common stock in the foreseeable future;

There are provisions in our organizational documents that could delay or prevent a change of control.

Risks Related to Our Indebtedness and Capitalization

Our credit facility can limit our ability to find other sources of financing and affect our ability to generate and manage cash flow;

There are covenants contained in our credit facility that we must meet in order to be able to use it;

If we are unable to generate sufficient cash flow to meet debt service, it could negatively impact our liquidity;

We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value.

For a more complete discussion of the material risks facing our business, see below.

BUSINESS AND OPERATIONS

We may not be able to execute our opportunistic buying strategy, adequately manage our supply of inventory, or anticipate customer demand, which could have a material adverse

effect on our business, financial condition, and results of operations.

Our business is dependent on our ability to strategically source a sufficient volume and variety of brand name merchandise at opportunistic pricing.

We do not have significant control over the supply, design,

function, cost, or availability of much of the merchandise that we offer for sale in our stores.

Additionally, because we source a substantial amount of our merchandise from suppliers on a closeout basis, or with significantly reduced prices for

various reasons, we are not always able to purchase specific merchandise on a recurring basis.

We do not have long-term contracts with our suppliers and, therefore, we have no contractual assurances of pricing or access to merchandise, and any

supplier could discontinue sales to us at any time or offer us less favorable terms on future transactions.

Our merchant team generally makes individual purchase decisions for merchandise that becomes available, and these purchases may be for

large quantities that we may not be able to sell on a timely or cost-effective basis.

To the extent that certain of our suppliers are better able to manage their inventory levels and reduce the amount of their excess inventory, the amount of

discount or closeout merchandise available to us could also be materially reduced, potentially compromising our profit margin goals for procured merchandise.

Due to economic uncertainties, governmental orders, or other challenges, one or more of

our suppliers could become unable to continue supplying discounted or closeout merchandise on terms or in quantities acceptable or desirable to us.

We also compete with other retailers, wholesalers, and jobbers for discounted and closeout

merchandise to sell in our stores.

Those businesses may be better able to anticipate customer demand or procure desirable merchandise.

Shortages or disruptions in the availability of brand name or unbranded merchandise of a quality acceptable to

our customers and to us could have a material adverse effect on our business, financial condition, and results of operations and also may result in customer dissatisfaction.

In addition, we may significantly overstock merchandise that proves to be

undesirable and be forced to take significant markdowns.

We cannot ensure that our merchant team will continue to identify the appropriate customer demand and take advantage of appropriate buying opportunities, which could have a material adverse

effect on our business, financial condition, and results of operations.

Risks associated with or faced by our suppliers could adversely affect our results of operations and financial performance.

We source our merchandise from a variety of suppliers, and we depend on them to supply merchandise in a timely and efficient manner.

If one or more of our current suppliers became unable to supply merchandise,

seeking alternative sources could increase our merchandise costs and supply chain lead time, potentially resulting in temporary reductions in store inventory levels, and could reduce the selection and quality of our merchandise.

An inability to

obtain alternative sources could materially decrease our sales.

Additionally, if a supplier fails to deliver on its commitments, we could experience merchandise out-of-stocks that could lead to lost sales and reputational harm.

Further, failure

of suppliers to meet our compliance protocols could prolong our procurement lead time, resulting in lost sales and adverse margin impact.

Changes to the prices and flow of certain merchandise is, at times, beyond our control for reasons that

include, among others:

political or civil unrest, acts of war, currency fluctuations, disruptions in maritime lanes, port labor disputes, economic conditions and instability in countries in which foreign suppliers are located, the financial

instability of suppliers, failure to meet our terms and conditions or our standards, issues with our suppliers’ labor practices or labor disruptions they may experience (such as strikes, stoppages or slowdowns, which could also increase labor costs

during and following the disruption), the availability and cost of raw materials, pandemic outbreaks, merchandise quality or safety issues, transport availability and cost, increases in wage rates and taxes, transport security, inflation, and other

factors relating to suppliers.

Any such circumstances could adversely affect our results of operations and profitability.

Fluctuations in comparable store sales and results of operations, including fluctuations on a quarterly basis, could cause our business performance to decline substantially.

Our results of operations have fluctuated in the past, including on a quarterly basis, and can be expected to continue to fluctuate in the future.

Our comparable store sales and results of operations are affected by a variety of factors, including without limitation:

national and regional economic trends in the United States;

changes in gasoline prices;

changes in shipping and transportation costs;

changes in our merchandise mix;

changes in pricing;

changes in the timing of promotional and advertising efforts;

holidays or seasonal periods.

If our future comparable store sales fail to meet expectations, then our cash flow and profitability may decline substantially, which could have a material adverse effect on our business, financial condition, and

results of operations.

We rely on third parties to move merchandise through ports and transport them from ports to our centralized distribution centers.

Our ability to timely and effectively deliver merchandise to our stores relies in part on shipping and transportation partners to timely and safely move our merchandise from manufacturing facilities to ports and then

onto oceangoing carriers.

The demand for space onboard oceangoing vessels can vary and costs to secure space can vary greatly.

We may be subject to higher transportation costs or be unable to secure space for containers on economically reasonable

There also may be labor or other disputes at either ports of departure or at ports of entry that may delay or otherwise hinder the flow of merchandise.

Additional factors, such as customs or border control policies and enforcement and new

or changing tariffs or trade sanctions, such as additional or new import tariffs, may further delay or hinder transportation of merchandise or the costs to obtain them.

There are multiple factors in the transportation of merchandise that are both

outside of our control and which may negatively impact the cost of the merchandise or the timeframes in which we receive the same.

Factors such as inflation, tariffs, cost increases, and energy prices could have a material adverse effect on our business, financial condition, and

results of operations.

Future increases in costs, such as the cost of labor, merchandise, shipping rates, freight and other transportation costs (including import costs), and store occupancy costs, may reduce our profitability, given our

pricing model.

These cost increases may be the result of inflationary pressures, geopolitical factors, or public policies, which could further reduce our sales or profitability.

Increases in other operating costs, including changes in energy

prices, wage rates, and lease and utility costs, may increase our cost of merchandise sold or selling, general, and administrative expenses.

Our low-price model and competitive pressures in our industry may inhibit our ability to reflect these

increased costs in the prices of our merchandise and, therefore, reduce our profitability and have a material adverse effect on our business, financial condition, and results of operations.

Our ability to generate revenue is dependent on consumer confidence and spending, which may be subject to factors beyond our control, including changes in economic and political

conditions, as well as health concerns.

The success of our business depends, to a significant extent, on the level of consumer confidence and spending.

A number of factors beyond our control affect the level of customer confidence and spending on the

merchandise that we sell, including, among other items:

energy and gasoline prices;

shipping and transportation costs;

disposable income of our customers, which is impacted by unemployment levels, personal debt levels, and wages;

interest rates and inflation;

discounts, promotions, and merchandise offered by our competitors;

negative reports and publicity about the discount retail industry;

outbreak of viruses or widespread illness, and behavioral changes from a fear of contracting such viruses or illness;

general economic and industry conditions;

the state of the housing market;

customer confidence in future economic conditions;

fluctuations in the financial markets;

government sponsored relief packages and governmental benefits, such as social security benefits, as affected by current cost of living adjustments, as well as any government stimulus payments and unemployment benefits;

tax rates and policies;

tariffs and trade sanctions on imported goods;

repercussions, or perceived repercussions, from the current presidential administration’s policies and activities;

social and political influences upon the demand for goods sourced from certain countries or sold by particular vendors;

civil unrest, natural disasters, war, terrorism, and other hostilities.

Reduced customer confidence and spending may result in reduced demand for our merchandise, including discretionary items, and may force us to take inventory markdowns.

Reduced demand also may require increased

selling and promotional expenses.

Adverse economic conditions and any related decrease in customer demand for our merchandise could have a material adverse effect on our business, financial condition, and results of operations.

Many of the factors identified above also affect commodity rates, transportation costs, costs of labor, insurance, and healthcare, the strength of the U.S.

dollar, lease and other site acquisition costs, measures

that create barriers to or increase the costs associated with international trade, changes in other laws and regulations, and other economic factors, all of which may impact our cost of merchandise sold and our selling, general, and administrative

expenses, which could have a material adverse effect on our business, financial condition, and results of operations.

We do not compete in the growing online and omnichannel retail marketplace, which could have a material adverse effect on our business, financial condition, and results of

Our long-term business strategy does not presently include the development of online retailing capabilities or offering of an omnichannel shopping experience.

To the extent that we implement online operations, we

would incur substantial expenses related to such activities and would be exposed to additional risks, including additional cybersecurity risk.

Furthermore, the development of an online retail marketplace is a complex undertaking, and there is no

guarantee that the resources we apply to this effort would result in any material increased revenues or better overall operating performance.

However, with the growing acceptance of online and omnichannel shopping, both among consumers who

previously shopped online and consumers who did not previously do so, or did not do so as frequently, we may continue to face challenges related to customers shopping in brick-and-mortar stores.

In addition, the increased proliferation of mobile

devices and enhanced and robust connections to mobile networks and competition from other retailers in the online and omnichannel retail marketplace are expected to continue to increase and may negatively impact our results of operations.

of traditional online retailers have established robust online and omnichannel operations.

Increased competition from online or omnichannel retailers and our lack of an online or omnichannel retail presence may reduce our customers’ desire to

purchase merchandise from us and could have a material adverse effect on our business, financial condition, and results of operations.

If consumers elect to shop more online due to cultural or health concerns, those consumers may be less likely to

return to brick-and-mortar retailers in the future.

We face intense competition, which could limit our growth opportunities and adversely impact our financial performance.

We compete with a highly fragmented group of competitors, including discount, closeout, mass merchant, department, grocery, drug, convenience,

hardware, variety, online, and other specialty stores.

We compete with these retailers with respect to product cost and price, store location, supply and quality of merchandise, assortment and presentation, and customer service among other

This competitive environment subjects us to the risk of an adverse impact to our financial performance because of the lower prices, and thus the lower margins, that are required to maintain our competitive position.

A number of different

competitive factors outside of our control could impact our ability to compete effectively, including without limitation:

entry of new competitors in our markets;

vertical integration of competitors;

increased operational efficiencies of competitors;

online and omnichannel retail capabilities of our competitors;

competitive pricing strategies, including deep discount pricing by a broad range of retailers during periods of poor customer confidence, low discretionary income, or economic uncertainty;

continued and prolonged promotional activity by our competitors;

liquidation sales by our competitors that have filed or may file in the future for bankruptcy;

geographic expansion by competitors into markets in which we operate;

adoption by existing competitors of innovative store formats or retail sales methods, including online and omnichannel.

A number of our competitors also have greater financial, operational, and other resources, greater brand recognition, longer operating histories, and a broader geographic presence than us.

We may be vulnerable to

the marketing power and high level of customer recognition of these larger competitors and to the risk that these or other competitors could attract our customer base, including members of Ollie’s Army.

In addition, if any of our competitors were to consolidate their operations, such consolidation may result in competitors with greatly improved financial resources, improved access to merchandise, greater market

penetration, and other improvements in their competitive positions, as well as result in the provision of a wider variety of merchandise at competitive prices by these consolidated companies, which could have a material adverse effect on our

business, financial condition, and results of operations.

We cannot guarantee that we will continue to be able to successfully compete against either existing or future competitors.

Our inability to respond effectively to competitive pressures, improved performance by our

competitors, and changes in the retail markets could result in lost market share and could have a material adverse effect on our business, financial condition, and results of operations.

We may not be able to retain the loyalty of our customers, particularly our Ollie’s Army members, which could have a material adverse effect on our business, financial

condition, and results of operations.

We depend on our loyal customer base, particularly our members of Ollie’s Army, for our consistent sales and sales growth.

Competition for customers has intensified as competitors have moved into, or increased their

presence in, our geographic markets and from the use of mobile and web-based technology that facilitates online and omnichannel shopping and real-time product and price comparisons.

We expect this competition to continue to increase.

competitors may be able to offer consumers promotions or loyalty program incentives that could attract our customers, including members of Ollie’s Army, or divide their loyalty among several retailers.

If we are unable to retain the loyalty of our

customers, our net sales could decrease, and we may not be able to grow our store base as planned, which could have a material adverse effect on our business, financial condition, and results of operations.

Our co-branded credit card program could pose reputational risk if not properly executed.

On July 23, 2024, we announced our partnership with Sunbit, a leading financial technology company, to launch a co-branded Visa® credit card, our first-ever co-branded credit card program.

We intend the partnership

to bring greater flexibility to our customers and enhance loyalty with our members, but if the program is not properly executed, is renewed on less favorable terms, or is terminated, it could adversely affect our operations and harm our brand,

reputation, and relationship with our loyal customer base, including our Ollie’s Army loyalty program members.

Our business requires that we lease substantial amounts of space and there can be no assurance that we will be able to continue to lease space on terms as favorable as the

leases negotiated in the past.

We lease the majority of our stores, our corporate headquarters, and our distribution centers in York, PA and Commerce, GA.

Our stores are leased from third parties, with typical initial lease terms of approximately

seven years with options to renew for successive five-year periods.

Historically, we have been able to negotiate favorable rental rates due in large part to the general state of the economy, the increased availability of vacant big box retail

sites, and our careful identification of favorable lease opportunities.

While we continually seek to identify the most advantageous lease opportunities, there is no guarantee that we will continue to be able to find low-cost second-generation

sites or obtain favorable lease terms.

Many of our lease agreements have defined escalating rent provisions over the initial term and any extensions.

Increases in our occupancy costs and difficulty in identifying economically suitable new store

locations could have significant negative consequences to our business, including without limitation:

requiring that a greater portion of our available cash be applied to pay our rental obligations, thus reducing cash available for other purposes and reducing profitability;

increasing our vulnerability to general adverse economic and industry conditions;

limiting our flexibility in planning for, or reacting to changes in, our business, or in the industry in which we compete.

We depend on cash flows from operations to pay our lease expenses and to fulfill our other cash needs.

If our business does not generate sufficient cash flows from operating activities to fund these expenses and

needs and sufficient funds are not otherwise available to us, we may not be able to service our lease expenses, grow our business, respond to competitive challenges, or fund our other liquidity and capital needs, which could harm our business.

Additional sites that we lease may be subject to long-term non-cancelable leases if we are unable to negotiate our current standard lease terms.

If an existing or future store is not profitable, and we decide to close it, we may nonetheless be

committed to perform our obligations under the applicable lease including, among other things, paying the base rent for the balance of the lease term.

Moreover, even if a lease has an early cancellation clause, we may not satisfy the contractual

requirements for early cancellation under that lease.

In addition, if we are not able to enter into new leases or renew existing leases on terms acceptable to us, this could have a material adverse effect on our business, financial condition, and

results of operations.

If we fail to open new profitable stores on a timely basis, successfully enter new markets, or implement other elements of our long-term growth strategy, our financial

performance could be materially adversely affected.

Our primary growth strategy is to open new profitable stores and expand our operations into new geographic regions.

Our ability to timely open new stores depends in part on several factors, many of which are beyond

our control, including the availability of attractive rents and store locations;

the absence of occupancy delays;

the ability to negotiate and enter into leases, or acquire ownership of properties, on acceptable terms;

our ability to obtain and

retain permits and licenses;

our ability to hire, train, and retain new personnel, especially store opening teams and store managers, in a cost effective manner;

our ability to adapt and grow our distribution and other operational and management

systems to an increasing and ever evolving network of stores;

the availability of capital funding for expansion;

our ability to respond to the demographic shifts and general economic conditions in the many different geographic markets where our

stores and distribution centers are located.

Business (Growth Strategy)” and “Item 7.

MD&A” for more information.

We may not anticipate all of the challenges imposed by the expansion of our business operations into new geographic markets.

Some new stores may be located in areas with different competitive and market conditions,

customer demographics and tastes, and discretionary spending patterns than our existing markets.

We may face a higher cost of entry, difficulties attracting labor, alternative customer demands, reduced brand recognition, and minimal operating

experience in these geographic markets.

Although we are extremely sensitive to cannibalizing existing stores, opening new stores in our established markets may also result in inadvertent oversaturation, sales volume transfer from existing stores

to new stores, and reduced comparable store sales, thus adversely affecting our overall results of operations and financial performance.

We may not manage our expansion effectively, and our failure to achieve or properly execute our expansion

plans could limit our growth or have a material adverse effect on our business, financial condition, and results of operations.

The failure to timely acquire, develop, open, and operate, or the loss of, disruption to, or interruption in the operations of, our centralized distribution centers could

materially adversely affect our business and operations.

With limited exceptions, inventory is shipped directly from suppliers to our distribution centers in York, PA, Commerce, GA, Lancaster, TX, and Princeton, IL, where the inventory is processed, sorted, and shipped to

We depend in large part on the orderly operation of this receiving and distribution process, which depends, in turn, on adherence to shipping schedules and effective management of our distribution centers.

Increases in transportation

costs (including increases in fuel and other variable costs), supplier-side delays, reductions in the capacity of carriers, changes in shipping companies, the impact of pandemics or health crises on our workforce, labor strikes, or shortages in the

transportation industry, war, civil unrest, geopolitical tensions, trade wars, and other unexpected delivery interruptions also have the potential to derail our orderly distribution process.

We also may not anticipate changing demands on our

distribution system or timely develop and open any necessary additional facilities.

In addition, events beyond our control, such as disruptions in operations due to fire or other catastrophic events or labor disagreements, may result in delays in

the delivery of merchandise to our stores.

While we maintain business interruption insurance, in the event one or more of our distribution centers are disrupted or shut down for any reason, such insurance may not be sufficient, and any related

insurance proceeds may not be timely paid to us.

In addition, our new stores receiving shipments may be further away from our distribution centers, which may increase transportation costs and may create transportation scheduling strains.

repeated, intermittent, or long-term disruption in the operations of our distribution centers would hinder our ability to provide merchandise to our stores and could have a material adverse effect on our business, financial condition, and results

of operations.

Our new store growth is dependent on our ability to successfully expand our distribution network capacity, and failure to achieve or sustain these plans could adversely affect

our performance.

We maintain distribution centers in York, PA, Commerce, GA, Lancaster, TX, and Princeton, IL, to support our existing and new stores as well as our store growth objectives.

We continuously assess ways to maximize

the productivity and efficiency of our existing distribution centers and evaluate opportunities for additional distribution centers.

Processing delays or difficulties in operations at our existing distribution centers or delays in opening,

processing delays, or difficulties in operations at our new distribution centers, could adversely affect our current operations by causing existing stores to have insufficient inventory, and could adversely affect future operations by slowing store

growth, which could, in turn, reduce sales growth.

In addition, any distribution-related construction or expansion projects entail risks which could cause delays and cost overruns, such as shortages of materials, shortages of skilled labor, work

stoppages, unforeseen construction issues, scheduling, engineering, environmental or geological problems, or other pandemics or types of contagion, weather interference, fires or other casualty losses, and unanticipated cost increases.

completion date and ultimate cost of future projects could differ significantly from initial expectations due to construction-related or other reasons.

We cannot guarantee that any project will be completed on time or within established budgets.

If we are not successful in managing our inventory balances, it could have a material adverse effect on our business, financial condition, and results of operations.

Efficient inventory management is a key component of our profitability and ability to generate revenue.

To be successful, we must maintain sufficient inventory levels and an appropriate product mix to meet our

customers’ demands without allowing those levels to increase to such an extent that the costs to store and hold merchandise adversely impact our results of operations.

If our buying decisions do not accurately correspond to customer preferences,

if we inappropriately price merchandise, or if our expectations about customer confidence or spending levels are inaccurate, we may have to take unanticipated markdowns to dispose of any excess inventory, which could have a material adverse effect

on our business, financial condition, and results of operations.

We continue to focus on ways to reduce these risks, but we cannot ensure that we will be successful in our inventory management.

Inventory shrinkage could have a material adverse effect on our business, financial condition, and results of operations.

We are subject to the risk of inventory loss and theft.

We cannot ensure that actual rates of inventory loss and theft in the future will be within our estimates or that the measures we are taking will effectively

reduce the problem of inventory shrinkage.

Although some level of inventory shrinkage is an unavoidable cost of doing business, if we were to experience higher rates of inventory shrinkage or incur increased security costs and other costs to

combat inventory theft, it could have a material adverse effect on our business, financial condition, and results of operations.

Labor shortages and increased turnover or increases in employee and employee-related costs could have adverse effects on our profitability.

We have experienced in the past, and expect to continue to experience, increased labor shortages at some of our stores and distribution centers.

While we have historically experienced some level of ordinary course

turnover of employees, a number of factors have had and may continue to have adverse effects on the labor force available to us, including reduced employment pools, federal unemployment subsidies, and other government regulations, which include

laws and regulations related to workers’ health and safety, wage and hour practices, and immigration.

Labor shortages and increased turnover rates involving our team members have led to, and could in the future lead to, increased costs, such as

increased overtime to meet demand and increased wage rates to attract and retain employees and could negatively affect our ability to efficiently operate our facilities or otherwise operate at full capacity.

An overall or prolonged labor shortage,

lack of skilled labor, increased turnover, or labor inflation could have a material adverse effect on our business, financial condition, and results of operations.

Our success depends on our executive officers, our merchant team, and other key personnel.

If we lose key personnel or are unable to hire additional qualified personnel, it could have a material

adverse effect on our business, financial condition, and results of operations.

Our success depends to a significant degree on the skills, experience and efforts of our executive officers, our merchant team, support center and field management, and other key personnel.

The unexpected loss of

services of any of our executive officers, senior members of our merchant team, or senior management could materially, adversely affect our business and operations.

Competition for skilled and experienced management in the retail industry is

intense, and our future success will depend on our ability to attract and retain qualified personnel, including our merchant team, which is responsible for purchasing, and negotiating the terms of, our merchandise.

Failure to attract new and

retain existing qualified personnel could have a material adverse effect on our business, financial condition, and results of operations.

If we are unable to attract, train, and retain highly qualified managerial personnel and sales associates in our stores and our distribution centers, our sales, financial

performance, and business operations may be materially adversely affected.

We focus on providing our customers with a memorable and engaging shopping experience.

To grow our operations and meet the needs and expectations of our customers, we must attract, train, and retain a large number

of highly qualified store management personnel and sales associates, while controlling labor costs.

Our ability to control labor costs is subject to numerous external factors and compliance with laws and regulatory structures, including

competition for, and availability of, qualified personnel in a given market, unemployment levels within those markets, governmental regulatory bodies such as the Equal Employment Opportunity Commission (“EEOC”) and the National Labor Relations

Board (“NLRB”), prevailing wage rates and wage and hour laws, minimum wage laws, the impact of legislation governing labor and employee relations or benefits, such as the Affordable Care Act (“ACA”), costs of health insurance and other health

benefits, healthcare costs, and our ability to maintain good relations with our associates.

We compete with many other retail businesses for many of our store management personnel, and sales associates in hourly and part-time positions.

positions have had historically high turnover rates, which lead to increased training and retention costs.

The accelerated pace at which we have been, and plan to continue, opening new stores, both in existing and new markets, could make it

increasingly difficult to recruit, hire, and retain employees that will be able to properly execute our business goals and offer our customers a quality experience in those new stores.

Further, changes in immigration laws, regulations, and

enforcement could adversely affect the pool of candidates legally available to fill positions.

We also rely on associates in our distribution centers to ensure the efficient processing and delivery of merchandise from our suppliers to our stores.

If we are unable to attract and retain quality associates and

management personnel, fail to comply with the regulations and laws impacting personnel, or have difficulty accurately predicting employee-related costs (including healthcare costs), and establishing accurate budgetary reserves for such costs, it

could have a material adverse effect on our business, financial condition, and results of operations.

Our success depends on our marketing, advertising, and promotional efforts.

If we are unable to implement those efforts successfully, or if our competitors engage in more

effective marketing, advertising, and promotional efforts than we are, it could have a material adverse effect on our business, financial condition, and results of operations.

We use marketing and promotional programs to attract customers to our stores and to encourage purchases by our customers.

Although we use various media for our promotional efforts, including regular and Ollie’s Army

mailers, email campaigns, radio and television advertisements, and sports marketing, we primarily advertise our in-store offerings through printed flyers.

In 2025, over 40% of our advertising spend was for the printing and distribution of flyers.

If the efficacy of printed flyers as an advertising medium declines, or if we fail to successfully develop and implement new marketing, advertising, and promotional strategies, such as an effective social media strategy, our competitors may be able

to attract the interest of our customers, which could reduce customer traffic in our stores.

Changes in the amount and degree of promotional intensity or merchandising strategy by our competitors could cause us to have difficulties in retaining

existing customers and attracting new customers.

Further, social media allows for an increased speed at which publicity, both positive and negative, can be transmitted.

Information spread over social media, whether based on actual or perceived

conditions or events, could be disseminated before we can meaningfully investigate and respond to the underlying issue, if any.

Negative online postings or comments about our business, including as a result of inaccurate, fictitious, or even

malicious postings or social media content, could adversely affect our business and cause damage to the value of our brand.

If the efficacy of our marketing or promotional activities declines, if such activities of our competitors are more effective than ours, or if for any other reason we lose the loyalty of our customers, including our

Ollie’s Army members, it could have a material adverse effect on our business, financial condition, and results of operations.

Because our business is seasonal, with the highest volume of net sales during the holiday season, adverse events during our fourth fiscal quarter could materially adversely

affect our business, operations, cash flows, and financial condition.

We generally recognize our highest volume of net sales in connection with the holiday sales season, which occurs in the fourth quarter of our fiscal year.

In anticipation of the holiday sales season, we purchase

substantial amounts of seasonal inventory and hire many part-time associates.

Because a significant percentage of our net sales and operating income are generated in our fourth fiscal quarter, we have limited ability to compensate for shortfalls

in our fourth fiscal quarter sales or earnings by changing our operations or strategies in other fiscal quarters.

Adverse events, such as deteriorating economic conditions, higher unemployment, higher gas prices, public transportation disruptions,

errors in anticipating consumer demand for our merchandise, or unanticipated adverse or unseasonable weather conditions could result in lower than planned sales during the holiday sales season.

If our fourth fiscal quarter sales results were

substantially below expectations, we would realize less cash flows from operations, and may be forced to mark down our merchandise, especially our seasonal merchandise, which could have a material adverse effect on our business, financial

condition, and results of operations.

Risks associated with the current geopolitical climate could adversely affect our business, financial condition, and results of operations.

Our business, financial condition, and results of operations may differ materially as we cannot predict the impact of the current geopolitical climate.

Risks associated with heightened geopolitical instability

include, among others, reductions in consumer confidence, heightened inflation, production disruptions, cyber disruptions or attacks, higher natural gas costs, higher manufacturing costs, and higher supply chain costs.

Climate-related conditions and changes, natural disasters, unusual weather conditions, epidemic or pandemic outbreaks, terrorist acts, and political events could disrupt our

business and result in lower sales and otherwise adversely affect our financial performance.

There are inherent climate-related risks wherever our business is conducted.

Changes in market dynamics, shareholder expectations, local, national, and international climate change policies, and the frequency and

intensity of extreme weather events on critical infrastructure in the United States and abroad, all have the potential to disrupt our business and operations.

The occurrence of one or more natural disasters, such as tornadoes, hurricanes, fires,

floods, and earthquakes, epidemic outbreaks, and unusual weather conditions in regions where our stores are located could adversely affect our business and result in lower sales.

Additionally, climate-related events and circumstances have

resulted, and likely will continue to result, in increased costs for property insurance policies.

Severe weather, such as heavy snowfall or extreme temperatures, may discourage or restrict customers in a particular region from traveling to our

stores, thereby reducing our sales and profitability.

If severe weather conditions occur during the second or fourth quarter of our fiscal year, the adverse impact to our sales and profitability could be even greater than at other times during the

year because we generate a larger portion of our sales and profits during these periods.

The frequency and/or severity of such natural disasters, such as tornadoes, hurricanes, floods, and earthquakes, may be unpredictable, and we have a growing

number of stores in areas that may be impacted by weather events and natural disasters such as the types listed above.

To the extent that such weather events or natural disasters may damage our stores or other operations, we may be unable to

operate stores or other facilities and our consolidated financial results may be materially adversely affected.

Epidemic or pandemic outbreaks, terrorist attacks, war, protests, civil unrest, and disruptive political events in regions where our

stores are located could impact our management and sales associates, our inventory supply, our delivery schedules, or our ability to keep our stores open due to mandatory governmental restrictions or may cause our customers to avoid shopping at

brick-and-mortar retailers or reduce the number of trips they will make to our stores.

Also, to the extent these events impact one or more of our key suppliers or result in the closure of one or more of our distribution centers or our corporate

headquarters, we may be unable to maintain delivery schedules or provide other support functions to our stores.

These conditions could have a sustained material adverse effect on our business, financial condition, and results of operations.

LEGAL AND REGULATORY

We are subject to governmental regulations, requirements, and procedures.

A significant change in, or noncompliance with, these regulations, requirements, and procedures could

have a material adverse effect on our business, financial condition, and results of operations.

We routinely incur significant costs in complying with federal, state, and local laws and regulations.

The complexity of the regulatory environment in which we operate, and the related costs of compliance, are

increasing due to expanding and additional legal and regulatory requirements and increased or uncertain enforcement efforts.

New laws or regulations, including, but not limited to those dealing with healthcare and healthcare reform, product

compliance and safety, consumer credit, privacy and information security, the environment, and labor and employment, among others, or changes in existing federal, state, and local laws and regulations, particularly those governing the sale of

merchandise and food safety and quality (including changes in labeling or disclosure requirements), federal or state wage requirements, employee rights, health care, social welfare or entitlement programs such as health insurance, paid leave

programs, other changes in workplace regulation, and compliance with laws regarding public access to our stores, may result in significant added expenses or may require extensive system and operating changes that may be difficult to implement

and/or could materially increase our cost of doing business.

Untimely compliance or noncompliance with applicable laws or regulations or untimely or incomplete execution of a mandated governmental action, such as a product recall, can result in

the imposition of penalties, including loss of licenses or significant fines or monetary penalties, store or distribution center closures, or class action litigation or other litigation, in addition to reputational damage.

Additionally, changes in

tax laws, the interpretation of existing laws, or our failure to sustain our reporting positions on examination could materially adversely affect our effective tax rate and could have a material adverse effect on our business, financial condition,

and results of operations.

We rely on manufacturers located in foreign countries for merchandise and a significant amount of our domestically-purchased merchandise is manufactured abroad.

may be materially adversely affected by legal and regulatory risks associated with international trade.

We purchase merchandise from suppliers located outside of the United States.

During fiscal 2025, the majority of our private label inventory purchases were imports.

Additionally, a significant amount of our

domestically purchased merchandise is manufactured in foreign countries.

Our ability to identify qualified suppliers and to access merchandise in a timely and efficient manner is a significant challenge, especially with respect to merchandise

sourced outside of North America.

Global sourcing and foreign trade involve numerous factors and uncertainties beyond our control, including possible changes to U.S.

trade policy, increased shipping costs, the timing of shipments, increased import

duties, more restrictive quotas, loss of most favored nation trading status, currency exchange rates, work stoppages, transportation delays, port of entry issues, economic uncertainties such as inflation, foreign government regulations, civil and

political unrest, natural disasters, war, terrorism, trade restrictions, political instability, the financial stability of vendors, merchandise quality issues, unexpected contagion, existing viruses or illnesses, and tariffs or trade sanctions, as

well as international trade disputes or changes in trading relationships resulting from current and future political environments.

Moreover, negative press or reports about internationally manufactured merchandise may sway public opinion, and thus

customer confidence, away from affected merchandise sold in our stores.

Although we have implemented and maintain policies and procedures to promote our suppliers’ compliance with laws and regulations relating to foreign markets and imports, and

to monitor the compliance of our suppliers, this does not guarantee that suppliers and other third parties with whom we do business will not actually or allegedly violate such laws or regulations, or our policies.

These and other issues affecting

our international vendors could have a material adverse effect on our business, financial condition, and results of operations.

The cost of compliance with product safety regulations and risks related to product liability claims, lawsuits, and product recalls could damage our reputation, increase our

cost of doing business, and have a material adverse effect on our business, financial condition, and results of operations.

Federal and state legislation, including new product safety laws and regulations, may negatively impact our operations.

Future changes in product safety laws or regulations may lead to product recalls and the

disposal or write-off of merchandise.

While we work to comply in all material respects with applicable laws and regulations, and to execute product recalls in a timely manner, if our merchandise does not meet applicable governmental safety

standards or our customers’ expectations regarding quality or safety, we could experience lost sales and increased costs, be exposed to legal and reputational risk, and face fines or penalties which could materially adversely affect our financial

We also purchase a material portion of our merchandise on a closeout basis.

Some of this merchandise is obtained through brokers or intermediaries rather than directly from manufacturers.

The closeout nature of a portion of our business

sometimes makes it more difficult for us to investigate all aspects of this merchandise.

Furthermore, customers have asserted claims, and may in the future assert claims, that they have sustained injuries from merchandise purchased from us, and we

may be subject to lawsuits relating to these claims.

There is a risk that these claims may exceed, or fall outside the scope of, our insurance coverage.

Even with adequate insurance and indemnification from third-party suppliers, such claims,

even if unsuccessful or not fully pursued, could significantly damage our reputation and customer confidence in our merchandise.

If this occurs, it may be difficult for us to regain lost sales, which could have a material adverse effect on our

business, financial condition, and results of operations.

Our current insurance program may expose us to unexpected costs and negatively affect our financial performance.

Our insurance coverage reflects deductibles, self-insured retentions, limits of liability, and similar provisions that we believe are prudent based on the nature of our operations.

However, there are types of losses

we may incur but against which we cannot be insured or which we believe are not economically reasonable to insure, such as losses due to acts of war, employee and certain other crimes, wage and hour claims, and certain other employment-related

claims, public accommodation claims, class actions, shareholder claims, and some natural disasters.

If we incur these losses and they are material, our business could suffer.

Certain material events may result in sizable losses for the insurance

industry and adversely impact the availability of adequate insurance coverage or result in excessive premium increases.

To offset negative insurance market trends, we may elect to self-insure, accept higher deductibles, or reduce the amount of

coverage in response to these market changes.

In addition, we self-insure a significant portion of expected losses under our workers’ compensation, general liability, and group health insurance programs.

Unanticipated changes in any applicable

actuarial assumptions and management estimates underlying our recorded liabilities for these losses, including expected increases in medical and indemnity costs, could result in materially different expenses than expected under these programs,

which could have a material adverse effect on our results of operations and financial condition.

We maintain insurance for catastrophic events at our store support center, distribution centers, and stores.

In addition, because of ongoing changes

in healthcare law, among other items, we may experience an increase in participation in our group health insurance programs, which may lead to a greater number of medical and related claims.

While we have coverage for some cyber-related incidents,

the nature and scope of any potential attack or breach may result in substantial costs that could exceed the scope of coverage or limits of coverage.

If we experience a greater number of these losses than we anticipate, it could have a material

adverse effect on our business, financial condition, and results of operations.

We face litigation risks from customers, associates, suppliers, stockholders, and other third parties in the ordinary course of business.

Our business is subject to the risk of litigation by customers, current and former associates, suppliers, stockholders, intellectual property rights holders, government agencies, and others, through private actions,

class actions, collective actions, administrative proceedings, regulatory actions, or other litigation.

From time to time, such lawsuits are filed against us and the outcome of any litigation, particularly class or collective action lawsuits and

regulatory actions, is difficult to assess or quantify.

Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential losses relating to such lawsuits may remain unknown for

substantial periods of time.

The cost to defend any such lawsuits may be significant and may negatively affect our operating results if changes to our business operations are required.

There may also be negative publicity associated with

litigation that could decrease customer acceptance of merchandise offerings, regardless of whether the allegations are valid or whether we are ultimately found liable.

As a result, litigation could have a material adverse effect on our business,

financial condition, liquidity, and results of operations.

If we fail to protect our intellectual property portfolio, including without limitation brand names and other trademarks, the value of these assets may be diluted.

We may be unable or unwilling to strictly enforce our intellectual property in each jurisdiction in which we do business.

For example, we may not always be

able to successfully enforce our trademarks against competitors or against challenges by others, and our failure to successfully protect our trademarks could diminish the value and efficacy of our brand recognition and may cause customer

Any failure to adequately protect or manage our intellectual property portfolio could have a material adverse effect on our business, financial condition, and results of operations.

TECHNOLOGY AND CYBERSECURITY

Any disruptions to our information technology systems or breaches of our network security could disrupt or interrupt our operations, compromise our reputation, expose us to

litigation, government enforcement actions, and costly response measures and may have a material adverse effect on our business, financial condition, and results of operations.

We rely on the integrity, security, and successful functioning of our information technology systems and network infrastructure across our operations, including point-of-sale processing at our stores.

In connection

with sales, we make every effort not to transmit confidential credit and debit card information.

Instead, we work with a third-party processing agent to provide us with a token to use in our payment process, in lieu of having to store such

In doing so, we must rely on our third-party provider’s uninterrupted and secure services, and if there is a failure or disruption in that process, there may be limited circumstances in which we are required to transmit encrypted

confidential information.

We are compliant with the Payment Card Industry Data Security Standard (“PCI”) issued by the Payment Card Industry Security Standards Council.

However, there can be no assurance that in the future we will be able to

operate our facilities and our customer service and sales operations in accordance with PCI or other industry recommended or contractually required practices.

We expect to incur additional expenses, and the time and effort of our information

technology staff, to maintain PCI compliance.

Even though we are compliant with such standards, we still may not be able to prevent or timely detect security breaches.

An increasingly significant portion of our sales depends on the continuing operation of our information technology and communications systems, including, but not limited to, our point-of-sale system and our credit

card processing systems.

Our information technology, communications systems, and electronic data may be vulnerable to damage or interruption from malicious code, phishing, smishing, artificial intelligence deepfakes, computer viruses, other

malware attacks, ransomware attacks, loss of data, unauthorized data breaches, usage errors by our associates or our contractors, or other attempts to harm our systems, including cyber-security attacks or other breaches of cardholder data,

earthquakes, acts of war or terrorist attacks, floods, fires, tornadoes, hurricanes, power loss and outages, and computer and telecommunications failures.

Some of our systems are not fully redundant, and our disaster recovery planning cannot

account for all eventualities.

The nature and scope of threats from artificial intelligence, in particular, represents a new, unpredictable frontier.

The occurrence of intentional sabotage, unauthorized access, natural disaster, or other

unanticipated problems could result in lengthy interruptions in our service.

Any errors or vulnerabilities in our systems, or damage to or failure of our systems, could result in interruptions in our services, non-compliance with certain

regulations, substantial remediation costs, and liability for lost or stolen information, any of which could have a material adverse effect on our business, financial condition, and results of operations.

Data protection requirements increase our operating costs, and a breach of information privacy or other related risks could negatively impact our operations.

We have access to collect or maintain private or confidential information regarding our customers, associates, and suppliers, as well as our business.

The protection of our customer, associate, supplier, and company

data is critical to us.

In recent years, there has been increasing regulation, enforcement, and litigation activity in the area of privacy, data protection, and information security in the United States and in various other countries, with the

frequent imposition of new and changing requirements across the many states in which we conduct our business.

State privacy laws and regulations, such as The Connecticut Data Privacy Act, The New York Privacy Act, The California Consumer Privacy

Act of 2018, The California Privacy Rights Act, and others, have imposed and likely will impose additional data protection obligations on companies considered to be doing business in such applicable states and provides for substantial fines for

non-compliance and, in some cases, a private right of action to consumers who are victims of data breaches.

Privacy regulations in particular may shift from federal to state-level regimes, resulting in additional time, effort, and costs to

navigate the inconsistent regulatory landscape for multi-state operators.

Complying with existing laws and similar emerging and changing privacy, data protection, and information security requirements may cause us to incur substantial costs or

compliance risks due to, among other things, system changes and the development of new processes and business initiatives.

Our failure to comply with privacy, data protection, and information security laws could result in potentially significant

regulatory and/or governmental investigations and/or actions, litigation, fines, sanctions, ongoing regulatory monitoring, and customer attrition.

In addition, our customers have a high expectation that we will adequately protect their personal information from cyber-attack or other security breaches.

We have procedures in place to evaluate the integrity of

our systems, and to safeguard such data and information.

However, the landscape is evolving at a rapid pace, and we may be unable to effectively anticipate or respond to attacks to or breaches of our security systems or implement adequate

preventative measures.

A breach of customer, employee, supplier, or company data could attract a substantial amount of negative media attention, damage our customer and supplier relationships and our reputation, and result in lost sales, costly

fines, other expenses, and/or lawsuits, any of which could have a material adverse effect on our business, financial condition, and results of operations.

If we are unable to maintain or upgrade our information technology systems or if we are unable to convert to alternate systems in an efficient and timely manner, our operations

may be disrupted or become less efficient.

We depend on a variety of information technology systems for the efficient functioning of our business.

We rely on certain hardware, telecommunications, and software vendors to maintain and periodically upgrade many

of these systems so that we can continue to support our business.

Various components of our information technology systems, including hardware, networks, and software, are licensed to us by third-party vendors.

We rely extensively on our

information technology systems to process transactions, summarize results, and manage our business.

We are in compliance with PCI.

Compliance with PCI and implementing related procedures, technology and information security measures requires

significant resources and ongoing attention.

Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology such as those necessary to achieve compliance with PCI or with maintenance or

adequate support of existing systems could also disrupt or reduce the efficiency of our operations.

Any material interruptions or failures in our payment-related systems, including in connection with our co-branded credit card program, could have

a material adverse effect on our business, financial condition, and results of operations.

If our information technology systems are damaged or cease to function properly, we may have to make a significant investment to fix or replace them.

If there are amendments to PCI, the cost of re-compliance could

also be substantial, and we may suffer loss of critical data and interruptions or delays in our operations as a result.

In addition, we may have to upgrade our existing information technology systems from time to time in order for such systems to

withstand the increasing needs of our expanding business.

Costs and potential interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of our existing systems could disrupt

or reduce the efficiency of our business.

We may not adopt technological advancements, such as AI, as quickly or effectively as our competitors, or we may rely on such technological advancements to too great an extent,

in either case such that there is an adverse effect on our operations.

Like many other businesses, and retailers specifically, we may from time to time adopt technological advancements such as AI, including without limitation generative AI, and engage with

vendors that use AI in providing their respective goods and services.

We currently have an AI policy established to support the responsible use of AI technologies in our operations, with a focus on enhancing business effectiveness while managing

ethical, legal, cybersecurity, data privacy, and other technology-related risks.

If we fail to incorporate AI into our business operations as quickly or effectively as our competitors do, such failure could impair our ability to compete

effectively, and our operations could suffer accordingly.

Alternatively, we may integrate new technology such as AI into key operational and/or administrative aspects of our business too quickly, such that, if the AI we rely on is ultimately

determined to be deficient, inaccurate, or otherwise flawed, our reliance on such AI could be materially adverse to our business operations.

The ongoing evolution of AI’s capabilities, as well as potential government regulation of AI, presents

an uncertain landscape, and we may misallocate resources to developing, testing, maintaining, or backtracking our implementation of AI.

Further, new AI technologies could increase the risk of data breaches, intellectual property

misappropriation, and cyber-attacks.

We might not be able to sufficiently ward against, or remediate thereafter, such attacks, which may cause disruption to business operations and harm our cash flows, operations, financial condition, and

ACCOUNTING AND FINANCIAL MATTERS

If our estimates or judgments relating to our significant accounting policies prove to be incorrect, our operating results could be adversely affected.

The preparation of financial statements in conformity with U.S.

Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the

accompanying consolidated financial statements and notes.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.

The results of these estimates form the basis for

making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources.

Our operating results may be adversely affected if our assumptions change or if

actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in our stock price.

Changes to accounting rules or regulations could have a material adverse effect on our business, financial condition, and results of operations.

Changes to existing accounting rules or regulations may impact our future results of operations or cause the perception that we are more highly leveraged.

Other new accounting rules or regulations and varying

interpretations of existing accounting rules or regulations have occurred and may occur in the future.

Future changes to accounting rules or regulations could have a material adverse effect on our business, financial condition, and results of

OWNERSHIP OF OUR COMMON STOCK AND CORPORATE GOVERNANCE

Because we are a public company, our management is required to devote substantial time to compliance and governance initiatives and issues.

The Sarbanes-Oxley Act and rules implemented by the SEC and the NASDAQ Stock Market LLC (“NASDAQ”) have imposed various requirements on public companies, including establishment and maintenance of effective

disclosure and financial controls and corporate governance practices.

Implementing and maintaining internal controls is both time-consuming and costly.

If we fail to maintain an effective internal control environment or to comply with the

numerous legal and regulatory requirements imposed on public companies, we could make material errors in, and be required to restate, our financial statements.

Any such restatement could result in a loss of public confidence in the reliability of

our financial statements and sanctions imposed on us by the SEC.

If we are unable to satisfy our obligations as a public company, we could be subject to, among other items, the delisting of our common stock, fines, sanctions, and other regulatory

actions, as well as potential civil litigation and reputational harm.

Our business and reputation may be adversely affected by environmental, social, and governance matters.

Investor and regulatory focus has intensified with respect to certain environmental, social, and governance (“ESG”) matters.

These matters include, among others, efforts and mitigation of the impact of climate

change, human rights matters, ethics and compliance with law, diversity, equity and inclusion, and the role of the Board in supervising various ESG and sustainability issues.

Additionally, in the retail industry, the materials used in the

merchandise we sell as well as where we source our merchandise are of particular importance.

Further, investment in funds that specialize in companies that perform well in ESG assessments have both gained popularity and been subject to criticism, and several major institutional investors and advisors, as

well as government actors, including the executive branch, have publicly emphasized or disfavored the importance of ESG measures to their investment decisions and recommendations.

Investors who are focused on ESG matters may look either positively

or negatively upon enhanced ESG disclosures or implementation of ESG policies and procedures, and our response may fall short of expectations in either case.

There can be no assurances that shareholders will not advocate, via proxy contests, media

campaigns, or by other public or private means, for us to either take more ESG focused actions on an accelerated timeline or not to do so.

There can be no certainty that we will successfully navigate or manage all of the ESG issues, or that we will

successfully meet the expectations of investors or others.

Further, our ESG initiatives may garner the positive or negative attention of the administration.

In each case, such negative attention could have a material adverse effect on our

reputation with governments, customers, employees, other third parties and the communities and industries in which we operate, as well as on our business, share price, financial condition, access to capital, or results of operations.

If securities analysts or industry analysts downgrade our shares, publish negative research or reports, or do not publish reports about our business, our share price and trading

volume could decline.

The trading market for our common stock is to some extent influenced by the research and reports that industry or securities analysts publish about us, our business, and our industry.

If no or few analysts commence

coverage of us, the trading price of our stock could decrease.

Even if we do obtain analyst coverage, if one or more analysts adversely change their recommendation regarding our shares or our competitors’ stock, our share price might decline.

one or more analysts cease coverage of us or fail to regularly publish reports on us, we might lose visibility in the financial markets, which, in turn, could cause our share price or trading volume to decline.

Future sales of our common stock in the public market could cause the market price of our common stock to decrease significantly.

Sales of substantial amounts of our common stock in the public market by our existing stockholders or upon the exercise of outstanding stock options or grant of stock options or restricted stock units in the future

may cause the market price of our common stock to decrease significantly.

As of January 31, 2026, we have an aggregate of 932,904 shares of common stock issuable upon exercise of outstanding options and the vesting of restricted stock units under

the 2015 Equity Incentive Plan (the “2015 Plan”) and the 2025 Equity Incentive Plan (the “2025 Plan”, and together with the 2015 Plan, the “Equity Plans”) (261,863 of which are fully vested).

The perception that such sales could occur could also depress the market price of our common stock.

Any such sales could also create public perception of difficulties or problems with our business and might also

make it more difficult for us to raise capital through the sale of equity securities in the future at a time and price that we deem appropriate.

Our stock price has been and may continue to be volatile.

The market price of our common stock has fluctuated substantially in the past and may continue to fluctuate significantly.

For example, during the fiscal year ended January 31, 2026, our stock price fluctuated from

a high of $141.74 to a low of $94.88.

Future announcements or disclosures concerning us or any of our competitors, our strategic initiatives, our sales and profitability, our financial condition, any quarterly variations in actual or anticipated

operating results or comparable sales, any failure to meet analysts’ expectations and sales of large blocks of our common stock, among other factors, could cause the market price of our common stock to fluctuate substantially.

In addition, the

stock market has experienced price and volume fluctuations that have affected the market price of many retail and other stocks that have often been unrelated or disproportionate to the operating performance of these companies.

We are a holding company and rely on dividends and other payments, advances, and transfers of funds from our subsidiaries to meet our obligations and pay any dividends.

We have no direct operations and no significant assets other than ownership of 100% of the capital stock of our subsidiaries.

Because we conduct operations through our subsidiaries, we depend on those entities for

dividends and other payments to generate the funds necessary to meet our financial obligations and to pay any dividends with respect to our common stock.

Legal and contractual restrictions in the Credit Facility (defined below) and other

agreements which may govern future indebtedness of our subsidiaries, as well as the financial condition and operating requirements of our subsidiaries, may limit our ability to obtain cash from our subsidiaries.

The earnings from, or other

available assets of, our subsidiaries might not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or other obligations.

Any of the foregoing could materially and adversely affect

our business, financial condition, results of operations, and cash flows.

We do not expect to pay any cash dividends for the foreseeable future.

The continued operation and expansion of our business will require substantial funding.

We do not anticipate that we will pay any dividends to holders of our common stock for the foreseeable future.

Any payment of

cash dividends will be at the discretion of our Board and will depend on our financial condition, capital requirements, legal requirements, earnings, and other factors.

Our ability to pay dividends is restricted by the terms of our Credit Facility

and might be restricted by the terms of any indebtedness that we incur in the future.

Accordingly, realization of any gain on our common stock will depend on the appreciation of the price of the shares of our common stock, which may never occur.

Anti-takeover provisions in our third amended and restated certificate of incorporation and fourth amended and restated bylaws, and under Delaware law, could make an acquisition

of us more difficult, limit attempts by our stockholders to replace or remove our current management, and limit the market price of our common stock.

Provisions in our third amended and restated certificate of incorporation and fourth amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management.

third amended and restated certificate of incorporation and fourth amended and restated bylaws include provisions that:

authorize the Company’s Board of Directors (the “Board”) to issue, without further action by the stockholders, up to 50,000,000 shares of undesignated preferred stock;

subject to certain exceptions, require that any action to be taken by our stockholders be affected at a duly called annual or special meeting of stockholders, and not by written consent;

specify that special meetings of our stockholders can be called only by a majority of our Board, or upon the request of the Chairperson of the Board or the Chief Executive Officer;

establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our Board;

prohibit cumulative voting in the election of directors;

provide that vacancies on our Board may be filled only by a majority of directors then in office, even though less than a quorum.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board, which is

responsible for appointing the members of our management.

Our third amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be

initiated by our stockholders, which could increase costs of bringing a claim, discourage claims, or limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

The Company’s certificate of incorporation provides that, unless we consent in writing in advance to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive

forum, to the fullest extent provided by law, for the following types of actions or proceedings:

any derivative action or proceeding brought on behalf of the Company;

any action asserting a claim of breach of a fiduciary duty owed by, or any wrongdoing by, any director, officer, or employee of the Company to the Company, or the Company’s stockholders;

any action asserting a claim arising pursuant to any provision of the Delaware General Corporate Law, the certificate of incorporation (as it may be amended from time to time), or the fourth amended and restated bylaws;

any action to interpret, apply, enforce, or determine the validity of our certificate of incorporation or the fourth amended and restated bylaws;

any action asserting a claim governed by the internal affairs doctrine.

Application of the choice of forum provision may be limited in some instances by law.

Section 27 of the Securities Exchange Act of 1934 (“Exchange Act”) provides for exclusive federal court jurisdiction over

Exchange Act claims.

Accordingly, to the extent the exclusive forum provision is held to cover a shareholder derivative action asserting claims under the Exchange Act, such claims could not be brought in the Delaware Court of Chancery and would

instead be within the jurisdiction of the federal district court for the District of Delaware.

Section 22 of the Securities Act of 1933 (“Securities Act”) creates concurrent jurisdiction for federal and state courts over all suits brought to

enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Moreover, our stockholders will not be deemed by operation of our choice of forum provision to have waived our compliance with the federal

securities laws and the regulations promulgated thereunder.

It is also possible that, notwithstanding the forum selection clause, a court could rule that such a provision is inapplicable or unenforceable, which could have a material adverse effect

on our business, financial condition, and adversely impact our results of operations, financial position, and cash flows.

INDEBTEDNESS AND CAPITALIZATION

Indebtedness may limit our ability to invest in the ongoing needs of our business, and if we are unable to comply with our financial covenants, it could have a material adverse

effect on our liquidity and our business, financial condition, and results of operations.

The Company’s credit facility (the “Credit Facility”) provides for a five-year $100.0 million revolving credit facility, which includes a $45.0 million sub-facility for letters of credit and a $25.0 million

sub-facility for swingline loans (the “Revolving Credit Facility”).

As of January 31, 2026, we had no outstanding borrowings on the Revolving Credit Facility, with $86.5 million of borrowing availability.

We may, from time to time, incur

additional indebtedness.

The agreements governing our Credit Facility place certain conditions on us, including restrictions that may, among other items:

increase our vulnerability to adverse general economic or industry conditions;

limit our flexibility in planning for, or reacting to, changes in our business or the industries in which we operate;

make us more vulnerable to increases in interest rates, as borrowings under our Credit Facility are at variable rates;

limit our ability to obtain additional financing in the future for working capital or other purposes;

require us to utilize our cash flows from operations to make payments on indebtedness, reducing the availability of our cash flows to fund working capital, capital expenditures, development activity, and other general corporate purposes;

place us at a competitive disadvantage compared to our competitors that have less indebtedness.

Our Credit Facility places certain limitations on our ability to incur additional indebtedness.

However, subject to the qualifications and exceptions in our Credit Facility, we may be permitted to incur substantial

additional indebtedness and may incur obligations that do not constitute indebtedness under the terms of the Credit Facility.

Our Credit Facility also places certain limitations on, among other items, our ability to enter into certain types of

transactions, financing arrangements and investments, to make certain changes to our capital structure, and to guarantee certain indebtedness.

Our Credit Facility also places certain restrictions on the payment of dividends and distributions, as

well as certain management fees.

These restrictions limit or prohibit, among other things, our ability to:

pay dividends on, redeem, or repurchase our stock, or make other distributions;

incur or guarantee additional indebtedness;

sell stock in our subsidiaries;

create or incur liens;

make acquisitions or investments;

transfer or sell certain assets or merge or consolidate with or into other companies;

make certain payments or prepayments of indebtedness subordinated to our obligations under our Credit Facility;

enter into certain transactions with our affiliates.

Failure to comply with certain covenants or the occurrence of a change of control under our Credit Facility could result in the acceleration of our obligations under the Credit Facility, which could materially

adversely affect our liquidity, capital resources, and results of operations.

Under certain circumstances, our Credit Facility requires us to comply with certain financial covenants regarding our fixed charge coverage ratio.

Failure to comply could result in a default and an acceleration of

our obligations under the Credit Facility, which could have a material adverse effect on our liquidity and our business, financial condition, and results of operations.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations - Liquidity and Capital Resources - Credit Facilities.”

We may be unable to generate sufficient cash flows to satisfy debt service obligations, which could have a material adverse effect on our business, financial condition, and

results of operations.

Our ability to make principal and interest payments on and to refinance indebtedness will depend on our ability to generate cash in the future and is subject to general economic, financial, competitive, legislative,

regulatory, and other factors that are beyond our control.

If our business does not generate sufficient cash flows from operations, in the amounts projected or at all, or if future borrowings are not available to us in amounts sufficient to fund

our other liquidity needs, our business, financial condition, and results of operations could be materially adversely affected.

If we cannot generate sufficient cash flows from operations to make scheduled principal and interest payments in the

future, we may need to refinance all or a portion of indebtedness on or before maturity, sell assets, delay capital expenditures, or seek additional equity.

The terms of future debt agreements, including our Credit Facility, may also restrict us

from affecting any of these alternatives.

Further, changes in the credit and capital markets, including market disruptions and interest rate fluctuations, may increase the cost of financing, make it more difficult to obtain favorable terms, or

restrict our access to these sources of future liquidity.

If we are unable to refinance indebtedness on commercially reasonable terms or at all or to affect any other action relating to indebtedness on satisfactory terms or at all, it could have a

material adverse effect on our business, financial condition, and results of operations.

We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value.

We are not obligated to repurchase a specified number or dollar value of shares under our share repurchase program, and all repurchase decisions are made in our sole discretion.

Even if our share repurchase program is fully executed, it may not

enhance long-term stockholder value.

Also, the amount, timing, and execution of our share repurchase program may fluctuate based on our priorities for the use of cash for other purposes and because of changes in cash flows, tax laws, and the

market price of our common stock.

Unresolved Staff Comments

Cybersecurity

The Board recognizes the importance of maintaining the trust and confidence of our customers, associates, vendors, and other business partners through the effective management of Company enterprise risks.

The Board, through its Audit Committee, oversees the Company’s risk management program, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”).

Cybersecurity policies, standards, processes, and practices comprise an integral part of the Company’s ERM program and are based on recognized frameworks established by the National Institute of Standards and Technology, the Payment Card Industry Data Security Standard, and other applicable industry standards.

In general, the Company addresses cybersecurity risks through a comprehensive, cross-functional approach focused on preserving the confidentiality, security, and availability of the information that the Company collects and stores by, first, identifying, preventing, and mitigating cybersecurity threats and, when needed, effectively responding to cybersecurity incidents.

Risk Management and Strategy

The Company’s cybersecurity program focuses on the following key areas:

As discussed in more detail under the heading “Governance,” the Board oversees the Company’s ERM functions through its Audit Committee (the “Audit Committee”).

The Audit Committee, in turn, oversees the Company’s Risk Management

Committee (the “Risk Committee”), which includes the Company’s Chief Information Officer (“CIO”), who fulfills the role of Chief Information Security Officer (“CISO”), other members of management, and select personnel from key departments.

The Risk Committee regularly meets to discuss, evaluate, and address the ever-changing landscape of enterprise risks.

The Risk Committee then reports to, and solicits direction and input from, the Audit Committee.

The Company has implemented a comprehensive, cross functional approach to identifying, mitigating, and preventing cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation

of certain cybersecurity incidents, so that management can make decisions regarding the public disclosure and reporting of such incidents in a timely manner.

The Board, Company management, other key associates, and outside vendors and

service providers work together and diligently at all levels of the ERM function.

The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, and access

controls, which the Company evaluates and improves through vulnerability assessments and cybersecurity threat intelligence.

The Company has established and maintains comprehensive incident response and recovery plans that fully address the Company’s response to a cybersecurity incident.

Such plans are tested and evaluated on a regular basis.

• The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties (including vendors, service providers, and other external users of the Company’s systems) as well as the systems of third parties that could adversely impact the Company’s business in the event of a cybersecurity incident affecting those third-party systems.

The Company conducts regular training for its associates regarding cybersecurity threats, as means to equip the Company’s associates with effective tools to address cybersecurity threats and to communicate the Company’s evolving

information security policies, standards, processes, and practices.

The Company has established an Artificial Intelligence (“AI”) policy to support the responsible use of AI technologies in the Company’s operations, with a focus on enhancing business effectiveness while managing ethical, legal,

cybersecurity, data privacy, and other technology-related risks.

The Company regularly assesses and tests the Company’s policies, standards, processes, and practices that are designed to address cybersecurity threats and incidents.

These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures.

The Company regularly engages third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits, and independent reviews of our information security control environment and operating effectiveness.

The CIO’s team reports the results of such assessments, audits, and reviews to the Risk Committee and the Audit Committee on a quarterly basis, and the Company adjusts its cybersecurity policies, standards, processes, and practices as necessary based on the valuable information gleaned during these assessments, audits, and reviews.

Governance and Board Oversight

The Board, through its Audit Committee, pursuant to the Audit Committee’s charter, and in coordination with the Company’s Risk Committee, oversees the Company’s ERM process, including the management of risks arising from cybersecurity threats.

The Risk Committee solicits regular presentations and reports on cybersecurity risks from various departments within the Company, expressly seeking a wide range of input and viewpoints on the ERM process.

The Risk Committee considers topics such as recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, and information security considerations arising with respect to the Company’s peers and third parties.

On a quarterly basis, the Risk Committee meets to discuss ERM, including cybersecurity processes, keeping adequate records of its consideration of the applicable ERM topics.

The Risk Committee reports quarterly to the Board’s Audit Committee, responding to the comments, questions, directives, and input from the members thereof, and engaging in a fulsome discussion of the Company’s approach to, among other things, cybersecurity risk management.

Company Management

The CIO, in coordination with the Company’s IT Security and Compliance (“ITSEC”) team works collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response and recovery plans.

The CIO has served various roles in information technology for over 34 years, including 18 years with responsibility in overseeing cybersecurity efforts in large publicly traded companies.

The ITSEC team includes a dedicated manager and security analysts.

The ITSEC team also has access to two dedicated consultants who each have over 20 years’ experience managing cybersecurity risk and infrastructure security in large publicly-traded companies.

The Company’s Incident Response Team, which includes the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, CIO, and General Counsel, receives prompt and timely information regarding any

cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed.

To facilitate the success of the Company’s cybersecurity components of the ERM program, multidisciplinary teams throughout the Company are deployed to address cybersecurity threats and to respond to cybersecurity incidents.

Through ongoing communications with these teams, the CIO and the ITSEC team monitor the prevention, detection, mitigation, and remediation of cybersecurity threats and incidents in real time and report such threats and incidents to the Risk Committee and Audit Committee when appropriate.

Cybersecurity Risks

Despite the security measures we have implemented, certain cybersecurity incidents could disrupt our operational systems if our IT resources are compromised by an intentional attack which results in the loss of trade

secrets or other proprietary or competitively sensitive information; compromises personally identifiable information regarding customers or employees; delays our ability to deliver products to customers; jeopardizes the security of our facilities;

or causes other damage.

During the fiscal year ended January 31, 2026, we did not experience any material impact to our business, financial position, or operations resulting from previously identified cyberattacks or other information security incidents, but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material breaches.

While our lack of an online shopping option or an omnichannel customer experience may pose risks to our business, the same aspect of our operations insulates us from the same level of cybersecurity risks relative to those peers.

We continuously seek to maintain a robust program of information security and controls, but the impact of a material cybersecurity incident could have an adverse effect on our competitive position, reputation,

results of operations, financial condition, and cash flows.

Additionally, while we have a cybersecurity program designed to protect and preserve the confidentiality, integrity, and availability of our information systems, we also maintain cybersecurity insurance to manage

potential liabilities resulting from specific cyber-attacks.

Although we maintain cybersecurity insurance, there can be no guarantee that our insurer(s) will cover specific claims, pay the full costs of an incident, or provide payment in a timely

For more information, please see “Item 1A – Risk Factors – Technology and Cybersecurity.”

As of January 31, 2026, we operated 645 retail stores across 34 states in the eastern and central United States.

We lease the majority of our retail stores, often in second generation sites ranging in size from

18,000 to 50,000 square feet.

Our corporate headquarters, located in Harrisburg, PA, is 58,200 square feet and is leased under an agreement that expires in February 2033, with options to renew for three successive five-year periods.

corporate data center and additional office space is 19,800 square feet.

We operate the following distribution centers, which we own or lease as indicated:

Distribution Center Location

Owned or Leased

Approximate Square Footage

Lancaster, TX

Princeton, IL

The original terms of the leases for our distribution centers range from 10 to 15 years with options to renew for successive five-year periods.

In fiscal 2024, we completed construction of our fourth distribution center in Princeton, IL and began shipping product in July 2024.

We maintain a focused and disciplined approach to entering lease arrangements.

All leases are approved by our real estate committee, which is comprised of senior management and executive officers.

generally have an initial term of approximately seven years with options to renew for three to five successive five-year periods and may require us to pay a proportionate share of real estate taxes, insurance, and common area or other charges.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business