Ollies Bargain Outlet Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

OLLIE’S BARGAIN OUTLET HOLDINGS, INC.

(Name of Registrant as Specified in its Charter)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

May 1, 2025

Letter from our President & Chief Executive Officer:

Dear Fellow Shareholders,

As just the fourth CEO of Ollie’s in over 42-years of existence, I consider it an honor and a privilege to be serving as its leader.

Ollie’s is a special company that was founded around one simple purpose: to save customers money on high-quality brand name consumer products. We have stayed true to this purpose and built a culture and operating model around fulfilling this purpose. We sell “Good Stuff Cheap. Real Brands, Real Bargains!” at prices typically 20% to 70% below traditional retailers. This commitment to our customers has never been more important, as consumers continue to look for ways to stretch their hard-earned dollars during a time of rising costs and inflationary pressures.

Ollie’s is built for this environment. Our constantly changing merchandise assortment is procured by a highly experienced and long-tenured merchant team, who leverage deep, long-standing vendor relationships with hundreds of major manufacturers, wholesalers, distributors, brokers, and retailers. These relationships enable our merchant team to find and select only the best products from a broad range of brand name closeout product offerings and to pass drastically reduced prices along to our customers.

Our store layouts are designed with this product assortment in mind. We make it easy for our customers to shop our stores by displaying our frequently changing assortment of products on rolling tables, pallets, and other display fixtures. Historically, we have expanded our store base by opening new stores organically. More recently, we also have increased our store base through the acquisition of select store leases of bankrupt and distressed retailers, either through a bankruptcy store auction process, or otherwise. We follow a contiguous unit growth strategy that combines backfilling existing markets and states with entering new markets and states in a contiguous manner.

Fiscal 2024 was another strong year for Ollie’s, with many highlights and achievements. Net sales of $2.3 billion increased approximately 10% when excluding the impact of the 53rd week in the previous year. Net income per diluted share was $3.23, and when excluding excess tax benefits related to stock-based compensation and the one-time equity awards resulting from the modification of existing equity awards for our Executive Chairman, adjusted net income per share increased 13% to $3.28. In addition to this, we expanded our operating margin by 20 basis points to 11.0% and generated over $227 million in cash from operations. We opened our fourth distribution center in Princeton, Illinois, thereby expanding our distribution capacity to approximately 750 stores and supporting our store growth in the Midwest. We launched a co-branded Ollie’s Visa card that carries no fees of any kind and provides additional benefits to our Ollie’s Army loyalty program. We opened 50 new stores, ending the fiscal year with a total of 559 stores across 31 states. And finally, we acquired store leases through several bankruptcy auction processes, laying the foundation for our accelerated growth in fiscal 2025 and beyond.

At a time when consumers need it most, we are delivering unprecedented value through an ever-changing assortment that combines quality, national brands, and pricing in a way that can only be found at Ollie’s. With so many other retailers closing stores or going bankrupt in the past few years, there are a lot of abandoned customers, merchandise, real estate, and talent in the marketplace. We think there is a unique opportunity to take on some of these assets in a manner that strengthens our competitive positioning, broadens our footprint, and bolsters shareholder returns for years to come. With our expanded supply chain, flexible and resilient operating model, fortress balance sheet, and committed associates, we are ready.

WE ARE… OLLIE’S!

Sincerely,

Eric van der Valk

President, Chief Executive Officer, and Director

This letter and accompanying Proxy Statement include forward-looking statements, including related to our near-term strategic goals and capabilities. Generally speaking, any statement in this Proxy Statement not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of words such as “could,” “should,” “can,” “aim,” “estimate,” “forecast,” “intend,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” and “potential,” or similar expressions. In particular, statements regarding the Company’s plans, strategies, prospects and expectations regarding its business and industry, are forward-looking statements. They reflect expectations, are not guarantees of performance and speak only as of the dates the statements are made. These forward-looking statements involve a number of risks and uncertainties. Please refer to “Cautionary Note Regarding Forward-Looking Statements” in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, filed with the Securities and Exchange Commission on March 26, 2025 for a discussion of factors that could cause actual results to differ from those in the forward-looking statements. Except as required by law, the Company does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements.

6295 Allentown Boulevard, Suite 1

Harrisburg, Pennsylvania 17112

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 12, 2025 at 10:00 a.m. local time

To our Stockholders,

Notice is hereby given that the 2025 Annual Meeting of Stockholders of Ollie’s Bargain Outlet Holdings, Inc. (“Annual Meeting”) will be held on June 12, 2025, at 10:00 a.m. local time at the Colonial Golf and Tennis Club, 4901 Linglestown Road, Harrisburg, PA 17112 to:

We will also consider any other matters that properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

Our Board of Directors fixed the close of business on April 16, 2025, as the record date (“Record Date”) for the determination of stockholders eligible to receive notice of and to vote at our Annual Meeting, and any adjournments or postponements thereof.

To reduce the environmental impact and cost of our Annual Meeting, we are providing access to proxy materials electronically through the internet pursuant to the Securities and Exchange Commission’s (the “SEC”) “notice and access” rules. However, if you prefer to receive paper copies of our annual proxy materials, please follow the instructions included in the Notice of Internet Availability.

To be admitted to the Annual Meeting, you must present proof of stock ownership as of the Record Date and a valid photo identification. Please follow the procedures described on page 3 of the Proxy Statement.

Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting, whether or not you plan to attend.

BY ORDER OF THE BOARD OF DIRECTORS

James J. Comitale

Senior Vice President, General Counsel, and Corporate Secretary

Proxy Statement - Table of Contents