Ollie's Bargain Outlet Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

April 30, 2026

Dear Fellow Shareholders,

We came into last year with ambitious goals and our team delivered. We openeda record number of stores, expanded our customer base to new levels, and improved our competitive positioning through increased scale. Our accelerated growth amid continued retail consolidation reinforces theflexibility and durability of our model.

Ollie’s was built around a simple and enduring purpose: to save customers money on high-quality, brand-name merchandise. We sell Good Stuff Cheap®—real household brands at prices typically up to 70% below the fancy stores. Our value proposition is supported by a flexible, opportunistic business model that thrives across cycles while creating value for customers, vendors, and shareholders.

A Flexible Model, Strengthened by Scale

Our opportunistic buying model is inherently adaptable. Supported by deep, long-standing relationships with manufacturers, wholesalers, and retailers, we source the most compelling deals across a wide range of categories and build our assortment based on opportunity, not obligation.

In fiscal 2025, ouraccelerated growth meaningfully amplified the benefits of our size and scale. We opened 86 new stores—more than in any year in our history—and ended the year with 645 locations across 34 states. This pace of expansion enhanced our buying power, expanded merchandise access, and strengthened our position as a trusted partner to vendors managing excess inventory.

As other retailers exited the market, Ollie’s expanding footprint improved our ability to access larger and better deals, exert greater control over our product assortment, and drive improved sales productivity. These dynamics reinforce how our model strengthens as the industry evolves.

To further enhance execution at scale, we also continued toinvest in our people and infrastructure. We strengthened our bench in many critical areas, including planning and allocation, marketing, and new store development, and increased distribution center throughput through expansion and automation.

A Long Runway for Consistent Growth

Ollie’s long-term growth opportunity remains substantial. With a long-term target of 1,300 stores, we are only at the half-way mark of our store potential. We continue to pursue disciplined, contiguous expansion that leverages brand awareness, real estate availability, field leadership, and supply chain efficiency while maintaining strong returns. As our store base grows, the benefits of scale increasingly compound—supporting consistent execution, repeatable financial results, and strong cash generation over time.

We are also growing our customer base. Our Ollie’s Army loyalty program continues todrive customer acquisition and engagement, while program enhancements—including exclusive shopping events and our co-branded Ollie’s credit card—are deepening loyalty and increasing lifetime customer value. Through our growing digital marketing initiatives, we are also reaching new consumers and expanding engagement levels with existing customers.

Financial Strength and Capital Discipline

Ollie’s financial foundation remains a strategic advantage. We ended fiscal 2025 with astrong balance sheet, robust cash generation, and no meaningful long-term debt. This position supports continued growth, enhances vendor credibility, and enables disciplined capital allocation, including measured share repurchases alongside sustained reinvestment in the business.

Looking Ahead

We enter fiscal 2026 confident in the durability of our model and the opportunities ahead. With increasing scale, a flexible operating structure, and a significant long-term growth runway, we believe Ollie’s is well positioned to deliver attractive and consistent long-term shareholder returns—particularly as retail consolidation continues. In that context, our Board remains focused on governance and compensation practices that reinforce long-term, performance-based decision-making and stockholder alignment.

Our People

None of this would be possible without my fellow teammates. I am deeply grateful to the thousands of associates who bring commitment and pride to the purpose of saving people money. Selling Good Stuff Cheap is not just what we do, itis in every fiber of our being!

Thank you shareholders for your continued trust and support.

WE are… OLLIE’S!

Sincerely,

Eric van der Valk

President, Chief Executive Officer, Director, and Loyal Bargainaut

This letter and accompanying document include forward-looking statements, including related to our near-term strategic goals and capabilities. Generally speaking, any statement in the following document 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” and Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the Securities and Exchange Commission on March 19, 2026 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 11, 2026 at 10:00 a.m. local time

To our Stockholders,

Notice is hereby given that the 2026 Annual Meeting of Stockholders of Ollie’s Bargain Outlet Holdings, Inc. (“Annual Meeting”) will be held on June 11, 2026, 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 15, 2026, 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 pages 3-5 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