Comitale James J 4

What Happened
James J. Comitale, Senior Vice President and General Counsel of Ollie's Bargain Outlet (OLLI), had RSUs vest on April 1, 2026, resulting in the conversion of 1,249 RSUs into common stock (758 + 491). The conversion is reported as exercise/conversion of derivatives (code M) at $0.00. To satisfy tax withholding obligations, 552 shares (335 + 217) were relinquished/cancelled (code F) at a fair market value of $91.24 per share, resulting in withholding valued at $30,565 and $19,799 respectively (total ~$50,364). The withholding was an exempt transaction under Section 16b-3(e).

Key Details

• Transaction date: April 1, 2026; Form 4 filed April 3, 2026 (appears timely).
• Converted/vested: 1,249 RSUs → 1,249 shares (758 + 491). Reported acquisition price: $0.00 (derivative conversion).
• Shares withheld for taxes: 552 shares (335 + 217) at $91.24 = $50,364 total. These shares were relinquished/cancelled in exchange for the issuer paying the withholding (per footnote F3).
• Fair market value basis: $91.24 per share (closing price on April 1, 2026; footnote F4).
• Vesting context per footnotes: one grant of 3,031 RSUs (25% annual vesting; 758 vested Apr 1, 2026) and one grant of 1,964 RSUs (25% annual vesting; 491 vested Apr 1, 2026).
• Shares owned after the transaction: not specified in the filing.
• Transaction codes: M = exercise/conversion of derivative; F = payment of tax liability via withholding.

Context
This was a standard vesting/conversion of RSUs with shares withheld to cover taxes (a cashless/withholding settlement), not an open-market sale or a company insider purchasing stock. Such tax-withholding dispositions are routine and do not necessarily signal a change in the insider’s view of the company. The filing notes the exemption under Section 16b-3(e) for withholding arrangements.