SEC Form 10-K filed by Ollie's Bargain Outlet Holdings Inc.

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware		80-0848819
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

6295 Allentown Boulevard Suite 1 Harrisburg, Pennsylvania		17112
(Address of principal executive offices)		(Zip Code)

Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	OLLI	The NASDAQ Stock Market LLC

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer  ☐

Smaller reporting company☐

Emerging growth company☐

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	26
Item 1C.	Cybersecurity	26
Item 2.	Properties	29
Item 3.	Legal Proceedings	29
Item 4.	Mine Safety Disclosures	29
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
Item 6.	[Reserved]	32
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 8.	Financial Statements and Supplementary Data	41
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	69
Item 9A.	Controls and Procedures	69
Item 9B.	Other Information	71
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	71
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	72
Item 11.	Executive Compensation	72
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	72
Item 13.	Certain Relationships and Related Transactions, and Director Independence	72
Item 14.	Principal Accountant Fees and Services	72
PART IV
Item 15.	Exhibits and Financial Statement Schedules	73
Item 16.	Form 10-K Summary	75

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our failure to adequately procure and manage our inventory, anticipate consumer demand, or achieve favorable product margins;

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changes in consumer confidence and spending;

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risks associated with our status as a “brick and mortar only” retailer and our lack of operations in the growing online retail marketplace;

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risks associated with intense competition;

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our failure to open new profitable stores, or successfully enter new markets, on a timely basis or at all;

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fluctuations in comparable store sales and results of operations, including on a quarterly basis;

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factors such as inflation, recession, cost increases, and energy prices;

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the risks associated with doing business with foreign manufacturers and suppliers including, but not limited to, disruption of trade relationships with foreign manufacturers, potential increases in tariffs and trade sanctions on imported goods, as well as international trade disputes;

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our inability to operate our stores due to wars, civil unrest, and protests or disturbances;

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our failure to properly hire and to retain key personnel and other qualified personnel;

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changes in market levels of wages;

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risks associated with cybersecurity events, and the timely and effective deployment, protection, and defense of computer networks and other electronic systems, including e-mail;

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our inability to obtain favorable lease or acquisition terms for properties;

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

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risks associated with litigation, including the expense of defense, and potential for adverse outcomes;

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our inability to successfully develop or implement our marketing, advertising and promotional efforts;

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the seasonal nature of our business;

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risks associated with natural disasters, severe weather events, and related conditions;

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risks associated with outbreak of viruses, global health epidemics, pandemics, or widespread illness;

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changes in federal or state laws, government regulations, actions, procedures, or requirements, including as a result of executive orders, or other policies promulgated by the presidential administration; and

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our ability to service indebtedness and to comply with our financial covenants.

		Percentage of Net Sales
		2025				2024				2023
Consumables (1)			31.9	%			31.9	%			30.3	%
Home (1)			28.3	%			28.0	%			29.2	%
Seasonal			19.1	%			19.2	%			18.7	%
Other			20.7	%			20.9	%			21.8	%
Total			100.0	%			100.0	%			100.0	%

(1)	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.

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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;

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Print and direct mail: 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;

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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; and

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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. Foundation.

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

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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;

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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;

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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;

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

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

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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;

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

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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;

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

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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.

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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;

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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;

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

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

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

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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;

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

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

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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.

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

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

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

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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;

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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 volatility;

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

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

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

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

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

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

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national and regional economic trends in the United States;

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changes in gasoline prices;

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changes in shipping and transportation costs;

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changes in our merchandise mix;

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the weather;

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changes in pricing;

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changes in the timing of promotional and advertising efforts; and

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holidays or seasonal periods.

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energy and gasoline prices;

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shipping and transportation costs;

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

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interest rates and inflation;

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discounts, promotions, and merchandise offered by our competitors;

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negative reports and publicity about the discount retail industry;

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

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general economic and industry conditions;

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food prices;

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the state of the housing market;

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customer confidence in future economic conditions;

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fluctuations in the financial markets;

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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;

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tax rates and policies;

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

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

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

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online and omnichannel retail capabilities of our competitors;

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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;

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continued and prolonged promotional activity by our competitors;

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

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geographic expansion by competitors into markets in which we operate; and

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

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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;

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increasing our vulnerability to general adverse economic and industry conditions; and

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

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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;

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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;

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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;

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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;

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prohibit cumulative voting in the election of directors; and

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provide that vacancies on our Board may be filled only by a majority of directors then in office, even though less than a quorum.

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any derivative action or proceeding brought on behalf of the Company;

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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;

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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;

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any action to interpret, apply, enforce, or determine the validity of our certificate of incorporation or the fourth amended and restated bylaws; or

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any action asserting a claim governed by the internal affairs doctrine.

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increase our vulnerability to adverse general economic or industry conditions;

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limit our flexibility in planning for, or reacting to, changes in our business or the industries in which we operate;

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make us more vulnerable to increases in interest rates, as borrowings under our Credit Facility are at variable rates;

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limit our ability to obtain additional financing in the future for working capital or other purposes;

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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; and

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place us at a competitive disadvantage compared to our competitors that have less indebtedness.

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pay dividends on, redeem, or repurchase our stock, or make other distributions;

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incur or guarantee additional indebtedness;

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sell stock in our subsidiaries;

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create or incur liens;

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make acquisitions or investments;

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transfer or sell certain assets or merge or consolidate with or into other companies;

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make certain payments or prepayments of indebtedness subordinated to our obligations under our Credit Facility; and

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enter into certain transactions with our affiliates.

Item 1C.

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:

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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 manner.  For more information, please see “Item 1A – Risk Factors – Technology and Cybersecurity.”

Distribution Center Location		Owned or Leased		Approximate Square Footage
Commerce, GA		Leased		962,000
York, PA		Leased		804,000
Lancaster, TX		Owned		615,000
Princeton, IL		Owned		615,000

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

		1/30/21		1/29/22		1/28/23		2/3/24		2/1/25		1/31/26
Ollie’s Bargain Outlet Holdings, Inc.		100.00		47.43		56.97		79.25		117.71		116.45
NASDAQ Composite Total Return Index		100.00		60.53		47.20		45.81		50.29		46.92
NASDAQ US Benchmark Retail Index		100.00		103.94		87.83		117.87		157.01		161.92

Period		Total number of shares repurchased (1)				Average price paid per share (2)				Total number of shares purchased as part of publicly announced plans or programs (3)				Approximate dollar value of shares that may yet be purchased under the plans or programs (3)
November 2, 2025 through November 29, 2025			41,276			$	124.00				41,276			$	287,282,253
November 30, 2025 through January 3, 2026			130,155			$	113.92				130,155			$	272,517,253
January 4, 2026 through January 31, 2026			119,177			$	114.39				119,177			$	258,799,484
Total			290,608								290,608

(1)	Consists of shares repurchased under the publicly announced share repurchase program.

(2)	Includes commissions for the shares repurchased under the share repurchase program.

(3)

In December 2020, the Company’s Board of Directors authorized common stock repurchases under a share repurchase program.  The authorized amount of the program, which has been increased from time to time, is authorized for up to $700.0 million of the Company’s stock as of January 31, 2026.  The share repurchase program is effective through March 31, 2029.  As of January 31, 2026, the Company had approximately $258.8 million remaining under its share repurchase program. For further discussion on the share repurchase program, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, Share Repurchase Program.”

Item 6.

[Reserved]

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

		2025				2024
		(dollars in thousands)
Net sales		$	2,649,198			$	2,271,705
Cost of sales			1,576,254				1,357,253
Gross profit			1,072,944				914,452
Selling, general, and administrative expenses			709,002				612,406
Depreciation and amortization expenses			40,996				33,224
Pre-opening expenses			25,281				19,319
Operating income			297,665				249,503
Interest income, net			(18,719	)			(16,311	)
Income before income taxes			316,384				265,814
Income tax expense			75,788				66,052
Net income		$	240,596			$	199,762
Percentage of net sales(1):
Net sales			100.0	%			100.0	%
Cost of sales			59.5				59.7
Gross profit			40.5				40.3
Selling, general, and administrative expenses			26.8				27.0
Depreciation and amortization expenses			1.5				1.5
Pre-opening expenses			1.0				0.9
Operating income			11.2				11.0
Interest income, net			(0.7	)			(0.7	)
Income before income taxes			11.9				11.7
Income tax expense			2.9				2.9
Net income			9.1	%			8.8	%
Select operating data:
Number of new stores			86				50
Number of store closings			-				(3	)
Number of stores open at end of period			645				559
Average net sales per store (2)		$	4,325			$	4,271
Comparable stores sales change			3.7	%			2.8	%

(1)	Components may not add to totals due to rounding.

(2)	Average net sales per store represents the weighted average of total net weekly sales divided by the number of stores open at the end of each week for the respective periods presented.

		2025				2024
		(dollars in thousands)
Net income		$	240,596			$	199,762
Interest income, net			(18,719	)			(16,311	)
Depreciation and amortization expenses (1)			55,236				44,128
Income tax expense			75,788				66,052
EBITDA			352,901				293,631
Non-cash stock-based compensation expense			13,060				19,445
Adjusted EBITDA		$	365,961			$	313,076

(1)	Includes depreciation and amortization relating to our distribution centers, which is included within cost of sales on our consolidated statements of income.

		2025				2024
		(in thousands)
Net cash provided by operating activities		$	296,539			$	227,454
Net cash used in investing activities			(179,925	)			(255,341	)
Net cash used in financing activities			(62,057	)			(33,252	)
Net increase (decrease) in cash and cash equivalents		$	54,557			$	(61,139	)

		Less than 1 year				1-3 Years				3-5 Years				Thereafter				Total
		(in thousands)
Operating leases (1)		$	125,797			$	258,926			$	179,703			$	267,503			$	831,929
Finance leases			842				646				-				-				1,488
Purchase obligations (2)			20,683				-				-				-				20,683
Total		$	147,322			$	259,572			$	179,703			$	267,503			$	854,100

(1)	Operating lease payments exclude $49.7 million of legally binding minimum lease payments for leases signed but not yet commenced.

(2)	Purchase obligations are primarily for materials and construction agreements for new store build-outs and distribution center expansion as well as purchase commitments for material handling equipment at the Company’s distribution centers.

Item 8.

Financial Statements and Supplementary Data.

	Page
Report of Independent Registered Public Accounting Firm (KPMG LLP, Harrisburg, PA, Auditor Firm ID 185)	42
Consolidated Financial Statements:
Consolidated Statements of Income for the fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024	43
Consolidated Balance Sheets as of January 31, 2026 and February 1, 2025	44
Consolidated Statements of Stockholders’ Equity for the fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024	45
Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024	46
Notes to Consolidated Financial Statements	47
Schedule I – Condensed Financial Information of Registrant	66

		Fiscal year ended
		January 31,				February 1,				February 3,
		2026				2025				2024
Net sales		$	2,649,198			$	2,271,705			$	2,102,662
Cost of sales			1,576,254				1,357,253				1,270,297
Gross profit			1,072,944				914,452				832,365
Selling, general, and administrative expenses			709,002				612,406				562,672
Depreciation and amortization expenses			40,996				33,224				27,819
Pre-opening expenses			25,281				19,319				14,075
Operating income			297,665				249,503				227,799
Interest income, net			(18,719	)			(16,311	)			(14,686	)
Income before income taxes			316,384				265,814				242,485
Income tax expense			75,788				66,052				61,046
Net income		$	240,596			$	199,762			$	181,439
Earnings per common share:
Basic		$	3.92			$	3.26			$	2.94
Diluted		$	3.89			$	3.23			$	2.92
Weighted average common shares outstanding:
Basic			61,322				61,339				61,741
Diluted			61,773				61,767				62,068

		January 31,				February 1,
Assets		2026				2025
Current assets:
Cash and cash equivalents		$	259,680			$	205,123
Short-term investments			36,628				223,546
Inventories			650,260				552,542
Accounts receivable			3,805				2,352
Prepaid expenses and other assets			13,692				10,228
Total current assets			964,065				993,791
Property and equipment, net			382,242				334,961
Operating lease right-of-use assets			663,848				554,737
Goodwill			444,850				444,850
Trade name			230,559				230,559
Long-term investments			266,455				-
Other assets			2,934				2,247
Total assets		$	2,954,953			$	2,561,145
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt		$	569			$	556
Accounts payable			169,345				130,279
Income taxes payable			9,823				1,707
Current portion of operating lease liabilities			108,854				83,944
Accrued expenses and other			111,857				87,855
Total current liabilities			400,448				304,341
Revolving credit facility			-				-
Long-term debt			974				1,040
Deferred income taxes			89,924				81,124
Long-term operating lease liabilities			575,531				479,330
Total liabilities			1,066,877				865,835
Stockholders’ equity:
Preferred stock - 50,000 shares authorized at $0.001 par value; no shares issued			-				-
Common stock - 500,000 shares authorized at $0.001 par value; 67,840 and 67,462 shares issued, respectively			68				67
Additional paid-in capital			761,300				735,284
Retained earnings			1,608,309				1,367,713
Treasury - common stock, at cost; 6,750 and 6,113 shares, respectively			(481,601	)			(407,754	)
Total stockholders’ equity			1,888,076				1,695,310
Total liabilities and stockholders’ equity		$	2,954,953			$	2,561,145

		Common stock						Treasury stock						Additional			Retained			Total stockholders’
		Shares			Amount			Shares			Amount			paid-in capital			earnings			equity
Balance as of January 28, 2023			66,672			67			(4,664	)		(302,204	)		677,694			986,512			1,362,069
Stock-based compensation expense			-			-			-			-			12,237			-			12,237
Proceeds from stock options exercised			180			-			-			-			6,686			-			6,686
Vesting of restricted stock			103			-			-			-			-			-			-
Common shares withheld for taxes			(28	)		-			-			-			(1,658	)		-			(1,658	)
Shares repurchased			-			-			(809	)		(52,541	)		-			-			(52,541	)
Net income			-			-			-			-			-			181,439			181,439
Balance as of February 3, 2024			66,927			67			(5,473	)		(354,745	)		694,959			1,167,951			1,508,232
Stock-based compensation expense			-			-			-			-			19,445			-			19,445
Proceeds from stock options exercised			454			-			-			-			23,995			-			23,995
Vesting of restricted stock			120			-			-			-			-			-			-
Common shares withheld for taxes			(39	)		-			-			-			(3,115	)		-			(3,115	)
Shares repurchased			-			-			(640	)		(53,009	)		-			-			(53,009	)
Net income			-			-			-			-			-			199,762			199,762
Balance as of February 1, 2025			67,462			67			(6,113	)		(407,754	)		735,284			1,367,713			1,695,310
Stock-based compensation expense			-			-			-			-			13,060			-			13,060
Proceeds from stock options exercised			284			-			-			-			18,657			-			18,657
Vesting of restricted stock			146			1			-			-			-			-			1
Common shares withheld for taxes			(52	)		-			-			-			(5,701	)		-			(5,701	)
Shares repurchased			-			-			(637	)		(73,847	)		-			-			(73,847	)
Net income			-			-			-			-			-			240,596			240,596
Balance as of January 31, 2026			67,840		$	68			(6,750	)	$	(481,601	)	$	761,300		$	1,608,309		$	1,888,076