Five Below officer plans sale of 5,500 shares

An officer of Five Below plans a Rule 144 sale of 5,500 vested restricted shares valued at about $1.37 million.

Available on EDGAR 09/14/2026 - 04:16 PM EDT Accepted by SEC EDGAR 09/14/2026 - 04:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

FIVE BELOW, INC. (FIVE) has an officer, Eric M. Specter, giving notice of a proposed sale under Rule 144 of up to 5,500 shares of the company’s common stock through Morgan Stanley Smith Barney LLC. The shares have an aggregate market value of $1,369,445 based on the referenced price, with an approximate sale date of September 14, 2026 on NASDAQ. The stock to be sold comes from restricted stock that vested under registered plans between 2022 and 2025 in connection with services rendered.

Key Figures

Shares to be sold: 5,500 shares Aggregate market value: $1,369,445 Shares outstanding: 55,054,035 shares +3 more

6 metrics

Shares to be sold 5,500 shares Maximum number of FIVE BELOW, INC. common shares covered by the Rule 144 notice

Aggregate market value $1,369,445 Aggregate market value of the 5,500 shares proposed to be sold

Shares outstanding 55,054,035 shares Number of FIVE BELOW, INC. common shares outstanding listed alongside the proposed sale

Approximate sale date September 14, 2026 Approximate date of sale for the shares under the Rule 144 notice

Largest single vesting block 1,067 shares Restricted stock vesting on March 1, 2022 under a registered plan for services rendered

Future vesting block 1,017 shares Restricted stock vesting on August 1, 2025 under a registered plan for services rendered

Key Terms

Rule 144, Restricted Stock Vesting Under a Registered Plan, aggregate market value, services rendered

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Restricted Stock Vesting Under a Registered Plan financial

"Common | 03/01/2022 | Restricted Stock Vesting Under a Registered Plan |"

aggregate market value financial

"Common | Morgan Stanley Smith Barney LLC ... | 5500 | 1369445.00 |"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

services rendered financial

"1017 | 08/01/2025 | Services Rendered"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is being sold under Rule 144 for FIVE BELOW, INC. (FIVE)?

Eric M. Specter, an officer of FIVE BELOW, INC., has notified of a proposed sale of up to 5,500 shares of the company’s common stock under Rule 144 through Morgan Stanley Smith Barney LLC.

What is the aggregate market value of the FIVE shares covered by this Rule 144 notice?

The notice covers up to $1,369,445 in aggregate market value of FIVE BELOW, INC. common stock, corresponding to the proposed sale of 5,500 shares.

When is the approximate sale date for the FIVE (FIVE BELOW, INC.) shares?

The approximate date of sale for the covered FIVE BELOW, INC. common shares is September 14, 2026, with the shares to be sold on NASDAQ.

How were the FIVE (FIVE BELOW, INC.) shares to be sold originally acquired?

The shares to be sold were acquired as restricted stock vesting under a registered plan, with multiple vesting dates from 2022 to 2025, all reported as compensation for services rendered by the issuer.

How many FIVE BELOW, INC. shares are indicated as outstanding in this Rule 144 notice?

The notice lists 55,054,035 shares of FIVE BELOW, INC. common stock as outstanding in the same section that describes the proposed sale of 5,500 shares.

Who is the broker handling the proposed Rule 144 sale for FIVE BELOW, INC. shares?

The proposed sale of FIVE BELOW, INC. common stock is to be handled through Morgan Stanley Smith Barney LLC Executive Financial Services, located at 1 New York Plaza, 8th Floor, New York, NY.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001024770
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	FIVE BELOW, INC.
SEC File Number	001-35600
Address of Issuer	701 Market Street, Suite 300 Philadelphia PENNSYLVANIA 19106
Phone	(215) 546-7909
Name of Person for Whose Account the Securities are To Be Sold	ERIC M SPECTER
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	5500	1369445.00	55054035	09/14/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	03/01/2022	Restricted Stock Vesting Under a Registered Plan	Issuer			1067	03/01/2022	Services Rendered
Common	03/21/2024	Restricted Stock Vesting Under a Registered Plan	Issuer			584	03/21/2024	Services Rendered
Common	03/16/2022	Restricted Stock Vesting Under a Registered Plan	Issuer			144	03/16/2022	Services Rendered
Common	03/21/2024	Restricted Stock Vesting Under a Registered Plan	Issuer			510	03/21/2024	Services Rendered
Common	03/09/2022	Restricted Stock Vesting Under a Registered Plan	Issuer			520	03/09/2022	Services Rendered
Common	03/16/2023	Restricted Stock Vesting Under a Registered Plan	Issuer			144	03/16/2023	Services Rendered
Common	03/09/2023	Restricted Stock Vesting Under a Registered Plan	Issuer			260	03/09/2023	Services Rendered
Common	03/26/2022	Restricted Stock Vesting Under a Registered Plan	Issuer			244	03/26/2022	Services Rendered
Common	01/30/2023	Restricted Stock Vesting Under a Registered Plan	Issuer			789	01/30/2023	Services Rendered
Common	08/01/2025	Restricted Stock Vesting Under a Registered Plan	Issuer			1017	08/01/2025	Services Rendered
Common	03/09/2023	Restricted Stock Vesting Under a Registered Plan	Issuer			221	03/09/2023	Services Rendered

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks
Date of Notice	09/14/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Eric Specter
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)