[144] Five Below, Inc. SEC Filing

Rhea-AI Filing Summary

Five Below, Inc. (FIVE) filed a Form 144 reporting a proposed sale of 1,500 common shares through Morgan Stanley Smith Barney, with an aggregate market value of $216,615.00. The filing lists approximately 55,058,005 shares outstanding and an approximate sale date of 08/28/2025 on NASDAQ. The securities were acquired as restricted stock units on 03/01/2022 and the filer indicates the shares were granted by the issuer. The filing also discloses recent 10b5-1 sales by George S. Hill totaling 6,000 shares in the past three months: 4,500 sold on 06/05/2025 for $598,200.00 and 1,500 sold on 07/17/2025 for $210,000.00. The notice includes the filer’s representation that no undisclosed material adverse information is known to the seller.

Positive

• Clear regulatory disclosure: Form 144 provides required details on the proposed sale, acquisition date, and broker.
• Use of 10b5-1 plans: Recent sales were executed under 10b5-1, indicating prearranged trading instructions that can reduce information-timing concerns.

Negative

• Insider selling disclosed: The filer has sold 6,000 shares in the past three months, which investors may view negatively even though amounts are small relative to outstanding shares.

Insights

Corporate Governance Expert

TL;DR: Routine Form 144 insider sale of RSUs under a 10b5-1 framework; disclosure complies with rule requirements.

The filing documents a proposed open-market sale of 1,500 common shares by an insider, acquired as restricted stock units in March 2022. Recent 10b5-1 sales totaling 6,000 shares in the last three months are disclosed, showing the insider has been executing prearranged sales. From a governance standpoint this is a standard compliance disclosure: the seller affirms lack of undisclosed material information and specifies the transaction mechanics and broker. The filing does not state the insider’s role or any change in relationship to the issuer, and it contains no operational or financial metrics about the company itself.

Securities Analyst

TL;DR: Insider sales are small relative to outstanding shares and appear procedural rather than company-impacting.

The reported proposed sale (1,500 shares, $216,615) and the recent executed sales (total 6,000 shares for $808,200) represent a very small fraction of the issuer’s ~55.06 million outstanding shares (0.011% combined). The securities were granted as RSUs, and sales are being routed through Morgan Stanley Smith Barney. Given the magnitude relative to float, these transactions are unlikely to be materially dilutive or valuation-moving by themselves. The filing contains no earnings, guidance, or material corporate developments.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

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	1500	216615.00	55058005	08/28/2025	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 Units	Issuer			1500	03/01/2022	N/A

* 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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for GEORGE S HILL 701 Market Street Philadelphia PA 19106	COMMON	07/17/2025	1500	210000.00
10b5-1 Sales for GEORGE S HILL 701 Market Street Philadelphia PA 19106	COMMON	06/05/2025	4500	598200.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did Five Below (FIVE) report on Form 144?

The filer reported a proposed sale of 1,500 common shares valued at $216,615.00 with an approximate sale date of 08/28/2025 on NASDAQ.

Who is the broker handling the sale in the FIVE Form 144?

The broker listed is Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY 10004.

When were the shares being sold acquired according to the filing?

The 1,500 shares were acquired as restricted stock units on 03/01/2022 and granted by the issuer.

Has the filer sold other FIVE shares recently?

Yes. The filing discloses 10b5-1 sales by George S. Hill of 4,500 shares on 06/05/2025 for $598,200.00 and 1,500 shares on 07/17/2025 for $210,000.00.

How large are these sales relative to Five Below's outstanding shares?

The filing lists 55,058,005 shares outstanding; the proposed sale and recent sales together represent a very small fraction of that total.