Five Below director plans $1.08M stock sale

Officer Michael F. Devine III plans a Rule 144 resale of 4,250 Five Below shares received as board compensation grants.

Rhea-AI Filing Summary

FIVE BELOW, INC (FIVE) director-level officer Michael F. Devine III filed a notice of proposed resale of company common stock under Rule 144. The filing covers 4,250 shares of common stock, originally received as board compensation grants between June 2021 and June 2025, with an aggregate market value of $1,084,855 at the time of the notice.

Key Figures

Shares to be sold under Rule 144: 4,250 shares Aggregate market value of shares: $1,084,855.00 Shares outstanding: 55,300,000 shares +5 more

8 metrics

Shares to be sold under Rule 144 4,250 shares Common stock covered by the notice for resale by Michael F. Devine III

Aggregate market value of shares $1,084,855.00 Value associated with the 4,250 shares of common stock in the notice

Shares outstanding 55,300,000 shares Five Below common stock referenced as outstanding in the Rule 144 information

Board compensation grant 2021 1,239 shares Common stock granted on June 15, 2021 as Board Compensation

Board compensation grant 2022 190 shares Common stock granted on June 14, 2022 as Board Compensation

Board compensation grant 2023 1,367 shares Common stock granted on June 13, 2023 as Board Compensation

Board compensation grant 2025 1,454 shares Common stock granted on June 12, 2025 as Board Compensation

Signature date September 4, 2026 Date signed by Michael F. Devine on the notice

Key Terms

Rule 144, Board Compensation, person

3 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.

Board Compensation financial

"Common Stock | 06/15/2021 | Board Compensation | FIVE Below"

person regulatory

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

FAQ

What does the Form 144 filing disclose for FIVE (Five Below, Inc.)?

It discloses that officer Michael F. Devine III plans to sell 4,250 shares of Five Below common stock under Rule 144, representing shares previously received as board compensation grants between 2021 and 2025.

How many FIVE shares are covered by Michael Devine’s planned Rule 144 sale?

The notice covers 4,250 shares of Five Below common stock. These shares tie to four board compensation grants of 1,239, 190, 1,367, and 1,454 shares received between June 2021 and June 2025.

What is the aggregate market value of the FIVE shares in this Form 144?

The filing lists an aggregate market value of $1,084,855.00 for the 4,250 shares of Five Below common stock covered by the planned Rule 144 sale.

When were the FIVE shares in Michael Devine’s Form 144 originally acquired?

The shares were acquired through board compensation grants on June 15, 2021, June 14, 2022, June 13, 2023, and June 12, 2025, each labeled as “Board Compensation” in the filing.

What trading market is referenced for the FIVE shares in this Rule 144 notice?

The filing identifies the market for the shares as NASDAQ, indicating that the Five Below common stock covered by the notice is listed for trading on that market.

How many Five Below shares were outstanding as referenced in the Form 144?

The notice references 55,300,000 shares of Five Below common stock outstanding in connection with the Rule 144 information provided.

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

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Available on EDGAR 09/04/2026 - 11:26 AM Accepted by SEC EDGAR 09/04/2026 - 11:25 AM Learn about SEC filing dates

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	0001238533
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	DEVINE MICHAEL F III
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 Stock	JANNEY MONTGOMERY SCOTT, LLC 1717 Arch St 17th Floor Philadelphia PA 19103	4250	1084855.00	55300000	09/04/2026	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 Stock	06/15/2021	Board Compensation	FIVE Below			1239	06/15/2021	Board Compensation
Common Stock	06/14/2022	Board Compensation	FIVE Below			190	06/14/2022	Board Compensation
Common Stock	06/13/2023	Board Compensation	FIVE Below			1367	06/13/2023	Board Compensation
Common Stock	06/12/2025	Board Compensation	FIVE Below			1454	06/12/2025	Board Compensation

* 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	09/04/2026
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	Michael F Devine
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)