Five Below Officer Plans Strategic Stock Exit Following Vesting Period

Rhea-AI Filing Summary

Form 144 Notice of Proposed Sale filed by Five Below officer Eric M. Specter, indicating intent to sell 5,500 shares of common stock with an aggregate market value of $719,214.10. The sale is planned for execution on June 26, 2025 through Morgan Stanley Smith Barney LLC on NASDAQ.

The shares to be sold were acquired through two restricted stock vestings under a registered plan:

• 5,416 shares acquired on March 28, 2019
• 84 shares acquired on March 07, 2019

The filing indicates that Specter has not sold any company securities in the past 3 months. As required by Rule 144, the seller has certified no knowledge of undisclosed material adverse information regarding Five Below's operations. The company currently has 55,058,005 shares outstanding.

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	719214.10	55058005	06/26/2025	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	03/28/2019	Restricted stock vesting under a registered plan	Issuer			5416	03/28/2019	Cash
Common	03/07/2019	Restricted stock vesting under a registered plan	Issuer			84	03/07/2019	Cash

* 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	06/26/2025
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)

FAQ

How many shares of FIVE stock is Eric Specter selling on June 26, 2025?

According to the Form 144 filing, Eric Specter, an officer at Five Below, plans to sell 5,500 shares of FIVE common stock with an aggregate market value of $719,214.10 through Morgan Stanley Smith Barney LLC.

What is the source of FIVE shares being sold by Eric Specter?

The shares being sold came from two restricted stock vestings under a registered plan: 5,416 shares acquired on March 28, 2019, and 84 shares acquired on March 07, 2019, both from the issuer (Five Below).

What is the current total number of outstanding shares for FIVE as of June 2025?

According to the Form 144 filing, Five Below (FIVE) has 55,058,005 shares outstanding as of the filing date.

Has Eric Specter sold any other FIVE shares in the past 3 months before this Form 144 filing?

No, the filing explicitly indicates 'Nothing to Report' in the section detailing securities sold during the past 3 months by Eric Specter.

What is Eric Specter's role at FIVE and where will the shares be sold?

Eric Specter is listed as an Officer of Five Below (FIVE), and the shares will be sold on the NASDAQ exchange through Morgan Stanley Smith Barney LLC's Executive Financial Services division.