Form 144: Proposed Common Stock Sales

Affiliate files a Form 144 proposing resale of Common stock.

Rhea-AI Filing Summary

Affiliate files a Form 144 proposing resale of Common stock. The filing lists multiple blocks of restricted stock vesting under a registered plan with dated lots and share quantities (examples include 86, 107, 1,165, 1,367, 102). The cover shows 3000 and a NASDAQ reference.

Insights

Compliance Counsel

Form 144 notifies proposed sales of vested restricted shares by an affiliate.

The filing catalogs specific vesting dates and share lots tied to restricted stock that vested under a registered plan. The entries are transactional notices required before certain affiliate resales can occur under SEC rules.

Timing and cash‑flow treatment are not detailed in the excerpt; subsequent filings would show actual sale execution and proceeds.

FAQ

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

What does this Form 144 for FIVE indicate?

This Form 144 indicates a proposed resale of Common stock by an affiliate. It lists restricted stock vesting lots and share quantities tied to a registered plan, signaling the affiliate intends to offer those vested shares for sale.

How many share lots and examples are listed in the filing?

The filing lists multiple vesting lots with example quantities of 86, 107, 87, 1,165, 1,367, and 102 shares. These entries are dated and identified as restricted stock vesting under a registered plan.

Does the Form 144 state when sales will occur for FIVE shares?

The excerpt lists vesting dates for each lot but does not state actual sale execution dates. It provides the dates shares vested; actual sale timing and execution details are not included in the provided content.

Who is the filer listed on this Form 144?

The filer information includes a broker/dealer entry named Morgan Stanley Smith Barney LLC Executive Financial Services with an address at 1 New York Plaza. The filing records that entity in the filer section of the excerpt.

Is aggregate share or proceeds information provided?

The excerpt shows a numeric value of 3000 on the cover and lists individual lot quantities. The filing does not state proceeds or how sale proceeds are allocated in the provided excerpt.

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

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Accepted by SEC EDGAR 03/26/2026 - 04:10 PM EDT 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	0001043029
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	RICHARD L MARKEE
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	Director

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	3000	696120.00	55238434	03/26/2026	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	04/30/2021	Restricted stock vesting under a registered plan	Issuer			86	04/30/2021	Services Rendered
Common	07/30/2021	Restricted stock vesting under a registered plan	Issuer			86	07/30/2021	Services Rendered
Common	05/01/2023	Restricted stock vesting under a registered plan	Issuer			107	05/01/2023	Services Rendered
Common	11/01/2021	Restricted stock vesting under a registered plan	Issuer			87	11/01/2021	Services Rendered
Common	06/16/2021	Restricted stock vesting under a registered plan	Issuer			1165	06/16/2021	Services Rendered
Common	06/13/2023	Restricted stock vesting under a registered plan	Issuer			1367	06/13/2023	Services Rendered
Common	07/31/2023	Restricted stock vesting under a registered plan	Issuer			102	07/31/2023	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	03/26/2026
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/ Richard L Markee
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)