[144] Five Below, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 notice for planned sale of restricted common stock. The filer reports 818 shares of common stock acquired as restricted stock on 08/01/2025 and intends to sell them through Morgan Stanley Smith Barney LLC on or about 08/29/2025 on NASDAQ. The aggregate market value of the 818 shares is reported as $119,763.38 and the issuer's outstanding shares are listed as 55,145,462. The filing also discloses a prior sale by Ronald Masciantonio of 658 shares on 06/10/2025 for gross proceeds of $81,196.62. The notice includes the standard representation that the seller does not possess undisclosed material adverse information.

Positive

• Full disclosure of broker, acquisition date, class, and planned sale date meets Rule 144 requirements
• Size of sale is immaterial relative to 55,145,462 shares outstanding, limiting market impact
• Includes prior recent sale (658 shares on 06/10/2025), adding transparency about recent insider transactions

Negative

• None.

Insights

Securities/Equity Analyst

TL;DR: Routine Form 144 reporting a small planned sale of restricted shares; immaterial to company capitalization.

The notice documents a proposed sale of 818 restricted shares via Morgan Stanley Smith Barney with an aggregate market value of $119,763.38 compared with 55,145,462 shares outstanding, representing a de minimis portion of the float. Such filings disclose insider or affiliated sales to comply with Rule 144; the size and timing here imply limited market impact. The historical trade on 06/10/2025 for 658 shares is likewise small. Analysts would treat this as routine insider liquidity rather than a signal of material corporate change.

Corporate Governance / Compliance Analyst

TL;DR: Filing shows compliant disclosure and the seller affirms no undisclosed material information.

The Form 144 provides required broker, acquisition and sale details and includes the signature representation regarding material information. The acquisition is listed as restricted stock acquired from the issuer on 08/01/2025, with sale planned under Rule 144. From a compliance perspective, the document appears complete for the securities described; there is no indication of a 10b5-1 plan adoption date in the remarks. The small quantities reduce regulatory concern but the disclosure itself supports market transparency.

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	818	119763.38	55145462	08/29/2025	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	08/01/2025	Restricted Stock	Issuer			818	08/01/2025	Not Applicable

* 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
RONALD MASCIANTONIO 701 Market Street, Suite 300 Philadelphia PA 19106	Common	06/10/2025	658	81196.62

144: Remarks and Signature

Remarks

Date of Notice

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 does the Form 144 for FIVE report?

The filing reports a proposed sale of 818 restricted common shares acquired on 08/01/2025, intended to be sold on or about 08/29/2025 through Morgan Stanley Smith Barney on NASDAQ.

How large is the proposed sale relative to outstanding shares?

The 818 shares have an aggregate market value of $119,763.38 versus 55,145,462 shares outstanding, representing a de minimis fraction of the outstanding shares.

Was there any recent sale by the same person?

Yes. The filing lists a prior sale by Ronald Masciantonio of 658 shares on 06/10/2025 for gross proceeds of $81,196.62.

Who is the broker handling the proposed sale?

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

Does the filer state they possess any undisclosed material information?

The filer represents by signing the notice that they do not know any material adverse information about the issuer that has not been publicly disclosed.