Five Below officer plans sale of 818 shares

An officer of FIVE BELOW, INC. filed a Rule 144 notice to sell 818 restricted common shares through a broker on or after September 10, 2026.

Rhea-AI Filing Summary

FIVE BELOW, INC. (FIVE) received a Rule 144 notice from officer Jacob Kimball Hawkins covering a planned sale of up to 818 shares of common stock. The shares are held through Morgan Stanley Smith Barney LLC Executive Financial Services and are expected to be sold on or after September 10, 2026 on NASDAQ.

The securities were acquired from the issuer as restricted stock dated March 20, 2026. The form lists total shares outstanding of 55,054,035 and a transaction value figure of $203,583.84, with no additional sales reported during the prior three months.

Key Figures

Shares to be sold: 818 shares Transaction value figure: $203,583.84 Shares outstanding: 55,054,035 shares +2 more

5 metrics

Shares to be sold 818 shares Planned sale of FIVE BELOW, INC. common stock under Rule 144

Transaction value figure $203,583.84 Value figure listed alongside the 818 shares in the securities information section

Shares outstanding 55,054,035 shares Total FIVE BELOW, INC. common shares outstanding referenced in the notice

Planned sale date September 10, 2026 Date associated with the proposed sale of 818 shares

Acquisition date of restricted stock March 20, 2026 Date the restricted stock covered by the notice was acquired from the issuer

Key Terms

Rule 144, Restricted Stock, NASDAQ

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.

Restricted Stock financial

"Common | 03/20/2026 | Restricted Stock | Issuer |"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

NASDAQ market

"55054035 | 09/10/2026 | NASDAQ"

The Nasdaq is a stock exchange where many companies' shares are bought and sold, functioning much like a marketplace for investments. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping them track the value of those companies and make informed decisions. As one of the largest and most technology-focused markets, it also reflects trends and developments in the business world.

FAQ

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

It discloses that officer Jacob Kimball Hawkins filed a Rule 144 notice to sell up to 818 shares of FIVE BELOW, INC. common stock, acquired as restricted stock, through Morgan Stanley Smith Barney LLC on or after September 10, 2026 on NASDAQ.

How many FIVE (Five Below, Inc.) shares are covered by this Rule 144 notice?

The notice covers up to 818 shares of FIVE BELOW, INC. common stock. This is the amount listed both in the securities information section and in the “Securities To Be Sold” section of the filing.

When were the FIVE (FIVE BELOW, INC.) shares acquired and in what form?

The filing states the shares were acquired on March 20, 2026 as restricted stock from the issuer. This indicates the securities were originally subject to transfer limitations under securities laws or company arrangements.

What trading venue is indicated for the planned FIVE (FIVE BELOW, INC.) sale?

The Form 144 notes that the common stock is listed on NASDAQ, and the proposed sale of 818 shares is associated with that market. Morgan Stanley Smith Barney LLC Executive Financial Services is listed as the broker.

How many FIVE (FIVE BELOW, INC.) shares are outstanding according to this filing?

The filing lists 55,054,035 shares of FIVE BELOW, INC. common stock as outstanding in connection with the Rule 144 notice, providing context for the relative size of the planned 818-share sale.

Were there other recent sales by this person reported for FIVE (Five Below, Inc.)?

The “Securities Sold During The Past 3 Months” section does not list any additional transactions, indicating no other sales were reported for the prior three months in this Form 144.

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

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Available on EDGAR 09/10/2026 - 04:07 PM Accepted by SEC EDGAR 09/10/2026 - 04:07 PM 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	0002061853
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	JACOB HAWKINS
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	818	203583.84	55054035	09/10/2026	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	03/20/2026	Restricted Stock	Issuer			818	03/20/2026	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

Nothing to Report

144: Remarks and Signature

Remarks
Date of Notice	09/10/2026
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/ Jacob Kimball Hawkins
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)