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Five Below ex-director plans $1.8M stock sale

FIVE BELOW, INC (FIVE) received a notice under Rule 144 for a planned sale of its common stock by former director Kathleen Barclay.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
144

Rhea-AI Filing Summary

FIVE BELOW, INC (FIVE) received a notice under Rule 144 for a planned sale of its common stock by former director Kathleen Barclay. The notice covers 7,514 shares of common stock with an aggregate market value of $1,813,128.20, with an approximate sale date of September 3, 2026 on NASDAQ. The shares are being sold from the “RSTMNT OF THE K BARCLAY LIV TR U/A 10/12/93,” with Fidelity Brokerage Services LLC acting through an attorney-in-fact.

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Shares to be sold 7,514 shares Common stock proposed for sale under Rule 144
Aggregate market value of shares to be sold $1,813,128.20 Estimated market value of the 7,514 shares in the Rule 144 notice
Shares outstanding 55,400,000 shares Common stock outstanding as referenced in the Rule 144 notice
Approximate date of sale September 3, 2026 Target date for the Rule 144 sale on NASDAQ
Largest single stock award listed 1,409 shares Common stock award dated June 21, 2016
Recent stock award example 1,454 shares Common stock award dated June 12, 2025
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.
Stock award financial
"Common Stock | 06/12/2025 | Stock award | Five Below Inc"
attorney-in-fact regulatory
"as attorney-in-fact for Kathleen BARCLAY"
An attorney-in-fact is the person or entity given legal authority through a power of attorney to act on behalf of another for specific tasks, such as signing documents, voting shares, or handling transactions. For investors, this matters because it lets a trusted representative make timely decisions or complete paperwork when the owner cannot, much like handing keys to someone to run errands on your behalf—so checks on scope and limits of that authority are important.
Aggregate Market Value financial
"Common | Fidelity Brokerage Services LLC ... | 7514 | 1813128.20"
Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

FAQ

What does the Form 144 filing disclose for FIVE (Five Below, Inc.)?
The filing discloses that former director Kathleen Barclay intends to sell 7,514 shares of FIVE BELOW, INC common stock under Rule 144, with an aggregate market value of $1,813,128.20 and an approximate sale date of September 3, 2026.

How many FIVE BELOW, INC (FIVE) shares are outstanding as referenced in this notice?
The notice references 55,400,000 shares of FIVE BELOW, INC common stock as outstanding in connection with the Rule 144 sale of 7,514 shares by former director Kathleen Barclay.

Through what account are the FIVE (Five Below, Inc.) shares being sold?
The shares are being sold from the “RSTMNT OF THE K BARCLAY LIV TR U/A 10/12/93”, a living trust associated with Kathleen Barclay, with Fidelity Brokerage Services LLC acting on her behalf via an attorney-in-fact.

On which exchange are the FIVE BELOW, INC (FIVE) shares in this Form 144 expected to be sold?
The Rule 144 notice states that the 7,514 shares of FIVE BELOW, INC common stock are expected to be sold on NASDAQ around September 3, 2026.

What is the nature of the FIVE (Five Below, Inc.) securities listed in this Form 144?
All securities listed are common stock of FIVE BELOW, INC, primarily originating from stock awards granted on various dates as compensation, including grants dated June 12, 2025; May 5, 2025; and earlier years.

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144: Filer Information

144: Issuer Information

144: Securities Information



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


* 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

144: Remarks and Signature

Source: View Original Filing on SEC EDGAR