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.

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.

Key Figures

Shares to be sold: 7,514 shares Aggregate market value of shares to be sold: $1,813,128.20 Shares outstanding: 55,400,000 shares +3 more

6 metrics

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

Key Terms

Rule 144, Stock award, attorney-in-fact, Aggregate Market Value

4 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.

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

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

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.

Who signed the Form 144 related to FIVE BELOW, INC (FIVE)?

The notice was signed by Audrey Skillern, acting as a duly authorized representative of Fidelity Brokerage Services LLC, as attorney-in-fact for Kathleen Barclay.

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

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Available on EDGAR 09/03/2026 - 12:42 PM EDT Accepted by SEC EDGAR 09/03/2026 - 12:42 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	0001181692
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	BARCLAY KATHLEEN S
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	former 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	Fidelity Brokerage Services LLC 245 Summer Street Boston MA 02110	7514	1813128.20	55400000	09/03/2026	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 Stock	06/12/2025	Stock award	Five Below Inc			1454	06/12/2025	Compensation
Common Stock	05/05/2025	Stock award	Five Below Inc			343	05/05/2025	Compensation
Common	02/03/2025	Stock award	Five Below Inc			309	02/03/2025	Compensation
Common Stock	11/04/2024	Stock award	Five Below Inc			299	11/04/2024	Compensation
Common Stock	06/11/2024	Stock award	Five Below Inc			860	06/11/2024	Compensation
Common Stock	06/14/2022	Stock award	Five Below Inc			599	06/14/2022	Compensation
Common Stock	01/27/2017	Stock award	Five Below Inc			398	01/27/2017	Compensation
Common Stock	10/31/2016	Stock award	Five Below Inc			402	10/31/2016	Compensation
Common Stock	06/21/2016	Stock award	Five Below Inc			1409	06/21/2016	Compensation
Common Stock	05/02/2016	Stock award	Five Below Inc			359	05/02/2016	Compensation
Common Stock	01/29/2016	Stock award	Five Below Inc			425	01/29/2016	Compensation
Common Stock	07/31/2015	Stock award	Five Below Inc			406	07/31/2015	Compensation
Common Stock	05/01/2015	Stock award	Five Below Inc			251	05/01/2015	Compensation

* 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	shares are being sold from RSTMNT OF THE K BARCLAY LIV TR U/A 10/12/93
Date of Notice	09/03/2026
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/ Audrey Skillern, as a duly authorized representative of Fidelity Brokerage Services LLC, as attorney-in-fact for Kathleen BARCLAY
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)