FIVE Form 144 Notice — Insider Plans Sale of 50,000 Shares via J.P. Morgan

Rhea-AI Filing Summary

Form 144 notice of proposed sale for Five Below, Inc. (FIVE) reporting a planned sale of 50,000 common shares through J.P. Morgan Securities LLC. The filing lists an approximate sale date of 09/05/2025 and an aggregate market value of $7,666,000 for the shares to be sold. The filer acquired these shares on 03/22/2012 as equity compensation from the issuer and indicates payment was in cash and equity compensation at acquisition. The company’s total shares outstanding are shown as 55,145,462, and no securities were reported sold by the filer in the past three months. The notice includes the standard representation that the filer is not aware of any undisclosed material adverse information about the issuer.

Insights

Securities Analyst

TL;DR Routine insider sale notice: 50,000 shares offered, acquired via equity compensation in 2012, brokered by J.P. Morgan.

This Form 144 is a procedural disclosure indicating an insider proposes to sell 50,000 common shares of Five Below through J.P. Morgan Securities LLC with an approximate sale date of 09/05/2025 and an aggregate market value listed at $7,666,000. The shares were originally acquired as equity compensation on 03/22/2012. The filing reports no sales in the past three months and includes the required certification about lack of undisclosed material information. For most investors this is a routine compliance filing; the sale size represents a small fraction of the 55,145,462 shares outstanding, suggesting limited direct market impact based on the data provided.

Corporate Governance Expert

TL;DR Compliance-focused disclosure of an insider sale; no indication of material governance or disclosure concerns in the form.

The notice documents the proposed disposition of common stock originally granted as equity compensation in 2012 and confirms use of a registered broker. The form contains the standard signer representation that no material nonpublic information is held. Absent additional context—such as concurrent executive departures, large aggregated sales, or unexplained timing—this filing reads as typical insider liquidity and compliance with Rule 144 notice requirements rather than a governance red flag.

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	J.P. Morgan Securities LLC 390 Madison Avenue 6th Floor New York NY 10017	50000	7666000	55145462	09/05/2025	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	03/22/2012	Equity Compensation	Issuer			50000	03/22/2012	Cash and Equity 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

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 form reports a proposed sale of 50,000 common shares of Five Below through J.P. Morgan Securities LLC with an approximate sale date of 09/05/2025 and aggregate market value of $7,666,000.

When and how were the shares being sold acquired?

The 50,000 shares were acquired on 03/22/2012 as equity compensation from the issuer; payment noted as cash and equity compensation at acquisition.

How many Five Below shares are outstanding according to the filing?

The filing lists 55,145,462 shares outstanding for the issuer.

Did the filer report any securities sold in the past three months?

No. The filing states 'Nothing to Report' for securities sold during the past three months.

Which broker is handling the proposed sale?

J.P. Morgan Securities LLC (address: 390 Madison Avenue, 6th Floor, New York, NY 10017) is named as the broker.