Five Below (FIVE) outlines cash severance and RSU vesting for George Hill

Rhea-AI Filing Summary

Five Below, Inc. disclosed that George S. Hill’s employment ended on February 3, 2026 and that the parties signed a Separation Agreement on February 8, 2026. The agreement confirms his eligibility for severance under the Executive Severance Plan, including a lump-sum cash payment of $700,000, equal to twelve months of base salary, plus $20,000 to help cover group healthcare continuation costs.

Mr. Hill will remain available for 90 days after his employment ended to advise senior management on transitioning his duties. For these transition services, he will receive his fiscal 2025 short-term incentive award based on actual company performance, additional cash payments of $22,048 for healthcare continuation coverage and $10,000 for outplacement services, and continued vesting of 3,269 restricted stock units scheduled to vest in March 2026. The agreement also includes customary non-disparagement, cooperation, and reaffirmed restrictive covenants.

FIVE BELOW, INC false 0001177609 0001177609 2026-02-03 2026-02-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2026

FIVE BELOW, INC.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania		001-35600		75-3000378
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

701 Market Street

Suite 300

Philadelphia, PA 19106

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (215) 546-7909

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		FIVE		The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

George S. Hill’s employment with the Company ceased on February 3, 2026. On February 8, 2026, the Company and Mr. Hill entered into a Separation Agreement and Release (the “Separation Agreement”) to confirm his entitlement to severance benefits under the Company’s Executive Severance Plan (the “Executive Severance Plan”), subject to his execution of a general release of claims against the Company and its affiliates. Pursuant to the Separation Agreement, those severance benefits consist of (1) a lump-sum cash payment of $700,000 (representing twelve months of his base salary) and (2) an additional cash payment of $20,000 to offset the cost of his group healthcare continuation coverage.

The Separation Agreement also provides that Mr. Hill will remain available for 90 days after his employment ceased to advise the Company’s senior management on matters relating to the transition of his duties. In consideration for these transition services, Mr. Hill will (1) receive a payout of his fiscal 2025 short-term incentive award based on the Company’s actual performance, (2) receive additional cash payments of $22,048 and $10,000, to further offset the cost of his group healthcare continuation coverage and his cost of obtaining outplacement services, respectively, and (3) continue to vest in 3,269 restricted stock units that are scheduled to vest in March 2026.

The Separation Agreement also includes customary cooperation and non-disparagement provisions, as well as a reaffirmation of any non-solicitation, non-competition, confidentiality and similar covenants previously agreed to by Mr. Hill.

The foregoing description of the Separation Agreement is not complete and is subject to, and qualified in its entirety by, the terms of the Separation Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1		Letter Agreement, dated February 8, 2026, by and between George Hill and Five Below, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 9, 2026				Five Below, Inc.
				By:		/s/ Daniel J. Sullivan
				Name:		Daniel J. Sullivan
				Title:		Chief Financial Officer and Treasurer

FAQ

What did Five Below (FIVE) announce about George S. Hill?

Five Below reported that George S. Hill’s employment ended on February 3, 2026, and that he entered into a Separation Agreement on February 8, 2026. The agreement confirms his severance under the Executive Severance Plan and outlines cash payments, benefits support, and continued equity vesting.

How much severance cash will George S. Hill receive from Five Below?

George S. Hill will receive a lump-sum cash payment of $700,000, representing twelve months of his base salary. He will also receive an additional $20,000 to offset group healthcare continuation coverage costs, plus separate payments for healthcare and outplacement tied to his transition services.

What transition services will George S. Hill provide to Five Below (FIVE)?

For 90 days after his employment ended, George S. Hill will be available to advise Five Below’s senior management on transitioning his duties. In return, he will receive his fiscal 2025 short-term incentive award based on actual performance, plus specified cash payments for healthcare and outplacement support.

What equity awards will continue to vest for George S. Hill at Five Below?

The Separation Agreement provides that 3,269 restricted stock units granted to George S. Hill will continue to vest. These restricted stock units are scheduled to vest in March 2026, conditioned on the terms of the agreement and his transition-related obligations to the company.

What additional benefits beyond salary severance does Five Below provide to George S. Hill?

Beyond the $700,000 salary-based severance, George S. Hill receives $20,000 toward healthcare continuation, $22,048 for further healthcare continuation costs, and $10,000 for outplacement services. He also remains eligible for his fiscal 2025 short-term incentive award based on actual company performance.

Does the Five Below–George S. Hill Separation Agreement include restrictive covenants?

Yes. The Separation Agreement includes customary cooperation and non-disparagement provisions and reaffirms any previously agreed non-solicitation, non-competition, confidentiality, and similar covenants. These provisions are intended to govern George S. Hill’s conduct following the end of his employment.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 24.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB