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Five Below, Inc. 8-K Filings

FIVE NASDAQ

Every 8-K that Five Below, Inc. (FIVE) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow FIVE and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FIVE filings page.

Rhea-AI Summary

FIVE BELOW, INC. (FIVE) reported very strong second quarter fiscal 2026 results, with net sales of $1.26 billion, up 22.9% from $1.03 billion, and comparable sales up 14.1%. Operating income rose to $275.4 million from $52.4 million and net income increased to $221.4 million from $42.8 million.

GAAP diluted EPS for the quarter was $3.99, while adjusted diluted EPS, which excludes items such as IEEPA tariff refunds and retention awards, was $1.68 versus $0.81 a year earlier. Year to date, net sales grew 27.5% to $2.55 billion, with comparable sales up 18.3% and adjusted diluted EPS more than doubling to $3.91.

The company opened 52 net new stores in the quarter and ended with 2,022 stores, and repurchased about 311,000 shares for $60 million. The board approved a new $600 million share repurchase program with no fixed expiration. Five Below raised its full-year 2026 outlook, guiding net sales to $5.63–$5.71 billion and GAAP diluted EPS to $12.10–$12.58, up from prior ranges of $5.40–$5.48 billion and $8.62–$9.02.

Rhea-AI Summary

Five Below, Inc. reports a cybersecurity incident involving a single employee’s company-issued computer. On July 14, 2026, a threat actor used social engineering to gain unauthorized access and exfiltrated files from that device.

The company states it quickly activated its cybersecurity incident response plan, engaged third-party cybersecurity experts, and believes the incident was contained to that computer, with no access to personally identifiable information or other systems, platforms, data, or environments. Based on current information, it does not believe the incident has had, or is reasonably likely to have, a material impact on its business strategy, operations, financial condition, or results of operations.

Rhea-AI Summary

Five Below, Inc. reported the results of its 2026 Annual Meeting of Shareholders. A total of 55,294,929 common shares were entitled to vote as of April 17, 2026, and 45,043,683 shares were represented in person or by proxy, indicating strong participation.

Shareholders cast significantly more votes "for" than "against" each of the nine director nominees. They also largely supported ratifying KPMG LLP as independent registered public accounting firm, approved on an advisory basis the named executive officer compensation, and gave substantial support to a shareholder proposal requesting a simple majority vote standard.

Rhea-AI Summary

Five Below reported very strong results for the first quarter of fiscal 2026, with net sales rising 32.5% to $1.29 billion and comparable sales up 22.7%.

Operating income nearly tripled to $154.2 million, while net income climbed to $123.1 million. Diluted EPS increased to $2.21, and adjusted diluted EPS was $2.22. The company opened 49 net new stores, ending the quarter with 1,970 locations in 46 states.

For fiscal 2026, Five Below now expects net sales of $5.40 billion to $5.48 billion and diluted EPS of $8.62 to $9.02, reflecting an increased full-year outlook supported by higher expected comparable sales and continued store growth.

Rhea-AI Summary

Five Below, Inc. reported strong growth for the fourth quarter and fiscal 2025, with Q4 net sales up 24.3% to $1.73 billion and comparable sales up 15.4%. Net income for the quarter rose to $238.2 million, and diluted EPS increased to $4.28, with adjusted diluted EPS of $4.31.

For fiscal 2025, net sales grew 22.9% to $4.76 billion and comparable sales rose 12.8%. Net income reached $358.6 million, with diluted EPS of $6.47 and adjusted diluted EPS of $6.67. The company ended the year with 1,921 stores in 46 states and generated $586.4 million in operating cash flow, finishing with $723.7 million in cash and cash equivalents.

Looking to fiscal 2026, Five Below expects net sales of $1.18 billion to $1.20 billion in Q1 and $5.20 billion to $5.30 billion for the full year, based on opening about 45 net new stores in Q1 and 150 for the year. It projects full-year diluted EPS between $7.69 and $8.20 and gross capital expenditures of $230 million to $250 million.

Rhea-AI 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.

Rhea-AI Summary

Five Below, Inc. furnished an update on its expected performance for the fourth quarter and full fiscal year 2025. The company issued a press release providing a net sales and earnings outlook based on quarter-to-date results through January 3, 2026. The press release, dated January 12, 2026, was furnished as an exhibit under a current report, meaning it is provided for informational purposes rather than as part of the company’s formal financial statements.

Rhea-AI Summary

Five Below, Inc. disclosed employment terms for Daniel Sullivan in an 8-K and related press release. His package includes a $500,000 one-time signing bonus (repayable if he resigns or is terminated for cause within 12 months), participation in the Short-Term Incentive Plan beginning in fiscal 2025 with a 50% target of annualized base salary the first eligible year and 100% thereafter, and an initial equity grant sized at $2,000,000 divided by the company's closing stock price on his appointment date that vests in three equal annual installments. He will receive $1,800,000 of 2026 equity awards (60% performance RSUs, 40% time-based RSUs), relocation assistance (repayable if he leaves or is terminated for cause within 24 months), and eligibility for the Executive Severance Plan providing a 12-month salary lump sum and up to 12 months of COBRA premium reimbursement. The agreement includes non-competition and non-solicitation covenants and is documented in a letter dated August 25, 2025, with a press release dated October 1, 2025.

Rhea-AI Summary

Five Below, Inc. furnished an 8-K to share that it has issued a press release with its sales and earnings results for the second quarter and year-to-date period ended August 2, 2025. The company notes that the press release, attached as Exhibit 99.1, provides details on its financial performance for this period. Five Below also scheduled a conference call for 4:30 p.m. Eastern Time on August 27, 2025 to discuss these results with analysts and investors.