FIVE Form 3: Daniel Sullivan Declares Zero Beneficial Ownership

Rhea-AI Filing Summary

Daniel Sullivan, listed as Chief Financial Officer and a director of Five Below, Inc. (FIVE), submitted an initial Section 16 Form 3 reporting that he does not beneficially own any securities of the issuer as of the event date 10/06/2025. The filing is an initial ownership disclosure filed under federal securities rules and shows no direct or indirect holdings or derivative positions for the reporting person.

Positive

• Transparency maintained: an initial Form 3 was filed, fulfilling disclosure obligations
• No insider holdings: reporting person declared zero beneficial ownership, removing near-term insider-sale concerns

Negative

• None.

Insights

Corporate Governance Analyst

Officer disclosure shows no personal holdings in the company.

As Chief Financial Officer and a director, the reporting person normally must disclose any direct or indirect ownership; the form explicitly states "No securities are beneficially owned." This clarifies that there are no stock holdings or option positions recorded under his name on the initial filing.

Key practical implications are limited: there is no immediate insider selling or buying signaled by this filing. Monitor future Section 16 filings for any purchases, grants, or option awards that would establish a disclosed ownership stake.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Sullivan Daniel

(Last) (First) (Middle)

C/O FIVE BELOW, INC.

701 MARKET STREET, SUITE 300

(Street)

PHILADELPHIA PA 19106

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/06/2025

3. Issuer Name and Ticker or Trading Symbol
FIVE BELOW, INC [ FIVE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

No securities are beneficially owned.

	/s/ Kristen D. Han, Attorney-in-Fact for Daniel Sullivan	10/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Daniel Sullivan report on his Form 3 for FIVE?

The Form 3 states no securities are beneficially owned by Daniel Sullivan.

What is Daniel Sullivan's role at FIVE as listed on the Form 3?

He is listed as Chief Financial Officer and a director of Five Below, Inc.

What date is listed as the event requiring the Form 3 filing?

The form lists the event date as 10/06/2025.

Does the Form 3 show any derivative or option holdings for FIVE (FIVE)?

No. The filing shows no direct or indirect securities and no derivative positions.

Was the Form 3 filed jointly with any other reporting person?

No. The document indicates the form was filed by one reporting person.