Five Below CHRO granted 155 shares in amendment

Gellerman Maureen Marie reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Gellerman Maureen Marie reported acquisition or exercise transactions in this Form 4 filing.

FIVE BELOW, INC chief human resources officer Maureen Marie Gellerman received a grant of 155 shares of common stock on March 19, 2026 at no cost, bringing her direct holdings to 12,511 shares.

This Form 4 amendment corrects an earlier filing that had overstated the grant as 234 shares because 79 shares had already been reported previously.

Insider Trade Summary

Grant/Award: 155 shares

Grant/Award 1 txn

Insider Gellerman Maureen Marie

Role CHRO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	155	$0.00	$0.00

Holdings After Transaction: Common Stock — 12,511 shares (Direct)

Footnotes (1)

1. F1. On March 23, 2026, the reporting person filed a Form 4 (the "Initial Form 4") that erroneously reported a grant of 234 shares pursuant to Rule 16b-3(d) on March 19, 2026. In fact, 79 of those shares had been previously reported. This amendment is being filed to report the correct number of (i) shares awarded to the reporting person on March 19, 2026 and (ii) shares beneficially owned by the reporting person following all transactions reported in the Initial Form 4.

Key Figures

Equity award: 155 shares Holdings after transaction: 12,511 shares Incorrect original grant: 234 shares +2 more

5 metrics

Equity award 155 shares Common stock granted on March 19, 2026

Holdings after transaction 12,511 shares Directly beneficially owned following the March 19, 2026 award

Incorrect original grant 234 shares Amount erroneously reported on Initial Form 4 referenced in footnote

Previously reported shares 79 shares Portion of 234-share total that had been previously reported

Grant price $0.0000 per share Price for 155-share common stock award

Key Terms

Form 4, Rule 16b-3(d), beneficially owned

3 terms

Form 4 regulatory

"On March 23, 2026, the reporting person filed a Form 4 (the "Initial Form 4")"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Rule 16b-3(d) regulatory

"erroneously reported a grant of 234 shares pursuant to Rule 16b-3(d) on March 19, 2026"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

beneficially owned financial

"correct number of (i) shares awarded ... and (ii) shares beneficially owned by the reporting person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

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

What insider transaction did FIVE (FIVE BELOW, INC) report in this Form 4/A?

FIVE BELOW, INC reported that CHRO Maureen Marie Gellerman received a grant of 155 shares of common stock on March 19, 2026. The shares were awarded at no cost as part of her equity compensation.

Why did FIVE (FIVE BELOW, INC) file an amended Form 4/A for Maureen Gellerman?

The company filed an amended Form 4/A because an earlier Form 4 incorrectly reported a 234-share grant. In fact, 79 of those shares had been previously reported, so this amendment updates the awarded and beneficially owned share counts.

How many FIVE BELOW, INC shares does Maureen Gellerman own after this transaction?

After the March 19, 2026 award, Maureen Marie Gellerman directly beneficially owns 12,511 shares of FIVE BELOW, INC common stock. This total reflects all transactions reported in the original and amended Form 4 filings.

What was the price per share for Maureen Gellerman’s 155-share award at FIVE?

The 155-share award to Maureen Marie Gellerman was granted at a price per share of $0.0000. This indicates the shares were issued as equity compensation rather than purchased in an open‑market transaction.

What rule governed the original equity grant reported for FIVE’s CHRO?

The original equity grant reported for the CHRO was described as made pursuant to Rule 16b-3(d). This rule generally covers board-approved transactions for insiders, and the amendment corrects the number of shares associated with that grant.

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

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Accepted by SEC EDGAR 04/22/2026 - 04:14 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gellerman Maureen Marie

(Last) (First) (Middle)

C/O FIVE BELOW, INC.

701 MARKET STREET, SUITE 300

(Street)

PHILADELPHIA PENNSYLVANIA 19103

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/23/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/19/2026		A		155	A	$0	12,511(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On March 23, 2026, the reporting person filed a Form 4 (the "Initial Form 4") that erroneously reported a grant of 234 shares pursuant to Rule 16b-3(d) on March 19, 2026. In fact, 79 of those shares had been previously reported. This amendment is being filed to report the correct number of (i) shares awarded to the reporting person on March 19, 2026 and (ii) shares beneficially owned by the reporting person following all transactions reported in the Initial Form 4.

	/s/ Kristen D. Han, Attorney-in-Fact for Maureen Gellerman	04/22/2026
	** 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 4 (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.
* Form 4: SEC 1474 (03-26)