Five Below (FIVE) executive amends Form 4, confirms 155-share award and 18,930-share stake

Rhea-AI Filing Summary

Poliner Graham reported acquisition or exercise transactions in this Form 4 filing.

FIVE BELOW, INC executive Graham Poliner corrected a previously reported stock award. The amended Form 4 shows a grant of 155 shares of common stock on March 19, 2026 under a compensation award, and confirms he beneficially owns 18,930 shares directly after this correction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Poliner Graham

Role CSBIAO

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

Holdings After Transaction: Common Stock — 18,930 shares (Direct, null)

Footnotes (1)

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Key Figures

Share grant: 155 shares Shares owned after transaction: 18,930 shares Previously reported shares: 79 shares +1 more

4 metrics

Share grant 155 shares Common stock award on March 19, 2026

Shares owned after transaction 18,930 shares Beneficially owned directly following all reported transactions

Previously reported shares 79 shares Portion of original 234-share figure already reported earlier

Transaction price $0.0000 per share Indicates compensation-related grant, not market purchase

Key Terms

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

4 terms

Form 4 regulatory

"the reporting person filed a Form 4 (the "Initial Form 4") that erroneously reported a grant"

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"

beneficially owned financial

"to report the 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.

amendment regulatory

"This amendment is being filed to report the correct number of (i) shares awarded"

Form 4 Insider Transactions: What Each Field Means →

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^*

Poliner Graham

(Last) (First) (Middle)

C/O FIVE BELOW, INC.

701 MARKET STREET, SUITE 300

(Street)

PHILADELPHIA PENNSYLVANIA 19106

(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)
	CSBIAO

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	18,930(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, as Attorney-In-Fact for Graham Poliner	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)

FAQ

What insider transaction did FIVE (Five Below, Inc.) report in this amended Form 4?

The amended Form 4 reports that executive Graham Poliner received a grant of 155 shares of FIVE common stock on March 19, 2026. This was a compensation-related award at no purchase price, recorded as a non-derivative acquisition of common shares.

Why did Graham Poliner file an amended Form 4 for FIVE stock?

Poliner filed the amendment because his prior Form 4 incorrectly reported a 234-share grant on March 19, 2026. The footnote explains that 79 of those shares had already been reported, so this amendment corrects the actual award and updated beneficial ownership totals.

How many FIVE BELOW, INC shares does Graham Poliner now beneficially own?

After correcting the grant, Poliner is shown as beneficially owning 18,930 shares of FIVE common stock directly. This total reflects all transactions reported in the original Form 4 and the adjustment made in this amended filing for the March 19, 2026 award.

What was the size and nature of the FIVE stock award to Graham Poliner?

The filing shows Poliner received 155 shares of common stock as a grant or award under Rule 16b-3(d). The transaction price per share is listed as $0.0000, indicating it was a compensation-related equity award rather than an open-market stock purchase.

Did the amended FIVE Form 4 involve any insider stock sales?

The amended Form 4 only reports a share grant to Poliner and no sales. The transaction code is “A” for a grant, and the summary data show one acquisition transaction and zero sales, exercises, gifts, tax withholdings, or restructuring-related dispositions.