Five Below (FIVE) CIO logs 74-share tax withholding at $215.28 per share

Rhea-AI Filing Summary

Five Below, Inc. Chief Information Officer Amit Jhunjhunwala reported a tax-withholding disposition of 74 shares of common stock at $215.28 per share. This was a share withholding to cover tax obligations, and he now directly holds 23,031 shares of Five Below common stock.

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

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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^*

Jhunjhunwala Amit

(Last) (First) (Middle)

C/O FIVE BELOW, INC.

701 MARKET STREET, SUITE 300

(Street)

PHILADELPHIA PA 19106

(City) (State) (Zip)

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)
	Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2026

4. 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 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	03/08/2026		F		74	D	$215.28	23,031	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:

	Kristen D. Han, as Attorney-In-Fact for Amit Jhunjhunwala	03/10/2026
	** 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.

FAQ

What insider transaction did Five Below (FIVE) report for Amit Jhunjhunwala?

Five Below’s Chief Information Officer Amit Jhunjhunwala reported a disposition of 74 common shares. The transaction was a tax-withholding event, where shares were delivered to cover tax obligations rather than sold in the open market.

How many Five Below (FIVE) shares were withheld for taxes and at what price?

Amit Jhunjhunwala had 74 Five Below common shares withheld for taxes at $215.28 per share. This tax-withholding disposition reflects payment of tax liability by delivering shares instead of cash.

How many Five Below (FIVE) shares does Amit Jhunjhunwala hold after this Form 4?

After the reported tax-withholding transaction, Amit Jhunjhunwala directly holds 23,031 shares of Five Below common stock. This figure reflects his position immediately following the 74-share tax-withholding disposition reported in the filing.

Was the Five Below (FIVE) Form 4 transaction an open-market sale?

No, the Form 4 transaction was not an open-market sale. It was a tax-withholding disposition coded “F,” meaning shares were delivered to satisfy tax obligations rather than being sold on the market for investment purposes.

What does transaction code “F” mean in the Five Below (FIVE) Form 4?

Transaction code “F” indicates payment of an exercise price or tax liability by delivering securities. For Amit Jhunjhunwala, it identifies the 74-share disposition as a tax-withholding event, not a discretionary purchase or sale of Five Below stock.

Does the Five Below (FIVE) Form 4 show any option exercises or derivative transactions?

The data shows no derivative exercises or option-related transactions in this filing. It reports only a single non-derivative tax-withholding disposition of 74 common shares, with no remaining derivative positions listed in the derivative summary.