Five Below (FIVE) CAO awarded shares, ends with 45,533 owned

Rhea-AI Filing Summary

Five Below, Inc. Chief Accounting Officer Eric M. Specter reported compensation-related stock activity. On March 19, 2026, he received two grants of common stock totaling 2,588 shares, both at no cost, and had 486 shares withheld at $235.17 per share to cover tax obligations. After these transactions, he directly owns 45,533 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

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^*

SPECTER ERIC M

(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)
	CAO

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)

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		1,530	A	$0	44,961	D
Common Stock	03/19/2026		A		1,058	A	$0	46,019	D
Common Stock	03/19/2026		F		486	D	$235.17	45,533	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:

	/s/ Kenneth R. Bull, Attorney-In-Fact for Eric M. Specter	03/23/2026
	** 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 transactions did Five Below (FIVE) CAO Eric Specter report?

Eric M. Specter reported compensation-related stock activity in Five Below common stock. He received two grants totaling 2,588 shares and had 486 shares withheld at $235.17 per share to satisfy tax obligations tied to these equity awards.

How many Five Below (FIVE) shares was the CAO granted on March 19, 2026?

On March 19, 2026, the CAO received two separate common stock grants: one for 1,530 shares and another for 1,058 shares. Both awards were recorded at a price of $0.00 per share, indicating they were compensation-based grants, not open-market purchases.

Why were 486 Five Below (FIVE) shares disposed of in this Form 4 filing?

The 486 shares were disposed of to cover tax obligations related to equity compensation. They are coded as a tax-withholding disposition (transaction code F) at $235.17 per share, meaning the shares were delivered to satisfy taxes, not sold in an open-market transaction.

What is Eric Specter’s Five Below (FIVE) share ownership after these transactions?

Following the reported grants and tax withholding, Eric M. Specter directly owns 45,533 shares of Five Below common stock. This figure reflects his post-transaction position and consolidates the effect of both the stock awards and the 486-share tax-withholding disposition.

Were the Five Below (FIVE) insider transactions open-market buys or sales?

No, the transactions were not open-market trades. The Form 4 shows two compensation-related stock grants at $0.00 per share and one tax-withholding disposition at $235.17 per share, rather than discretionary purchases or sales in the open market.

What do the Form 4 transaction codes A and F mean for Five Below (FIVE)?

Code A indicates a grant, award, or other acquisition of shares, typically for compensation. Code F indicates shares delivered for payment of exercise price or tax liability. Here, A covers the new stock awards, while F covers the 486 shares withheld to pay taxes.