Five Below (FIVE) Chief Retail Officer Adds 596 Shares to 40,413 Stake

Rhea-AI Filing Summary

George Hill, Chief Retail Officer of Five Below (FIVE), reported a non-derivative acquisition of 596 shares on 09/16/2025, increasing his direct holdings to 40,413 shares. The transaction record lists the price as $0. The Form 4 was submitted by an attorney-in-fact and signed on 09/18/2025. The filing discloses no derivative transactions.

Positive

• Disclosure compliance: Form 4 filed and signed, showing timely reporting of insider activity
• Increased insider stake: Acquisition raises George Hill's direct holdings to 40,413 shares

Negative

• Unclear consideration: Transaction price is reported as $0 with no explanation in this filing

Insights

Financial Analyst

TL;DR: Insider purchased a small number of shares, modestly increasing direct ownership to 40,413 shares.

The acquisition of 596 shares is immaterial relative to typical institutional stakes but is a clear disclosure of insider ownership change. The reported price of $0 is notable in the filing text and may reflect a non-cash award or an administrative reporting convention; the filing itself does not explain the price. No derivative positions were reported, and the transaction was filed promptly by an attorney-in-fact.

Corporate Governance Expert

TL;DR: Routine insider disclosure showing direct share increase; filing appears procedurally compliant.

The Form 4 identifies the reporting person, role, transaction date, amount acquired, and post-transaction holdings, meeting basic Section 16(a) disclosure elements. The signature by an attorney-in-fact is documented. The absence of explanatory text for the $0 price is a limited disclosure gap in the form but not uncommon; the filing contains required items for a non-derivative acquisition report.

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

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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).

1. Name and Address of Reporting Person^*

Hill George

(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 Retail Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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	09/16/2025		A		596	A	$0	40,413	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/ Ronald J. Masciantonio, as Attorney-In-Fact for George Hill	09/18/2025
	** 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 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 transaction did George Hill report for FIVE (FIVE)?

He reported a non-derivative acquisition of 596 shares on 09/16/2025, increasing direct holdings to 40,413 shares.

What price was disclosed for the shares in the Form 4?

The Form 4 lists the transaction price as $0; the filing contains no explanation for that amount.

What is George Hill's role at Five Below as stated on the filing?

The filing lists him as the company's Chief Retail Officer.

Were any derivative securities reported in this Form 4 for FIVE?

No. Table II shows no derivative securities were acquired, disposed of, or beneficially owned in this filing.

When was the Form 4 signed and by whom?

The filing was signed on 09/18/2025 by Ronald J. Masciantonio as attorney-in-fact for George Hill.