Five Below (FIVE) COO uses 2,823 shares for tax withholding

Rhea-AI Filing Summary

FIVE BELOW, INC Chief Operating Officer Kenneth R. Bull reported two tax-related share dispositions under an equity award. On March 20 and 21, a total of 2,823 shares of common stock were delivered back to the company at $227.42 per share to cover tax obligations. These Form 4 transactions are coded "F," indicating tax-withholding dispositions rather than open-market sales. After these withholdings, Bull directly holds 89,708 shares of Five Below common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider BULL KENNETH R

Role COO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	812	$227.42	$185K
Tax Withholding	Common Stock	2,011	$227.42	$457K

Holdings After Transaction: Common Stock — 89,708 shares (Direct)

Footnotes (1)

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^*

BULL KENNETH R

(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)
	COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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	03/20/2026		F		2,011	D	$227.42	90,520	D
Common Stock	03/21/2026		F		812	D	$227.42	89,708	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	03/24/2026
	** 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 COO Kenneth R. Bull report on this Form 4?

Kenneth R. Bull reported two tax-withholding dispositions of Five Below common stock. These transactions satisfied tax obligations on equity awards by returning shares to the company, rather than representing open-market purchases or sales by the COO.

How many FIVE BELOW (FIVE) shares were disposed of for tax withholding?

A total of 2,823 shares of Five Below common stock were disposed of for tax withholding. The Form 4 shows 2,011 shares on March 20 and 812 shares on March 21, all coded "F" for tax-liability payment.

At what price were the FIVE BELOW (FIVE) tax-withholding shares valued?

The tax-withholding dispositions were valued at $227.42 per share. This price was used to determine how many Five Below shares needed to be delivered back to the company to satisfy the COO’s equity-related tax obligations.

Does this FIVE BELOW (FIVE) Form 4 show open-market buying or selling by the COO?

No, the Form 4 reports tax-withholding dispositions coded "F," not open-market trades. Shares were delivered to cover tax liabilities tied to equity awards, a common administrative transaction rather than a discretionary market buy or sell.

How many FIVE BELOW (FIVE) shares does Kenneth R. Bull hold after these transactions?

After the reported tax-withholding transactions, Kenneth R. Bull directly holds 89,708 shares of Five Below common stock. This figure reflects his remaining direct ownership following the 2,823 shares delivered to satisfy tax obligations.

What does an "F" code mean on a FIVE BELOW (FIVE) Form 4 transaction?

An "F" code on a Form 4 indicates payment of exercise price or tax liability by delivering securities. For Five Below, this means the COO used company shares to cover tax obligations on equity compensation instead of executing open-market sales.