Five Below (FIVE) Chief Retail Officer discloses stock trades in Form 4

Rhea-AI Filing Summary

Five Below, Inc. insider activity: Chief Retail Officer George Hill reported two transactions in company common stock. On December 31, 2025, he acquired 30 shares at $169.52 per share through a stock purchase plan exempt under Rule 16b-3(c). On January 23, 2026, he disposed of 1,361 shares at $190.37 per share. After these transactions, Hill directly beneficially owned 31,582 shares of Five Below common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hill George

Role Chief Retail Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,361	$190.37	$259K
Other	Common Stock	30	$169.52	$5K

Holdings After Transaction: Common Stock — 31,582 shares (Direct)

Footnotes (1)

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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^*

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)
01/23/2026

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	12/31/2025		J	V	30	A	$169.52(1)	32,943	D
Common Stock	01/23/2026		F		1,361	D	$190.37	31,582	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. Purchase under a Stock Purchase Plan exempt under Rule 16b-3(c).

	/s/ Kenneth R. Bull, as Attorney-In-Fact for George Hill	01/27/2026
	** 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 transactions did FIVE Chief Retail Officer George Hill report?

George Hill reported two transactions in Five Below common stock. He acquired 30 shares at $169.52 on December 31, 2025, under a stock purchase plan, and disposed of 1,361 shares at $190.37 on January 23, 2026, both held directly.

How many FIVE shares does George Hill own after the reported Form 4 trades?

Following the reported transactions, George Hill beneficially owns 31,582 shares of Five Below common stock directly. This figure reflects his holdings after acquiring 30 shares on December 31, 2025, and disposing of 1,361 shares on January 23, 2026.

What was the nature of George Hill’s December 31, 2025 FIVE stock purchase?

The December 31, 2025 purchase of 30 Five Below shares at $169.52 was made under a Stock Purchase Plan exempt under Rule 16b-3(c). This indicates the transaction qualified for a specific regulatory exemption available for certain insider stock plans.

What does transaction code F mean in George Hill’s January 23, 2026 FIVE transaction?

On January 23, 2026, George Hill reported a transaction coded F, disposing of 1,361 shares of Five Below common stock at $190.37 per share. Code F denotes a specific type of insider transaction under Section 16 reporting rules.

Are George Hill’s reported FIVE share holdings direct or indirect?

The filing shows George Hill’s Five Below holdings as direct, indicated by the ownership code “D.” The Form 4 does not list any indirect ownership entities, and the beneficially owned total after transactions is 31,582 directly held shares.

What role does George Hill hold at Five Below in this Form 4 filing?

George Hill is identified as an officer of Five Below, serving as Chief Retail Officer. He is not listed as a director or 10% owner in the filing, which frames the context for his reported transactions in company common stock.