Five Below (FIVE) director granted 112 shares as $22,500 stock retainer

Rhea-AI Filing Summary

Five Below director receives stock compensation in shares. Non-employee director Richard L. Markee was issued 112 shares of Five Below common stock on February 2, 2026. The shares were granted under the company’s Compensation Policy for Non-Employee Directors instead of a quarterly cash retainer of $22,500, before tax withholdings.

After this grant, Markee beneficially owns 16,233 shares of Five Below common stock, held directly in his name.

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^*

MARKEE RICHARD L

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		A		112	A	$197.8(1)	16,233	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. The shares were issued to the reporting person pursuant to the Five Below, Inc. Compensation Policy for Non-Employee Directors in lieu of a quarterly retainer payment of $22,500.00, less applicable tax withholdings.

	/s/ Kenneth R. Bull, as Attorney-In-Fact for Richard L. Markee	02/04/2026
	** 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 did Five Below (FIVE) director Richard L. Markee report in this Form 4?

Director Richard L. Markee reported receiving 112 shares of Five Below common stock. The shares were issued as part of his non-employee director compensation, replacing a quarterly cash retainer, and increased his directly held beneficial ownership to 16,233 shares.

How many Five Below (FIVE) shares did the director receive and at what value?

Richard L. Markee received 112 shares of Five Below common stock at a reported value of $197.80 per share. The grant corresponds to a $22,500 quarterly retainer, payable in stock under the company’s non-employee director compensation policy.

Was the Five Below (FIVE) director stock grant a purchase or a compensation award?

The transaction was a compensation award, not an open-market purchase. The 112 shares were issued under Five Below’s Compensation Policy for Non-Employee Directors in lieu of a $22,500 quarterly retainer, subject to applicable tax withholdings.

How many Five Below (FIVE) shares does Richard L. Markee now own?

Following the reported transaction, Richard L. Markee beneficially owns 16,233 shares of Five Below common stock. These shares are reported as held directly, reflecting his total direct ownership after the February 2, 2026 stock grant.

What is the purpose of paying Five Below (FIVE) director fees in stock instead of cash?

Five Below’s policy allows non-employee directors to receive quarterly retainers in stock. This structure compensates directors while aligning part of their pay with the company’s equity, using share grants instead of equivalent cash payments like the $22,500 retainer noted.

Does this Five Below (FIVE) Form 4 indicate any share sale by the director?

No share sale is reported. The Form 4 shows an acquisition transaction coded “A” for 112 shares of common stock, issued as director compensation. After this grant, Richard L. Markee’s directly held beneficial ownership increased to 16,233 shares.