[Form 4] FIVE BELOW, INC Insider Trading Activity

Rhea-AI Filing Summary

Eric M. Specter, Chief Accounting Officer of Five Below, Inc. (FIVE), reported an acquisition of 357 shares of the company's common stock on 09/16/2025. The reported transaction lists a price of $0 and, after the transaction, Mr. Specter is shown as beneficially owning 54,224 shares in a direct ownership form. The Form 4 was signed by an attorney-in-fact on 09/18/2025.

Positive

• Officer increased direct ownership by 357 shares, signaling continued personal investment in the company
• Post-transaction beneficial ownership is clearly reported as 54,224 shares, providing transparency

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider reported a small, direct purchase increasing ownership modestly; no governance red flags in this filing.

The Form 4 discloses an officer-level insider acquiring 357 shares, with ownership shown as direct and the post-transaction total at 54,224 shares. The filing is routine and reflects a minor change in insider holdings. There are no derivative transactions, amendments, or indication of related-party arrangements in the disclosed fields. Documentation is properly signed by an attorney-in-fact.

Securities Analyst

TL;DR: Transaction scale is immaterial to company valuation; it's a routine insider update rather than a market-moving event.

The purchase of 357 shares represents a small incremental stake relative to the total reported holdings. The reported price is listed as $0 in the form, which is noted but not explained within this filing. No option exercises or dispositions are reported. For investors, this filing documents compliance with Section 16 reporting requirements but does not indicate material change to ownership structure.

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).

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 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)
	CAO

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		357	A	$0	54,224	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, Attorney-In-Fact for Eric M. Specter	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 insider transaction did FIVE officer Eric M. Specter report?

Mr. Specter reported acquiring 357 shares of Five Below common stock on 09/16/2025 as disclosed on the Form 4.

What is Eric M. Specter’s total ownership after the reported transaction?

The Form 4 reports Mr. Specter beneficially owns 54,224 shares following the transaction.

What price was reported for the shares on the Form 4?

The transaction record in the Form 4 lists a price of $0 for the 357 shares; no explanation for the price is provided in this filing.

Was the Form 4 signed and filed properly?

Yes. The Form 4 includes a signature by an attorney-in-fact, Ronald J. Masciantonio, dated 09/18/2025.

Did the filing disclose any derivative transactions or dispositions?

No. The filing shows only a non-derivative acquisition of common stock and no derivative securities or dispositions.