Five Below (FIVE) COO uses 556 shares to cover tax obligations

Rhea-AI Filing Summary

Five Below COO Kenneth R. Bull reported routine tax-related share dispositions tied to equity compensation. On March 7 and 8, a total of 556 shares of common stock were withheld at $215.28 per share to cover tax obligations. After these transactions, Bull directly owned 96,690 shares of Five Below common stock, so the withholding represents a small portion of his overall stake and does not reflect an open-market sale.

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 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)
	COO

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2026

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	03/07/2026		F		198	D	$215.28	97,048	D
Common Stock	03/08/2026		F		358	D	$215.28	96,690	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	03/10/2026
	** 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) COO Kenneth Bull report in this Form 4?

Kenneth Bull reported tax-related dispositions of Five Below common stock. A total of 556 shares were withheld by the company to satisfy tax obligations associated with equity compensation, rather than being sold on the open market.

How many Five Below (FIVE) shares were withheld for Kenneth Bull’s taxes?

A total of 556 Five Below common shares were withheld for taxes. This includes 198 shares on March 7 and 358 shares on March 8, at a reported value of $215.28 per share for tax-calculation purposes.

Were Kenneth Bull’s Five Below (FIVE) transactions open-market sales?

No, the transactions were coded as tax-withholding dispositions. The shares were delivered to cover tax liabilities related to equity awards, meaning they were not discretionary open-market sales initiated by the COO.

How many Five Below (FIVE) shares does Kenneth Bull hold after these transactions?

Following the March 8 tax-withholding event, Kenneth Bull directly held 96,690 Five Below common shares. This remaining stake shows the withheld 556 shares represent a relatively small fraction of his overall ownership position.

What transaction code was used in Kenneth Bull’s Five Below (FIVE) Form 4?

The Form 4 uses transaction code F for both entries. Code F indicates payment of an exercise price or tax liability by delivering securities, confirming these were tax-withholding dispositions rather than standard market purchases or sales.