[Form 4] Five Below, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 21 July 2025, Chief Retail Officer George Hill filed a Form 4 reporting two transactions in Five Below (FIVE) common stock:

• 06/30/2025 – Code J: Acquired 42 shares at $118.06 through a Rule 16b-3(c) employee stock purchase plan.
• 07/17/2025 – Code S: Sold 1,500 shares at $140.00 under a pre-arranged Rule 10b5-1 trading plan.

After the transactions Hill directly owns 42,672 shares of FIVE. No derivative securities were reported.

Positive

• Compliance with Rule 10b5-1 and 16b-3(c) demonstrates adherence to insider-trading safeguards and transparent governance.

Negative

• Sale of 1,500 shares at $140 trims insider stake by ~3.4%, which some investors may view as mild profit-taking.

Insights

Equity Analyst

TL;DR: Small, pre-planned insider sale (~3.4% of holding) after modest purchase; signals limited directional insight, overall neutral.

The 1,500-share sale reduced Hill’s stake from 44,172 to 42,672 shares—a 3.4% trim. Because the sale was executed under a Rule 10b5-1 plan, it is considered pre-scheduled, lessening its informational value regarding management sentiment. The prior 42-share purchase was de minimis and conducted via a stock purchase plan, offering little incremental signal. The absence of derivative activity or larger volume suggests the filing is routine and unlikely to materially affect valuation or trading dynamics.

Corporate Governance Expert

TL;DR: Governance-compliant trades under Rule 10b5-1 and 16b-3(c); transparency high, no red flags.

Hill’s use of both an employee purchase plan and a 10b5-1 program aligns with best-practice governance, mitigating potential insider-trading concerns. The Form 4 was filed within the two-business-day window, and the limited volume relative to total ownership supports a neutral governance assessment.

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).

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)
07/17/2025

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	06/30/2025		J	V	42	A	$118.06(1)	44,172	D
Common Stock	07/17/2025		S(2)		1,500	D	$140	42,672	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).

2. This transaction was effected pursuant to a Rule 10b5-1 plan adopted on January 14, 2025.

	/s/ Ronald J. Masciantonio, as Attorney-In-Fact for George Hill	07/21/2025
	** 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

How many Five Below (FIVE) shares did George Hill sell on 07/17/2025?

He sold 1,500 common shares.

At what price were the FIVE shares sold?

The shares were sold at $140.00 per share.

How many shares does George Hill own after these transactions?

Hill now directly owns 42,672 FIVE shares.

Was the sale executed under a pre-arranged trading plan?

Yes. The Form 4 states the sale was made under a Rule 10b5-1 plan adopted on 01/14/2025.

Were any derivative securities involved in this Form 4 filing?

No. No derivative securities were reported.

Did the insider also purchase shares during the period?

Yes. Hill purchased 42 shares at $118.06 on 06/30/2025 via an employee stock purchase plan.