Five Below director sells 4,250 shares Sept. 4

Rhea-AI Filing Summary

FIVE BELOW, INC (FIVE) director Michael F. Devine III reported selling a total of 4,250 shares of common stock on September 4, 2026 in open-market or private transactions, including 3,400 shares at $250.44 per share and 850 shares at a weighted average price of $251.28 within a range of $251.18 to $251.46. No Rule 10b5-1 trading plan is reported for these transactions.

Insider Trade Summary

Net Seller: 4,250 shares

Net Sell 2 txns

Insider DEVINE MICHAEL F III

Role Director

Sold 4,250 shs ($1.07M)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,400	$250.44	$851K
Sale	Common Stock F1	850	$251.28	$214K

Holdings After Transaction: Common Stock — 12,953 shares (Direct)

Footnotes (1)

1. F1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.18 to $251.46, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnote of this Form 4.

Key Figures

Shares sold in first transaction: 3,400 shares Shares sold in second transaction: 850 shares Total shares sold: 4,250 shares +2 more

5 metrics

Shares sold in first transaction 3,400 shares Common stock sold on September 4, 2026 at $250.44 per share

Shares sold in second transaction 850 shares Common stock sold on September 4, 2026 at weighted average $251.28 per share

Total shares sold 4,250 shares Net shares sold by director on September 4, 2026

Sale price per share (first trade) $250.44 per share Price for 3,400 shares of common stock sold September 4, 2026

Weighted average sale price (second trade) $251.28 per share Weighted average for 850 shares, range $251.18–$251.46, sold September 4, 2026

Key Terms

weighted average price, open market or private transaction, Rule 10b5-1

3 terms

weighted average price financial

"The price reported ... is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

open market or private transaction financial

"Sale in open market or private transaction"

Rule 10b5-1 regulatory

"Rule 10b5-1 checkbox is not marked in this Form 4"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

What did FIVE (Five Below, Inc) disclose in this Form 4 filing?

The filing reports that director Michael F. Devine III sold a total of 4,250 shares of Five Below common stock on September 4, 2026 in open-market or private transactions.

How many FIVE shares did Michael F. Devine III sell and on what date?

Michael F. Devine III sold 4,250 shares of FIVE common stock on September 4, 2026, consisting of 3,400 shares in one transaction and 850 shares in another, both reported as open-market or private sales.

At what prices were the FIVE shares sold in this Form 4?

One sale covered 3,400 shares at $250.44 per share. The other involved 850 shares at a weighted average price of $251.28, with individual sale prices ranging from $251.18 to $251.46 per share.

Was a Rule 10b5-1 trading plan used for these FIVE stock sales?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not marked, and the footnotes do not state that the September 4, 2026 sales of FIVE shares were made under a Rule 10b5-1 trading plan.

What is the role of the insider who sold FIVE shares in this filing?

The reporting person, Michael F. Devine III, is identified as a director of Five Below, Inc. He is not listed as an officer or ten percent owner in this Form 4.

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Available on EDGAR 09/09/2026 - 06:37 PM Accepted by SEC EDGAR 09/09/2026 - 06:37 PM Learn about SEC filing dates

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^*

DEVINE MICHAEL F III

(Last) (First) (Middle)

C/O FIVE BELOW, INC.

701 MARKET STREET, SUITE 300

(Street)

PHILADELPHIA PENNSYLVANIA 19106

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/04/2026		S		3,400	D	$250.44	13,803	D
Common Stock	09/04/2026		S		850	D	$251.28(1)	12,953	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 price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.18 to $251.46, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnote of this Form 4.

	/s/ Christos G. Yatrakis, Attorney-in-Fact for Michael F. Devine, III	09/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)