Five Below officer sells 1,500 shares under 10b5-1 plan

Rhea-AI Filing Summary

George Hill, Chief Retail Officer of Five Below, Inc. (FIVE), reported the sale of 1,500 shares of the company's common stock on 08/28/2025 at a reported price of $150.23 per share. After this transaction, Mr. Hill beneficially owned 39,817 shares, held directly. The filing states the sale was executed under a Rule 10b5-1 trading plan adopted on January 14, 2025. The Form 4 was submitted by a single reporting person and was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating the sale was pre-planned and compliant with insider trading procedures

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider sale of 1,500 shares under a 10b5-1 plan appears routine and likely immaterial to Five Below's valuation.

The reported transaction is a non-derivative sale by a named officer executed under a pre-established Rule 10b5-1 plan, which typically indicates a pre-planned disposition rather than opportunistic selling. The size—1,500 shares—leaves the officer with 39,817 shares outstanding, suggesting the sale is modest relative to total reported holdings. For investors, such filings are useful for tracking insider liquidity but, by itself, this single small sale does not provide evidence of material change in company outlook or governance.

Corporate Governance Expert

TL;DR: The use of a Rule 10b5-1 plan aligns with accepted governance practices for scheduled insider trades.

The disclosure notes the trade was effected pursuant to a 10b5-1 plan adopted earlier in the year, which helps provide an affirmative defense under insider trading rules. The filing indicates direct ownership and a standard reporting process. No information in the form suggests any unusual timing, related-party transaction, or deviation from typical insider reporting protocols.

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).

X

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^*

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)
08/28/2025

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	08/28/2025		S(1)		1,500	D	$150.23	39,817	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. 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	09/02/2025
	** 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 Chief Retail Officer George Hill report?

He reported the sale of 1,500 shares of Five Below common stock on 08/28/2025 at $150.23 per share.

How many FIVE shares does George Hill own after the reported sale?

Following the transaction, he beneficially owned 39,817 shares held directly.

Was the FIVE insider sale part of a trading plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted on January 14, 2025.

Who filed the Form 4 for George Hill's transaction?

The Form 4 was filed by one reporting person and signed by an attorney-in-fact on behalf of George Hill.