Five Below (NASDAQ: FIVE) CAO uses 288 shares to cover tax obligations

Rhea-AI Filing Summary

FIVE BELOW, INC chief accounting officer Eric M. Specter reported routine share dispositions to cover tax obligations related to equity compensation. On March 7 and 8, he delivered a total of 288 shares of common stock at $215.28 per share as tax-withholding transactions coded "F." These are payments of tax liability by delivering shares, not open‑market sales. After these transactions, Specter directly held 43,431 shares of Five Below common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider SPECTER ERIC M

Role CAO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	129	$215.28	$28K
Tax Withholding	Common Stock	159	$215.28	$34K

Holdings After Transaction: Common Stock — 43,431 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

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)
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		159	D	$215.28	43,560	D
Common Stock	03/08/2026		F		129	D	$215.28	43,431	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, Attorney-In-Fact for Eric M. Specter	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 insider transactions did FIVE (Five Below) report for Eric M. Specter?

Eric M. Specter reported two Form 4 transactions involving Five Below common stock. Both were coded "F," meaning shares were delivered to satisfy tax obligations related to equity compensation rather than open-market buying or selling.

How many FIVE BELOW (FIVE) shares were used for Eric Specter’s tax withholding?

Eric Specter delivered a total of 288 shares of Five Below common stock for tax withholding. The transactions were for 159 shares on March 7 and 129 shares on March 8, both at a reported value of $215.28 per share.

Did Eric Specter sell FIVE (Five Below) shares on the open market?

The Form 4 shows no open-market sales. Both transactions are coded "F" for tax-withholding dispositions, meaning shares were delivered to cover tax liabilities rather than sold through market transactions. The filing also flags no transactions as buys or sells.

How many FIVE BELOW, INC shares does Eric Specter hold after these transactions?

After the reported tax-withholding dispositions, Eric Specter directly holds 43,431 shares of Five Below common stock. This figure comes from the post-transaction ownership line on the March 8 entry and reflects his remaining direct position.

What does transaction code "F" mean in Eric Specter’s FIVE Form 4?

Code "F" on the Form 4 indicates a tax-withholding disposition. It is described as payment of an exercise price or tax liability by delivering securities, so it reflects a mechanical tax event on equity compensation rather than a discretionary trade in the open market.

Were there any derivative option exercises reported for FIVE by Eric Specter?

The insider data show no derivative exercises. The derivative summary is empty, and the transaction summary lists zero exercise transactions and shares, indicating these filings only relate to tax-withholding dispositions of already-held common stock.