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

Rhea-AI Filing Summary

Five Below, Inc. (FIVE) – Form 4 insider transaction. On 1 Aug 2025, Chief Information Officer Amit Jhunjhunwala reported a Code “F” transaction, indicating shares were withheld by the company to cover tax obligations arising from equity compensation.

• Shares disposed: 1,439 common shares
• Implied value: ≈ $191,500 at $133.16 per share
• Remaining direct ownership: 24,451 shares

This routine tax-related disposition represents a small fraction of both the executive’s holdings and the company’s total share count and does not signal a strategic sale.

Insights

Equity Analyst

TL;DR—Minor, tax-related share withholding; neutral for valuation and sentiment.

The Code “F” classification denotes automatic share surrender to satisfy withholding taxes on vested equity. The 1,439 shares equal roughly 5.6% of the insider’s pre-transaction stake and are immaterial versus Five Below’s ~55 million shares outstanding. No open-market sale occurred, and post-trade ownership remains meaningful at 24,451 shares, maintaining alignment with shareholders. I view the filing as non-impactful to the investment thesis.

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^*

Masciantonio Ronald James

(Last) (First) (Middle)

C/O FIVE BELOW, INC.

701 MARKET STREET,

(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)
	EVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		F		663	D	$133.16	11,337	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:

	Ronald J. Masciantonio	08/05/2025
	** 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 the CIO dispose of?

The Form 4 shows 1,439 common shares were disposed of on 1 Aug 2025.

What was the price per share in the insider transaction for FIVE?

The shares were valued at $133.16 each, according to the filing.

Why was the transaction coded “F” in the Five Below Form 4?

Code “F” indicates shares were withheld solely to cover taxes on equity compensation, not an open-market sale.

How many Five Below shares does Amit Jhunjhunwala own after the transaction?

He directly owns 24,451 shares following the reported disposition.

Does this insider filing materially affect Five Below’s stock outlook?

Given the small size and tax-related nature, analysts deem the filing neutral with no material impact.