FIVE Form 4: Ronald Sargent reports 3,300-share disposition and ownership totals

Rhea-AI Filing Summary

Five Below (FIVE) director Ronald Sargent reported a sale of shares and disclosed total holdings. The Form 4 shows a transaction on 09/04/2025 where 3,300 shares of common stock were disposed (Transaction Code G) at a $0.00 price, leaving 5,633 shares held directly and 93,619 shares held indirectly via Sargent Family Investment LLC. The form is signed by an attorney-in-fact on 09/08/2025.

Positive

• Disclosure of insider transaction and ownership totals provides transparency for investors
• Both direct and indirect holdings are clearly reported, showing continued significant indirect ownership via Sargent Family Investment LLC

Negative

• Director disposed of 3,300 shares, which is information investors may view as negative depending on context
• Transaction recorded with Price $0.00, but the filing provides no further explanation of the transfer's nature

Insights

Corporate Governance Expert

TL;DR: Director reported a small sale and full disclosure of direct and indirect holdings.

The filing documents an insider transaction by a director that discloses both direct and indirect beneficial ownership. Reporting the disposal and the remaining balances supports transparency around insider holdings. The use of Transaction Code G is stated but not explained in the filing; no additional context on purpose or pattern of sales is provided.

Securities Analyst

TL;DR: Routine Form 4 reporting showing a modest disposition with substantial indirect family holdings remaining.

The report lists a 3,300-share disposition on 09/04/2025 and indicates the reporting person continues to beneficially own a meaningful stake indirectly (93,619 shares). This is a routine disclosure of insider activity; the filing does not include derivative transactions or valuation details beyond a $0.00 price for the reported disposition.

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

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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^*

SARGENT RONALD

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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	09/04/2025		G		3,300	D	$0.00	5,633	D
Common Stock								93,619	I	By: Sargent Family Investment LLC

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/ Ronald J. Masciantonio, as Attorney-In-Fact for Ronald L. Sargent	09/08/2025
	** 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 did Ronald Sargent report on the Form 4 for FIVE?

He reported a disposition of 3,300 shares on 09/04/2025 and disclosed 5,633 shares held directly plus 93,619 shares held indirectly via Sargent Family Investment LLC.

What is the transaction code and price shown on the Form 4?

The transaction is listed with Transaction Code G and a price of $0.00 for the disposed shares.

Does the Form 4 show any derivative transactions for FIVE?

No. Table II (derivative securities) contains no reported transactions or holdings.

When was the Form 4 signed and by whom?

The form was signed on 09/08/2025 by s/ Ronald J. Masciantonio as Attorney-In-Fact for Ronald L. Sargent.

How is Ronald Sargent related to Five Below in the filing?

The filing identifies him as a Director of Five Below, Inc.