Five Below (NASDAQ: FIVE) director entity sells 20,000 company shares

Rhea-AI Filing Summary

FIVE BELOW, INC director Ronald Sargent reported open-market sales of company stock through an affiliated entity. On March 23 and March 24, Sargent Family Investment LLC sold 20,000 shares of Five Below common stock in total, at weighted average prices around $231 per share.

After these transactions, the LLC held 73,674 shares indirectly, while Sargent also held 5,633 shares directly. A footnote states that the beneficial ownership figures were adjusted to correct a clerical error, and that the reported prices reflect weighted averages across multiple trades within specified price ranges.

Insider Trade Summary

Net Seller: 20,000 shares ($4,630,291)

Net Sell 3 txns

Insider SARGENT RONALD

Role Director

Sold 20,000 shs ($4.63M)

Type	Security	Shares	Price	Value
Sale	Common Stock	10,000	$231.75	$2.32M
Sale	Common Stock	10,000	$231.2791	$2.31M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 73,674 shares (Indirect, By: Sargent Family Investment LLC); Common Stock — 5,633 shares (Direct)

Footnotes (1)

1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.00 to $231.7800, 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 range set forth in this footnote. The number of shares beneficially owned has been adjusted to correct a clerical error. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.50 to $232.00, 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 range set forth in this footnote.

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^*

SARGENT RONALD

(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)
03/23/2026

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	03/23/2026		S		10,000	D	$231.2791(1)	83,674(2)	I	By: Sargent Family Investment LLC
Common Stock	03/24/2026		S		10,000	D	$231.75(3)	73,674	I	By: Sargent Family Investment LLC
Common Stock								5,633	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 $231.00 to $231.7800, 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 range set forth in this footnote.

2. The number of shares beneficially owned has been adjusted to correct a clerical error.

3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.50 to $232.00, 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 range set forth in this footnote.

	s/ Kenneth R. Bull, as Attorney-In-Fact for Ronald L. Sargent	03/25/2026
	** 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)

FAQ

What insider transactions did FIVE director Ronald Sargent report in this Form 4 for FIVE?

Ronald Sargent reported two open-market sales of FIVE BELOW, INC common stock by Sargent Family Investment LLC, totaling 20,000 shares across March 23 and March 24, at weighted average prices slightly above $231 per share, according to the filing’s transaction details.

At what prices were the FIVE shares sold in the reported Sargent transactions?

The reported weighted average sale prices were $231.2791 per share on March 23 and $231.7500 per share on March 24. Footnotes explain that each sale comprised multiple trades within price ranges between about $231.00 and $232.00 per share.

How many FIVE shares does Ronald Sargent hold after these reported sales?

After the reported transactions, Sargent Family Investment LLC held 73,674 FIVE BELOW, INC shares indirectly, and Ronald Sargent held 5,633 shares directly. These post-transaction holdings are shown in the total shares following transaction fields for indirect and direct ownership records.

Were the FIVE stock sales made directly by Ronald Sargent or through an entity?

The sales were reported as indirect transactions by Sargent Family Investment LLC, an entity associated with Ronald Sargent. The filing lists the ownership as "By: Sargent Family Investment LLC," indicating the LLC, rather than Sargent individually, executed the 20,000-share open-market sales.

Did the Form 4 for FIVE mention any corrections to Ronald Sargent’s prior share count?

Yes. A footnote states that the number of shares beneficially owned has been adjusted to correct a clerical error. This indicates a prior reporting inaccuracy in share counts was fixed, without changing the described sale transactions themselves.