Director at Five Below (FIVE) awarded 976 shares of stock

Rhea-AI Filing Summary

Five Below director Karen R. Bowman reported an equity award of company stock. On the reported date, she received 976 shares of Five Below, Inc. common stock as a grant at $0.00 per share, classified as a grant, award, or other acquisition. After this award, her directly held position in the company increased to 4,157 common shares. This is a compensation-related issuance rather than an open-market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Bowman Karen R

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	976	$0.00	--

Holdings After Transaction: Common Stock — 4,157 shares (Direct, null)

Footnotes (1)

Key Figures

Shares granted: 976 shares Grant price per share: $0.00 per share Shares owned after grant: 4,157 shares

3 metrics

Shares granted 976 shares Common Stock grant to director Karen R. Bowman

Grant price per share $0.00 per share Equity award, not an open-market purchase

Shares owned after grant 4,157 shares Direct holdings of Karen R. Bowman following transaction

Key Terms

Grant, award, or other acquisition, Common Stock, Form 4

3 terms

Grant, award, or other acquisition financial

"Transaction code description is “Grant, award, or other acquisition” for the 976 shares"

Common Stock financial

"Security title for the reported transaction is listed as Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 regulatory

"Insider transaction is disclosed on a Form 4 insider reporting statement"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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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^*

Bowman Karen R

(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)
06/16/2026

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	06/16/2026		A		976	A	$0.00	4,157	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/ Kristen D. Han, as Attorney-in-Fact for Karen R. Bowman	06/18/2026
	** 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 transaction did Five Below (FIVE) director Karen Bowman report?

Karen R. Bowman reported receiving an award of 976 shares of Five Below common stock. The transaction was coded as a grant or award, with no purchase price, reflecting a stock-based compensation event rather than an open-market trade.

How many Five Below (FIVE) shares does Karen Bowman hold after this Form 4?

After the reported grant, Karen R. Bowman directly holds 4,157 shares of Five Below common stock. This total includes the newly awarded 976 shares, as disclosed in the filing’s post-transaction ownership line for her direct holdings.

Was Karen Bowman’s Five Below (FIVE) stock transaction a purchase or sale?

The transaction was neither a market purchase nor a sale. It was coded as a grant, award, or other acquisition, meaning Bowman received 976 shares of common stock as an equity award at $0.00 per share.

What price was used for Karen Bowman’s Five Below (FIVE) stock grant?

The 976-share award to Karen R. Bowman was recorded at $0.00 per share. This zero price confirms it was a compensatory stock grant rather than a transaction executed at prevailing market prices on an exchange.

Does the Form 4 for Five Below (FIVE) show any stock sales by Karen Bowman?

The Form 4 does not show any stock sales by Karen R. Bowman. It only reports one acquisition transaction: a grant of 976 shares of common stock, increasing her directly owned holdings to 4,157 shares after the award.