[Form 4] FIVE BELOW, INC Insider Trading Activity

Rhea-AI Filing Summary

FIVE BELOW insider Ronald J. Masciantonio, EVP and General Counsel, reported an acquisition of 158 shares of common stock on 09/16/2025 at a reported price of $0, bringing his beneficial ownership to 10,016 shares. The Form 4 is a routine Section 16 disclosure showing a small non-derivative grant or transfer to an officer rather than a market purchase.

Insights

Corporate Governance Expert

TL;DR: Officer reported a small, likely compensatory issuance increasing ownership to 10,016 shares; immaterial for control.

The filing documents a non-derivative acquisition of 158 common shares by the company's EVP and General Counsel at a reported price of $0, which typically indicates a grant, award, or administrative transfer rather than an open-market purchase. The resulting stake of 10,016 shares remains modest and does not suggest any change in governance influence or control. Disclosure complies with Section 16 reporting requirements.

Securities Analyst

TL;DR: Small insider acquisition recorded; transaction size and zero price imply limited market or valuation impact.

The Form 4 shows a 158-share acquisition for $0, increasing reported beneficial ownership to 10,016 shares. Given the absolute size and the zero price, this is unlikely to be market-moving or signal a change in insider sentiment about the company's valuation. It is a routine insider filing reflecting compensation or administrative issuance.

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

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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).

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)
09/16/2025

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	09/16/2025		A		158	A	$0	10,016	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/ Ronald J. Masciantonio	09/18/2025
	** 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 transaction did FIVE (FIVE) insider Ronald J. Masciantonio report?

The insider reported acquiring 158 shares of common stock on 09/16/2025, increasing his holdings to 10,016 shares.

What price was reported for the shares in the Form 4 for FIVE?

The Form 4 reports a price of $0 for the 158-share acquisition.

What is Ronald J. Masciantonio's role at FIVE BELOW reported on the Form 4?

He is listed as EVP, General Counsel and the Form 4 was filed as an individual reporting person.

Does the Form 4 indicate derivative transactions for FIVE?

No. The filing lists only a non-derivative common stock acquisition of 158 shares and contains no derivative securities entries.

When was the Form 4 signed by the reporting person?

The signature block shows the form was signed on 09/18/2025 by Ronald J. Masciantonio.