FIVE officer reports 488-share acquisition dated 10/06/2025

Rhea-AI Filing Summary

Insider purchase reported: An officer of Five Below, Inc. (FIVE), Michelle Israel (Chief Merchandising Officer), acquired 488 shares of company common stock on 10/06/2025. The reported transaction shows a $0 per-share price and leaves her with 488 shares beneficially owned following the transaction. The Form 4 was signed on 10/08/2025 by an attorney-in-fact. The filing discloses a routine insider acquisition without additional commentary or derivative activity.

Positive

• Insider acquisition of 488 shares indicates an officer increased direct ownership
• Clear disclosure with transaction date 10/06/2025 and signature dated 10/08/2025

Negative

• None.

Insights

Corporate Governance Analyst

Officer acquired a modest number of shares, signalling routine insider activity.

The filing shows the Chief Merchandising Officer acquired 488 shares of common stock on 10/06/2025 at a reported price of $0. A $0 price commonly reflects a non‑cash issuance such as a grant, dividend reinvestment, or other plan allocation; the form does not specify the mechanism.

Dependencies and risks include the lack of detail on the grant/transfer type and absence of derivative transactions. Investors monitoring insider behavior may note the acquisition date 10/06/2025 as the only concrete milestone disclosed.

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
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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^*

Israel Michelle Lee

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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	10/06/2025		A		488	A	$0	488	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, Attorney-in-Fact for Michelle Israel	10/08/2025
	** 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 the FIVE insider transaction report show?

The Form 4 shows Michelle Israel, Chief Merchandising Officer, acquired 488 shares on 10/06/2025 and beneficially owned 488 shares after the transaction.

What price was reported for the FIVE insider acquisition?

The transaction lists a per-share price of $0; the filing does not explain the reason for the zero price.

Who signed the Form 4 for the FIVE insider filing?

The form was signed by Kristen D. Han, Attorney-in-Fact on 10/08/2025 on behalf of Michelle Israel.

Does the Form 4 show any derivative transactions for FIVE?

No. Table II for derivative securities contains no entries; only the non-derivative common stock acquisition is reported.

Is the nature of the $0 price explained in the filing?

No. The filing includes no explanation; it does not specify if the $0 price relates to a grant, gift, or other non-cash transfer.