Form 4: Five Below EVP disposes of 818 shares, holds 9,858

Rhea-AI Filing Summary

Ronald J. Masciantonio, EVP and General Counsel of Five Below, Inc. (FIVE), reported a sale of company stock. The filing shows he disposed of 818 shares on 08/29/2025 at $146.41 per share, leaving him with 9,858 shares following the transaction. The sale is coded as a standard disposition and the filing includes an explanatory note that a transfer of certain shares was exempt from reporting under Rule 16a-12. The Form 4 is signed by Mr. Masciantonio on 09/02/2025.

Positive

• Timely disclosure of insider transaction via Form 4 signed on 09/02/2025
• Clear reporting of transaction details: date, price ($146.41), shares sold (818), and post-transaction holdings (9,858)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine insider sale was disclosed; no evidence in this filing of governance issues or material company change.

The Form 4 documents a limited disposition by the EVP and General Counsel, which appears procedural. The transaction size (818 shares) relative to his post-transaction holding (9,858 shares) suggests a modest sale rather than a large, strategic liquidation. The explanatory note cites a transfer exempt under Rule 16a-12, indicating some shares moved under an exempt arrangement rather than an open-market disposal. From a governance perspective, timely disclosure and the exemption note are consistent with compliance practices.

Securities Analyst

TL;DR: Insider sale disclosed; transaction is small and likely not material to investors' valuation of FIVE.

The reported disposition of 818 shares at $146.41 yields gross proceeds of approximately $119,700 based on the reported price. Following the sale, the reporting person holds 9,858 shares. The filing does not report derivative transactions or additional context such as planned sales under a 10b5-1 plan. The presence of a Rule 16a-12 exemption note suggests the transfer mechanism was not a standard market sale for all shares involved. Overall, the transaction appears routine and not materially informative for company fundamentals.

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^*

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)
08/29/2025

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	08/29/2025		S		818	D	$146.41	9,858(1)	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. Reflects a transfer of certain shares in a transaction exempt from reporting pursuant to Rule 16a-12.

	/s/ Ronald J. Masciantonio	09/02/2025
	** 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 insider transaction did FIVE (FIVE) disclose for Ronald J. Masciantonio?

The Form 4 shows Mr. Masciantonio sold 818 shares of Five Below common stock on 08/29/2025 at a price of $146.41 per share.

How many Five Below shares does the reporting person own after the transaction?

The filing reports the reporting person beneficially owned 9,858 shares following the reported transaction.

Does the Form 4 indicate why the transfer occurred?

The filing includes an explanation stating the transaction "Reflects a transfer of certain shares in a transaction exempt from reporting pursuant to Rule 16a-12."

When was the Form 4 signed by the reporting person?

The Form 4 is signed by Ronald J. Masciantonio on 09/02/2025.

Was this transaction a derivative trade or a direct sale?

This filing reports a non-derivative security disposition (common stock sale). Table II (derivatives) contains no reported transactions.