Five Below (FIVE) director paid quarterly retainer in stock grant

Rhea-AI Filing Summary

FIVE BELOW, INC director Richard L. Markee received a grant of common stock as part of his board compensation. On May 4, 2026, he acquired 96 shares of Common Stock at a price of $231.10 per share. According to the footnote, these shares were issued under the company’s Compensation Policy for Non-Employee Directors in lieu of a quarterly cash retainer of $22,500, less applicable tax withholdings. Following this award, he directly holds a total of 13,329 shares of Five Below common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MARKEE RICHARD L

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	96	$231.10	$22K

Holdings After Transaction: Common Stock — 13,329 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Stock grant shares: 96 shares Grant price per share: $231.10 per share Cash retainer value: $22,500.00 +1 more

4 metrics

Stock grant shares 96 shares Common Stock award on May 4, 2026

Grant price per share $231.10 per share Valuation of Common Stock grant

Cash retainer value $22,500.00 Quarterly director retainer replaced by shares

Shares owned after grant 13,329 shares Total direct holdings after transaction

Key Terms

Compensation Policy for Non-Employee Directors, quarterly retainer payment, tax withholdings, Common Stock

4 terms

Compensation Policy for Non-Employee Directors financial

"The shares were issued to the reporting person pursuant to the Five Below, Inc. Compensation Policy for Non-Employee Directors"

quarterly retainer payment financial

"in lieu of a quarterly retainer payment of $22,500.00"

tax withholdings financial

"quarterly retainer payment of $22,500.00, less applicable tax withholdings"

Common Stock financial

"security_title: "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 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^*

MARKEE RICHARD L

(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)
05/04/2026

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	05/04/2026		A		96	A	$231.1(1)	13,329	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 shares were issued to the reporting person pursuant to the Five Below, Inc. Compensation Policy for Non-Employee Directors in lieu of a quarterly retainer payment of $22,500.00, less applicable tax withholdings.

	/s/ Kenneth R. Bull, as Attorney-In-Fact for Richard L. Markee	05/06/2026
	** 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 (Five Below, Inc) report for Richard L. Markee?

Five Below reported that director Richard L. Markee received a stock grant of 96 shares of Common Stock. The award was issued as part of his board compensation in place of a quarterly cash retainer, reflecting routine director compensation rather than an open-market share purchase.

How many Five Below (FIVE) shares did the director receive and at what price?

Richard L. Markee received 96 shares of Five Below Common Stock valued at $231.10 per share. This share price is used to measure the grant’s value for reporting, and the transaction is classified as a grant or award acquisition rather than a market trade.

What was the cash value replaced by the Five Below (FIVE) stock grant?

The stock grant replaced a quarterly retainer payment of $22,500. Instead of receiving cash, the director was issued shares under the Compensation Policy for Non-Employee Directors, with the amount reduced by applicable tax withholdings as described in the footnote.

How many Five Below (FIVE) shares does the director hold after this grant?

After receiving the 96-share stock grant, Richard L. Markee directly holds 13,329 shares of Five Below Common Stock. This total reflects his direct ownership position following the reported compensation-related award on May 4, 2026, as shown in the Form 4 data.

Was the Five Below (FIVE) director’s stock transaction an open-market buy or compensation grant?

The transaction was a compensation grant, not an open-market purchase. The filing classifies it as a grant or award acquisition, issued under the Compensation Policy for Non-Employee Directors in lieu of a $22,500 quarterly cash retainer, less applicable tax withholdings.