[Form 4] Five Below, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Five Below, Inc. (FIVE) – Form 4 insider transaction filed 18-Jun-2025. Chief Information Officer Amit Jhunjhunwala sold a total of 1,700 common shares on 16-Jun-2025 at prices of $125.00 and $125.41. After the transactions, his direct ownership decreased from 27,590 shares to 25,890 shares, a reduction of roughly 6% of his personal stake. No derivative transactions or 10b5-1 plan indications were disclosed. The filing was signed by attorney-in-fact Ronald J. Masciantonio.

Positive

• None.

Negative

• CIO sold 1,700 shares, reducing his stake by ~6%, which could be interpreted as a mild negative sentiment signal though financially immaterial.

Insights

Equity Analyst

TL;DR: Small insider sale (-1,700 shares) by CIO; signal neutral given size versus total holdings.

The reported sale represents about 6% of the officer’s direct ownership and far less than 0.01% of Five Below’s outstanding shares. Dollar proceeds (~$213k) are immaterial to corporate cash flows. Insider transactions of this magnitude rarely affect valuation or governance perceptions, although investors may note the price level ($125) at which management trimmed exposure. No derivatives or 10b5-1 plan were cited, so timing appears discretionary. Overall impact is minimal and unlikely to change the investment thesis.

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^*

Jhunjhunwala Amit

(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 Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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	06/16/2025		S		1,000	D	$125	26,590	D
Common Stock	06/16/2025		S		700	D	$125.41	25,890	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:

	Ronald J. Masciantonio, as Attorney-In-Fact for Amit Jhunjhunwala	06/18/2025
	** 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

How many Five Below (FIVE) shares did the CIO sell?

A total of 1,700 common shares were sold on 16-Jun-2025.

At what prices were the Five Below shares sold?

Shares were sold at $125.00 and $125.41 per share.

What is the CIO's remaining share ownership after the sale?

Amit Jhunjhunwala now directly owns 25,890 shares of Five Below.

Did the filing disclose any derivative security transactions?

No, no derivative securities were acquired or disposed of.

Was the transaction made under a Rule 10b5-1 trading plan?

The form does not indicate that the sale was executed under a Rule 10b5-1 plan.