Daniel Sullivan (FIVE) Reports 13,014-Share Acquisition on Form 4

Rhea-AI Filing Summary

Daniel Sullivan, Chief Financial Officer of Five Below, Inc. (FIVE) reported an acquisition of 13,014 shares of the company's common stock on 10/06/2025. The Form 4 shows the transaction code as A and lists the reported price as $0, leaving the economic nature (gift, grant, or other zero-price issuance) unspecified in the filing. Following the transaction, 13,014 shares are reported as beneficially owned directly.

Positive

• CFO increased direct ownership by 13,014 shares on 10/06/2025

Negative

• None.

Insights

Insider Transactions Analyst

Officer reported a 13,014-share acquisition at a reported price of $0.

The filing records a non-derivative acquisition of 13,014 common shares by the CFO on 10/06/2025 with a reported price of $0. The Form 4 does not specify the transaction type beyond code A, so the exact economic consideration (for example, a grant, gift, or stock award) is not explicit.

The main dependency for interpretation is additional disclosure explaining the $0 price; absent that, treat this as an ownership increase of 13,014 shares as of the reported date. Monitor any subsequent filings or company disclosures for clarification and potential tax or reporting implications within weeks.

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

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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^*

Sullivan Daniel

(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 Financial 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		13,014	A	$0	13,014	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 Daniel Sullivan	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 FIVE CFO Daniel Sullivan report on Form 4?

He reported an acquisition of 13,014 common shares on 10/06/2025, increasing his direct beneficial ownership to 13,014 shares.

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

The Form 4 lists the reported price as $0; the filing does not explain the economic nature of that price.

Does the Form 4 state how Daniel Sullivan acquired the 13,014 shares?

No. The transaction is coded as A (acquisition) but the filing provides no additional explanation for the $0 price.

When was the Form 4 signed and filed for this transaction?

The signature block shows the form was signed by an attorney-in-fact on 10/08/2025.

How should investors interpret a $0 price on a Form 4?

A $0 price can indicate a non-cash issuance (such as a gift or restricted grant); the filing does not confirm which, so further company disclosure is needed.