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Five Below, Inc. (FIVE) director gets stock instead of $22,500 cash retainer

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MARKEE RICHARD L reported acquisition or exercise transactions in this Form 4 filing.

FIVE BELOW, INC director Richard L. Markee received a grant of 97 shares of common stock on 2026-08-03 under the company’s Compensation Policy for Non-Employee Directors, issued in lieu of a quarterly cash retainer of $22,500.00, less tax withholdings.

After this stock-based retainer payment, Markee directly holds 14,402 shares of Five Below common stock.

Positive

  • None.

Negative

  • None.
Insider MARKEE RICHARD L
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1 97 $216.70 $21K
Holdings After Transaction: Common Stock — 14,402 shares (Direct)
Footnotes (1)
  1. F1. 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.
Shares acquired 97 shares Common Stock granted on 2026-08-03
Implied retainer value $22,500.00 Quarterly non-employee director retainer satisfied in stock
Price per share reference $216.7000 per share Value used to determine number of shares for the retainer grant
Shares held after grant 14,402 shares Direct holdings by Richard L. Markee following the transaction
Compensation Policy for Non-Employee Directors financial
"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"
applicable tax withholdings financial
"$22,500.00, less applicable tax withholdings."

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FAQ

What did Five Below (FIVE) report about Richard L. Markee’s latest equity compensation?
Five Below reported that director Richard L. Markee received 97 shares of common stock on 2026-08-03. The shares were issued under the Compensation Policy for Non-Employee Directors in lieu of a quarterly cash retainer of $22,500.00, less taxes.

How many Five Below (FIVE) shares did director Richard L. Markee receive in this transaction?
Director Richard L. Markee received 97 shares of Five Below common stock. The shares were granted as part of his non-employee director compensation, substituting for a $22,500.00 quarterly cash retainer, subject to applicable tax withholdings under the company’s policy.

What is the dollar value of the retainer paid in Five Below (FIVE) stock to Richard L. Markee?
The quarterly retainer satisfied with stock was valued at $22,500.00, before tax withholdings. That amount was converted into 97 shares of common stock, using a reference value of $216.7000 per share for this compensation grant.

Was Richard L. Markee’s Five Below (FIVE) transaction a market purchase?
No. The reported transaction was a stock grant, not a market purchase. The 97 shares of common stock were issued to Richard L. Markee as director compensation, in lieu of a $22,500.00 quarterly cash retainer, less applicable tax withholdings.

How many Five Below (FIVE) shares does Richard L. Markee hold after this stock grant?
Following the grant, Richard L. Markee directly holds 14,402 shares of Five Below common stock. This total includes the newly issued 97 shares received as a quarterly retainer paid in stock under the non-employee director compensation policy.

At what price per share was Richard L. Markee’s Five Below (FIVE) stock retainer valued?
The stock retainer was valued using a reference price of $216.7000 per share. Applying this value to the 97 shares issued corresponds to the $22,500.00 quarterly retainer amount before applicable tax withholdings were deducted.
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/03/2026A97A$216.7(1)14,402D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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/ Kristen D. Han, as Attorney-In-Fact for Richard L. Markee08/05/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR