STOCK TITAN

Five Below (NASDAQ: FIVE) CHRO has shares withheld for taxes

(Moderate)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Five Below, Inc. executive Maureen Marie Gellerman, the company’s CHRO, had 1,869 shares of Common Stock disposed of to satisfy exercise price or tax obligations at $217.13 per share. Following this tax-related withholding, she directly holds 10,581 shares of Five Below common stock.

Positive

  • None.

Negative

  • None.
Insider Gellerman Maureen Marie
Role CHRO
Type Security Shares Price Value
Exercise Price or Tax Liability Common Stock 1,869 $217.13 $406K
Holdings After Transaction: Common Stock — 10,581 shares (Direct)
Shares withheld 1,869 shares Common Stock delivered or withheld to cover exercise price or tax liability on 2026-08-01
Price per share $217.13 Per-share value used for the tax or exercise-price withholding transaction
Shares owned after transaction 10,581 shares Direct Common Stock holdings by Maureen Marie Gellerman following the withholding
Form 4 regulatory
"INSIDER FILING DATA (Form 4): reporting an insider transaction"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
Common Stock financial
"security_title: "Common Stock" reported in the insider transaction"
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.
exercise price or tax liability financial
"transaction_code_description: "Payment of exercise price or tax liability""

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FAQ

What insider transaction did FIVE report for Maureen Marie Gellerman?

Five Below’s CHRO, Maureen Marie Gellerman, had 1,869 shares of Common Stock withheld to satisfy exercise price or tax obligations at $217.13 per share, reducing her holdings for tax-related reasons rather than through an open-market sale.

How many FIVE shares does the CHRO hold after this transaction?

After the tax-related share withholding, CHRO Maureen Marie Gellerman directly owns 10,581 shares of Five Below Common Stock. This figure reflects her reported direct holdings immediately following the 1,869-share disposition for exercise price or tax obligations.

Was the FIVE CHRO’s transaction an open-market sale or tax withholding?

The transaction was a tax or exercise-price withholding, not an open-market sale. Code F indicates shares were delivered or withheld to satisfy exercise price or tax liabilities, meaning no discretionary sale into the market was reported in this event.

On what date and at what price did the FIVE share withholding occur?

The CHRO’s withholding occurred on 2026-08-01, involving 1,869 shares of Common Stock valued at $217.13 per share. This price represents the per-share amount used to calculate the shares delivered or withheld for exercise price or tax obligations.

Is the FIVE CHRO’s insider transaction under a Rule 10b5-1 trading plan?

No. The filing’s checkbox indicating that trades were made under a Rule 10b5-1 trading plan is not checked. The reported code F transaction is characterized as a withholding for exercise price or tax liabilities, not as a planned trading-program sale.
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*
Gellerman Maureen Marie

(Last)(First)(Middle)
C/O FIVE BELOW, INC.
701 MARKET STREET, SUITE 300

(Street)
PHILADELPHIA PENNSYLVANIA 19103

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHRO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2026
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 Stock08/01/2026F1,869D$217.1310,581D
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:
/s/ Kristen D. Han, Attorney-in-Fact for Maureen Gellerman08/04/2026
** 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)