What is Mimi Eckel Vaughn’s total Five Below (FIVE) share ownership after this Form 4 transaction?

After the reported award, Mimi Eckel Vaughn directly owns 5,934 shares of Five Below common stock. This total reflects the addition of the 96-share grant made on August 3, 2026 under the company’s Compensation Policy for Non-Employee Directors.

Five Below (FIVE) awards director 96 shares instead of cash retainer

Q: How many Five Below (FIVE) shares were granted and at what reference value?

Mimi Eckel Vaughn was granted 96 shares of Five Below common stock at a reference value of $216.70 per share . The grant represents stock issued as compensation, tied to a $22,500 quarterly board retainer amount, before tax withholdings.

Q: Was the Five Below (FIVE) director stock grant made under a Rule 10b5-1 trading plan?

No, the Form 4 indicates the transaction was not made pursuant to a Rule 10b5-1 trading plan. Instead, the 96-share award to Mimi Eckel Vaughn was issued automatically under the company’s Non-Employee Director Compensation Policy for quarterly retainers.

Q: What cash compensation did the Five Below (FIVE) stock grant replace for the director?

The 96-share stock award was issued in lieu of a $22,500 quarterly director retainer payment. Under Five Below’s Compensation Policy for Non-Employee Directors, Mimi Eckel Vaughn received shares instead of cash, subject to applicable tax withholdings.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

FIVE BELOW, INC director Mimi Eckel Vaughn received a grant of 96 shares of common stock on August 3, 2026. The shares were issued under the company’s Compensation Policy for Non-Employee Directors in lieu of a $22,500 quarterly cash retainer, less tax withholdings. Following this award, she directly owns 5,934 shares of Five Below common stock. The transaction was reported as a grant/award acquisition, not a market purchase, and was not made pursuant to a Rule 10b5-1 trading plan.

Insider Trade Summary

Net Buyer: 96 shares

Net Buy 1 txn

Insider VAUGHN MIMI ECKEL

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock ^F1	96	$216.70	$21K

Holdings After Transaction: Common Stock — 5,934 shares (Direct)

Footnotes (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.

Key Figures

Shares granted: 96 shares Reference price per share: $216.70 Retainer amount replaced: $22,500.00 +1 more

4 metrics

Shares granted 96 shares Common stock grant to director on August 3, 2026

Reference price per share $216.70 Per-share value reported for the 96-share award

Retainer amount replaced $22,500.00 Quarterly cash retainer paid in stock, before tax withholdings

Shares owned after transaction 5,934 shares Director’s direct Five Below holdings following the grant

Key Terms

Compensation Policy for Non-Employee Directors, quarterly retainer payment, Rule 10b5-1 trading plan

3 terms

Compensation Policy for Non-Employee Directors regulatory

"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, less applicable tax withholdings"

Rule 10b5-1 trading plan regulatory

"The transaction was not made pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/05/2026 - 04:29 PM Accepted by SEC EDGAR 08/05/2026 - 04:29 PM

FAQ

What insider transaction did Five Below (FIVE) report for director Mimi Eckel Vaughn?

Five Below reported that director Mimi Eckel Vaughn received a grant of 96 common shares on August 3, 2026. The stock was issued under the Non-Employee Director Compensation Policy in lieu of a quarterly cash retainer, rather than through an open-market purchase.

How many Five Below (FIVE) shares were granted and at what reference value?

Mimi Eckel Vaughn was granted 96 shares of Five Below common stock at a reference value of $216.70 per share. The grant represents stock issued as compensation, tied to a $22,500 quarterly board retainer amount, before tax withholdings.

Was the Five Below (FIVE) director stock grant made under a Rule 10b5-1 trading plan?

No, the Form 4 indicates the transaction was not made pursuant to a Rule 10b5-1 trading plan. Instead, the 96-share award to Mimi Eckel Vaughn was issued automatically under the company’s Non-Employee Director Compensation Policy for quarterly retainers.

What cash compensation did the Five Below (FIVE) stock grant replace for the director?

The 96-share stock award was issued in lieu of a $22,500 quarterly director retainer payment. Under Five Below’s Compensation Policy for Non-Employee Directors, Mimi Eckel Vaughn received shares instead of cash, subject to applicable tax withholdings.

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^*

VAUGHN MIMI ECKEL

(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)
08/03/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/03/2026		A		96	A	$216.7⁽¹⁾	5,934	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Mimi Vaughn	08/05/2026
	** 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)

Source: View Original Filing on SEC EDGAR