Five Below (NASDAQ: FIVE) officer reports 154-share tax withholding disposition

Rhea-AI Filing Summary

FIVE BELOW, INC officer Graham Poliner reported routine tax-related share dispositions under a compensation arrangement. On two dates, a total of 154 shares of common stock were withheld at $215.28 per share to cover tax obligations, a non-market transaction. Following these withholdings, Poliner directly holds 17,869 common shares, indicating the events are small relative to his overall position and do not reflect open-market buying or selling decisions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Poliner Graham

Role CSBIAO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	28	$215.28	$6K
Tax Withholding	Common Stock	126	$215.28	$27K

Holdings After Transaction: Common Stock — 17,869 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Poliner Graham

(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)
	CSBIAO

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2026

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	03/07/2026		F		126	D	$215.28	17,897	D
Common Stock	03/08/2026		F		28	D	$215.28	17,869	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, as Attorney-In-Fact for Graham Poliner	03/10/2026
	** 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.

FAQ

What insider transaction did FIVE (Five Below, Inc) report for Graham Poliner?

Five Below executive Graham Poliner reported two tax-withholding transactions, where a total of 154 common shares were surrendered at $215.28 per share. These dispositions satisfied tax obligations tied to equity compensation and were not open-market purchases or sales.

Did the FIVE insider transactions involve open-market buying or selling of shares?

No, the reported FIVE insider transactions were coded as F, meaning shares were withheld to pay taxes or exercise costs. They reflect administrative tax-withholding dispositions, not discretionary open-market buying or selling activity by the executive.

How many FIVE shares were involved in Graham Poliner’s tax-withholding transactions?

A total of 154 Five Below common shares were used for tax withholding across two transactions, involving 28 shares on one date and 126 shares on another. Both events occurred at a reported price of $215.28 per share.

What are Graham Poliner’s FIVE share holdings after the reported Form 4 transactions?

After the tax-withholding dispositions, Graham Poliner directly holds 17,869 shares of Five Below common stock. This remaining position shows the withheld 154 shares represent a small portion of his overall reported holdings.

What does transaction code F mean in the FIVE insider Form 4 filing?

Transaction code F in the Five Below Form 4 indicates payment of an exercise price or tax liability by delivering securities. It typically represents shares withheld for taxes on equity awards, not a voluntary market sale by the insider.