Five Below (FIVE) director paid in stock for $31,250 board fee

Rhea-AI Filing Summary

Five Below director Dinesh S. Lathi received additional stock as board compensation. On February 2, 2026, he was awarded 156 shares of Five Below, Inc. common stock at $197.8 per share. The shares were issued under the company’s Compensation Policy for Non-Employee Directors in lieu of a quarterly cash retainer of $31,250.00, less tax withholdings.

After this grant, Lathi beneficially owns 13,102 common shares directly. This is a routine, stock-based payment for board service rather than an open-market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lathi Dinesh S.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	156	$197.80	$31K

Holdings After Transaction: Common Stock — 13,102 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^*

Lathi Dinesh S.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		A		156	A	$197.8(1)	13,102	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:

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 $31,250.00, less applicable tax withholdings.

	/s/ Kenneth R. Bull, as Attorney-In-Fact for Dinesh Lathi	02/04/2026
	** 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 Below (FIVE) report for Dinesh S. Lathi?

Five Below reported that director Dinesh S. Lathi received 156 shares of common stock on February 2, 2026. The award was issued as stock compensation for his board service rather than a market trade, reflecting routine non-employee director compensation.

At what price were the Five Below (FIVE) shares granted to Dinesh S. Lathi?

The 156 Five Below common shares granted to Dinesh S. Lathi were valued at $197.8 per share. This per-share value is disclosed in the filing and is used to reflect the fair value of his stock-based director compensation.

Why did Five Below (FIVE) grant stock to director Dinesh S. Lathi instead of paying cash?

Five Below granted stock to director Dinesh S. Lathi under its Compensation Policy for Non-Employee Directors. The 156 shares were issued in lieu of a quarterly cash retainer of $31,250.00, less tax withholdings, aligning director compensation partly with company equity.

How many Five Below (FIVE) shares does Dinesh S. Lathi own after this transaction?

After receiving 156 additional shares, Dinesh S. Lathi beneficially owns 13,102 shares of Five Below common stock. The filing states this total as his directly held position following the February 2, 2026 stock-based director compensation grant.

Is the Five Below (FIVE) Form 4 for Dinesh S. Lathi a purchase or a compensation grant?

The Form 4 reflects a compensation grant, not an open-market purchase. The 156 shares of Five Below common stock were issued to director Dinesh S. Lathi as part of his quarterly retainer under the company’s non-employee director compensation policy.