Five Below (NASDAQ: FIVE) director granted 134 shares as retainer

Rhea-AI Filing Summary

Lathi Dinesh S. reported acquisition or exercise transactions in this Form 4 filing.

Five Below, Inc. director Dinesh S. Lathi received 134 shares of common stock as a grant. The shares were awarded in lieu of a quarterly cash retainer of 31,250.00 under the company’s Compensation Policy for Non-Employee Directors, with applicable taxes withheld. Following this award, Lathi directly holds 13,236 common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lathi Dinesh S.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	134	$231.10	$31K

Holdings After Transaction: Common Stock — 13,236 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 134 shares Per-share value: 231.10 per share Retainer amount: 31,250.00 +1 more

4 metrics

Shares granted 134 shares Common stock grant to non-employee director

Per-share value 231.10 per share Value used for the compensation share grant

Retainer amount 31,250.00 Quarterly director retainer paid in shares

Post-transaction holdings 13,236 shares Director’s direct common stock holdings after grant

Key Terms

Form 4, Common Stock, Compensation Policy for Non-Employee Directors, quarterly retainer payment, +1 more

5 terms

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

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""

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.

Compensation Policy for Non-Employee Directors financial

"pursuant to the Five Below, Inc. Compensation Policy for Non-Employee Directors in lieu"

quarterly retainer payment financial

"in lieu of a quarterly retainer payment of 31,250.00, less applicable tax withholdings"

Grant, award, or other acquisition financial

""transaction_code_description": "Grant, award, or other acquisition""

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 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)
05/04/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/04/2026		A		134	A	$231.1(1)	13,236	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	05/06/2026
	** 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)

FAQ

What insider transaction did FIVE director Dinesh S. Lathi report?

Director Dinesh S. Lathi reported receiving 134 shares of Five Below common stock. The shares were granted as part of his director compensation, replacing a quarterly cash retainer, and increased his direct holdings to 13,236 shares after the transaction.

Was the FIVE insider transaction a market buy or a compensation grant?

The transaction was a compensation grant, not a market purchase. The 134 shares were issued under Five Below’s Compensation Policy for Non-Employee Directors in lieu of a quarterly cash retainer, rather than bought on the open market.

How many Five Below shares does Dinesh S. Lathi hold after this Form 4?

After the reported grant, Dinesh S. Lathi directly holds 13,236 shares of Five Below common stock. This total reflects the addition of 134 shares awarded as part of his non-employee director compensation for the relevant quarter.

What was the per-share value used for the FIVE director stock grant?

The grant used a per-share value of 231.10 for the 134 shares awarded. This valuation is reflected in the Form 4 as the transaction price per share for the common stock issued as compensation to the non-employee director.

How was the Five Below director’s quarterly retainer handled in this transaction?

The quarterly retainer of 31,250.00 for the non-employee director was paid in stock rather than cash. Five Below issued 134 common shares to Dinesh S. Lathi under its Compensation Policy, after accounting for applicable tax withholdings on the retainer amount.