FIVE Form 4: Maureen Gellerman Reports 79-Share Acquisition at $0

Rhea-AI Filing Summary

Maureen Gellerman, CHRO of Five Below (FIVE), reported a non-derivative acquisition of 79 shares on 09/16/2025 at a reported price of $0. Following the transaction she beneficially owns 12,707 shares. The Form 4 was signed by an attorney-in-fact on 09/18/2025. The filing identifies Gellerman as an officer and director-level reporting person and provides no additional explanatory details.

Positive

• Reporting compliance: Officer filed Form 4 disclosing the transaction, meeting SEC reporting requirements.
• Clear ownership update: Transaction shows beneficial ownership updated to 12,707 shares following acquisition of 79 shares on 09/16/2025.

Negative

• None.

Insights

Financial Analyst

TL;DR: Officer recorded a small share acquisition of 79 shares, increasing reported beneficial ownership to 12,707 shares.

The transaction is modest in size relative to typical insider holdings and company market caps, and the reported price of $0 suggests these shares were likely issued as a grant or exercised option rather than a market purchase; the Form 4 does not provide explanatory detail. For investors, this is a routine insider disclosure that does not on its face indicate a material change in ownership or control.

Corporate Governance Expert

TL;DR: Routine executive equity reporting; no material governance implications disclosed.

The filing correctly reports beneficial ownership and the acquisition date. The reporting person is identified as CHRO and the form was signed by an attorney-in-fact. With only 79 shares acquired and a total of 12,707 shares reported, there is no evidence in this Form 4 of a governance change, contractual amendment, or related-party transaction requiring further disclosure within this filing.

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
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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).

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 PA 19103

(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)
	CHRO

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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	09/16/2025		A		79	A	$0	12,707	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/ Ronald J. Masciantonio, Attorney-in-Fact for Maureen Gellerman	09/18/2025
	** 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 did Maureen Gellerman report on the FIVE Form 4?

The Form 4 reports a non-derivative acquisition of 79 shares on 09/16/2025 and a post-transaction beneficial ownership of 12,707 shares.

What price was reported for the 79 shares on the FIVE Form 4?

The reported price for the acquisition is shown as $0 in the filing.

What is Maureen Gellerman's role at FIVE as listed on the Form 4?

The filing identifies Maureen Gellerman as an Officer with the title CHRO and marks the reporting box for Officer.

When was the Form 4 for FIVE signed and by whom?

The signature line shows the Form 4 was signed by /s/ Ronald J. Masciantonio, Attorney-in-Fact for Maureen Gellerman on 09/18/2025.

Does the Form 4 explain why the price is $0?

No. The filing contains no explanation; it simply reports the acquisition with a price of $0.