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Five Below (NASDAQ: FIVE) officer uses shares for obligations and plan purchase

(Very High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

FIVE BELOW, INC officer Graham Poliner reported two equity transactions. On August 1, 2026, 2,916 common shares at $217.13 per share were disposed of to pay an option exercise price or tax liability. On June 30, 2026, he acquired 31 shares at $161.81 per share through a Stock Purchase Plan exempt under Rule 16b-3(c).

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Insider Poliner Graham
Role CSBIAO
Type Security Shares Price Value
Exercise Price or Tax Liability Common Stock 2,916 $217.13 $633K
Other Common Stock F1 31 $161.81 $5K
Holdings After Transaction: Common Stock — 15,534 shares (Direct)
Footnotes (1)
  1. F1. Purchase under a Stock Purchase Plan exempt under Rule 16b-3(c).
Shares used for exercise or tax obligations 2,916 shares Common Stock disposed of on August 1, 2026, transaction code F
Price per share for F-code disposition $217.13 Payment of option exercise price or tax liability by delivering or withholding securities
Shares acquired via stock purchase plan 31 shares Common Stock acquired on June 30, 2026, transaction code J
Price per share for plan acquisition $161.81 Purchase under a Stock Purchase Plan exempt under Rule 16b-3(c)
Rule 16b-3(c) regulatory
"Purchase under a Stock Purchase Plan exempt under Rule 16b-3(c)."
An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.
Stock Purchase Plan financial
"Purchase under a Stock Purchase Plan exempt under Rule 16b-3(c)."
A stock purchase plan is a company-run program that lets employees or qualifying investors buy the company’s shares regularly, often through paycheck deductions and sometimes at a discounted price or with matching contributions. It matters because it encourages ownership—like a workplace discount for buying company products—aligning interests between holders and managers, while affecting share supply and potential value for outside investors.
Payment of exercise price or tax liability financial
"Payment of exercise price or tax liability by delivering or withholding securities."

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

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FAQ

What insider transactions did FIVE (FIVE BELOW, INC) report for Graham Poliner?

FIVE BELOW, INC officer Graham Poliner reported two transactions. He used 2,916 common shares at $217.13 per share to pay an option exercise price or tax liability and separately acquired 31 shares at $161.81 per share through a Stock Purchase Plan exempt under Rule 16b-3(c).

How many FIVE shares did Graham Poliner use to cover exercise or tax obligations, and at what price?

He used 2,916 shares of FIVE BELOW, INC common stock at $217.13 per share to pay an option exercise price or tax liability. The transaction carries code F, which denotes payment of such obligations by delivering or withholding securities rather than a standard purchase or sale.

How many FIVE shares did Graham Poliner acquire through a stock purchase plan, and on what terms?

He acquired 31 shares of common stock at $161.81 per share. A footnote explains this was a purchase under a Stock Purchase Plan exempt under Rule 16b-3(c), and the transaction is coded J, categorized as an “other” acquisition or disposition event.

Were Graham Poliner’s reported FIVE transactions made under a Rule 10b5-1 trading plan?

No. The Rule 10b5-1 checkbox for these transactions is marked false, so the filer did not affirm use of a Rule 10b5-1 trading plan. The only plan referenced is a Stock Purchase Plan associated with the 31-share acquisition noted in the footnote.

What role does Graham Poliner hold at FIVE (FIVE BELOW, INC) in this insider report?

The reporting person is Graham Poliner, identified as an officer of FIVE BELOW, INC with the title “CSBIAO.” In this ownership report he is not marked as a director or as a ten percent owner, according to the provided insider status fields.
SEC Form 4
FORM 4UNITED 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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CSBIAO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/30/2026JV31A$161.81(1)18,450D
Common Stock08/01/2026F2,916D$217.1315,534D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Purchase under a Stock Purchase Plan exempt under Rule 16b-3(c).
/s/ Kristen D. Han, as Attorney-In-Fact for Graham Poliner08/04/2026
** Signature of Reporting PersonDate
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)