Five Below (FIVE) officer sells 110 shares; 12,628 shares remain

Rhea-AI Filing Summary

Maureen Gellerman, Chief Human Resources Officer at Five Below (FIVE), reported a sale of 110 shares of the company's common stock at $153.4 per share. After the reported transaction, she beneficially owns 12,628 shares. The Form 4 was submitted by a single reporting person and signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Transparent disclosure of insider transaction by an officer
• Continued meaningful ownership with 12,628 shares remaining after the sale

Negative

• Sale of shares could be interpreted by some investors as a slight signal, though size is modest

Insights

Corporate Governance Expert

TL;DR: A routine insider sale by the CHRO; small relative to total holdings and not clearly material.

The sale of 110 shares by the CHRO appears to be a routine disposition of a modest number of shares. The filing lists the transaction code F and shows 12,628 shares retained after the sale, indicating continued meaningful ownership. There is no indication in the filing of a planned series of sales or any change in role or responsibilities. For governance review, the key facts are the officer identity, transaction size, and remaining ownership.

Securities/Compliance Analyst

TL;DR: Compliance disclosure completed; transaction details are clear and documented.

The Form 4 discloses a single non-derivative disposition coded F for 110 shares at a price of $153.4 per share, with beneficial ownership reported as 12,628 shares post-transaction. The form was filed by one reporting person and executed via attorney-in-fact, consistent with standard reporting practices. No additional derivative or indirect ownership items are reported.

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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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^*

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)
09/06/2025

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	09/06/2025		F		110	D	$153.4	12,628	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	09/09/2025
	** 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 insider transaction did Maureen Gellerman report for FIVE?

She reported a sale of 110 shares of Five Below common stock coded as transaction F at a price of $153.4 per share.

How many FIVE shares does Maureen Gellerman own after the reported transaction?

The Form 4 reports 12,628 shares beneficially owned following the reported transaction.

What is Maureen Gellerman's role at FIVE noted on the filing?

The filing lists her as an Officer with the title CHRO (Chief Human Resources Officer).

Was the Form 4 filed by multiple reporting persons for FIVE?

No, the form indicates it was filed by one reporting person.

Did the filing report any derivative securities or indirect ownership changes for FIVE?

No, Table II shows no derivative securities reported and there is no indication of indirect ownership changes in this filing.