Five Below (NASDAQ: FIVE) director paid quarterly retainer in stock grant

Rhea-AI Filing Summary

VAUGHN MIMI ECKEL reported acquisition or exercise transactions in this Form 4 filing.

FIVE BELOW, INC director Mimi Eckel Vaughn received a stock grant as board compensation. She was awarded 96 shares of common stock on a grant basis, not through an open-market purchase, at a reported price of $231.10 per share.

The shares were issued under Five Below’s Compensation Policy for Non-Employee Directors in lieu of a quarterly cash retainer of $22,500, less tax withholdings. After this award, she directly holds 4,862 shares of Five Below common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider VAUGHN MIMI ECKEL

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	96	$231.10	$22K

Holdings After Transaction: Common Stock — 4,862 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Stock grant size: 96 shares Reported share price: $231.10 per share Quarterly retainer value: $22,500.00 +1 more

4 metrics

Stock grant size 96 shares Common stock awarded as director compensation

Reported share price $231.10 per share Value used for the 96-share grant

Quarterly retainer value $22,500.00 Director retainer paid in stock, before tax withholdings

Post-grant holdings 4,862 shares Total common stock directly held after the transaction

Key Terms

Compensation Policy for Non-Employee Directors, quarterly retainer payment, tax withholdings, Grant, award, or other acquisition

4 terms

Compensation Policy for Non-Employee Directors financial

"issued to the reporting person pursuant to the Five Below, Inc. Compensation Policy for Non-Employee Directors"

quarterly retainer payment financial

"in lieu of a quarterly retainer payment of $22,500.00"

tax withholdings financial

"quarterly retainer payment of $22,500.00, 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^*

VAUGHN MIMI ECKEL

(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		96	A	$231.1(1)	4,862	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 $22,500.00, less applicable tax withholdings.

	/s/ Kristen D. Han, as Attorney-In-Fact for Mimi Vaughn	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 did Five Below (FIVE) director Mimi Eckel Vaughn report in this Form 4?

Mimi Eckel Vaughn reported receiving 96 shares of Five Below common stock as a grant. The award was issued as non-cash board compensation under the company’s policy for non-employee directors, rather than an open-market stock purchase or sale.

Was the Five Below (FIVE) Form 4 transaction a stock purchase or compensation grant?

The transaction was a compensation grant, not a market purchase. Vaughn received 96 shares of common stock as a director fee in stock, replacing a quarterly retainer payment, according to the company’s Compensation Policy for Non-Employee Directors.

How is the $22,500 quarterly retainer reflected in Five Below (FIVE) shares?

The $22,500 quarterly retainer was paid in stock instead of cash. Five Below issued 96 shares of common stock to director Mimi Eckel Vaughn, with the grant valued for this purpose at $22,500 before applicable tax withholdings.

What is Mimi Eckel Vaughn’s Five Below (FIVE) shareholding after this Form 4 grant?

After receiving the 96-share grant, Mimi Eckel Vaughn directly holds 4,862 shares of Five Below common stock. This total reflects her position following the reported non-derivative compensation transaction on the Form 4 filing.

At what price per share was the Five Below (FIVE) director grant reported?

The Form 4 lists a transaction price of $231.10 per share for the 96-share stock grant. This price is used for reporting the value of the non-employee director compensation award in common stock instead of a cash retainer.