Five Below (FIVE) CHRO has 19 shares withheld for taxes in Form 4

Rhea-AI Filing Summary

FIVE BELOW, INC chief human resources officer Maureen Marie Gellerman reported a small tax-related share disposition. On March 8, 2026, 19 shares of common stock were withheld at a price of $215.28 per share to cover tax obligations. After this transaction, she directly holds 11,489 common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gellerman Maureen Marie

Role CHRO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	19	$215.28	$4K

Holdings After Transaction: Common Stock — 11,489 shares (Direct)

Footnotes (1)

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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^*

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)
03/08/2026

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	03/08/2026		F		19	D	$215.28	11,489	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/ Kristen D. Han, Attorney-in-Fact for Maureen Gellerman	03/10/2026
	** 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.

FAQ

What insider transaction did FIVE (Five Below, Inc) report for Maureen Gellerman?

Five Below reported that CHRO Maureen Marie Gellerman had 19 common shares withheld on March 8, 2026 to satisfy tax obligations. This was recorded at $215.28 per share and reflects a tax-withholding disposition rather than an open-market trade.

Was the FIVE insider transaction by Maureen Gellerman a stock sale on the open market?

No, the transaction was not an open-market sale. It was a Form 4 code F event, meaning 19 shares were withheld by the company at $215.28 per share to pay exercise price or tax liabilities associated with her equity compensation.

How many FIVE Below shares does CHRO Maureen Gellerman hold after this Form 4 filing?

After the tax-withholding disposition, Maureen Marie Gellerman directly holds 11,489 shares of Five Below common stock. The Form 4 shows the 19 shares withheld for tax purposes and confirms this post-transaction ownership balance in her direct account.

What does transaction code F mean in the FIVE insider Form 4 filing?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this Five Below filing, 19 common shares were withheld at $215.28 each to satisfy Maureen Gellerman’s tax obligations tied to her equity compensation award.

Is the Maureen Gellerman Form 4 transaction for FIVE considered a buy or sell?

The transaction is classified as a disposition, not a buy or traditional sale. It is a tax-withholding disposition where 19 shares were surrendered at $215.28 per share to cover obligations, leaving Maureen Gellerman with 11,489 directly owned shares afterward.