Five Below (FIVE) CIO stock withheld to cover tax liabilities

Rhea-AI Filing Summary

Five Below, Inc. Chief Information Officer Amit Jhunjhunwala reported two tax-related share dispositions. On March 20 and March 21, a total of 790 shares of common stock were withheld at $227.42 per share to cover tax obligations. After these non-market transactions, he directly owned 23,897 shares of Five Below common stock.

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

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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^*

Jhunjhunwala Amit

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Information Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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	03/20/2026		F		563	D	$227.42	24,124	D
Common Stock	03/21/2026		F		227	D	$227.42	23,897	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:

	Kristen D. Han, as Attorney-In-Fact for Amit Jhunjhunwala	03/24/2026
	** 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) executive Amit Jhunjhunwala report in this Form 4?

Amit Jhunjhunwala reported shares withheld to cover tax obligations. Two Form 4 transactions used 790 Five Below common shares for tax withholding, rather than open-market sales, while he continued to hold a sizable direct position afterward.

How many Five Below (FIVE) shares were used for tax withholding?

A total of 790 Five Below common shares were used for tax withholding. The Chief Information Officer had 563 shares withheld on March 20 and 227 shares withheld on March 21, both at a price of $227.42 per share.

Were Amit Jhunjhunwala’s Five Below (FIVE) transactions open-market sales?

No, the transactions were not open-market sales. Both entries are coded as “F,” meaning shares were withheld by the issuer to satisfy tax liabilities, a routine administrative disposition rather than a discretionary buy or sell decision.

What is Amit Jhunjhunwala’s Five Below (FIVE) share ownership after these transactions?

After the tax-withholding dispositions, Amit Jhunjhunwala directly owned 23,897 Five Below common shares. This figure reflects his remaining position following the March 21 transaction and indicates he retains a meaningful equity stake in the company.

What prices were used for the Five Below (FIVE) tax-withholding shares?

Both tax-withholding transactions used a price of $227.42 per Five Below share. This per-share value applied to the 563 shares on March 20 and the 227 shares on March 21 that were delivered to satisfy tax obligations.

What role does Amit Jhunjhunwala hold at Five Below (FIVE)?

Amit Jhunjhunwala serves as Chief Information Officer at Five Below. His Form 4 filing reflects equity-related activity tied to his position, specifically routine tax-withholding dispositions of company common stock rather than voluntary market purchases or sales.