Five Below (FIVE) director Dinesh Lathi gets 138-share stock retainer

Rhea-AI Filing Summary

Lathi Dinesh S. reported acquisition or exercise transactions in this Form 4 filing.

Five Below director Dinesh S. Lathi received an award of 138 shares of common stock on August 3, 2026. The shares were issued under the company’s Compensation Policy for Non-Employee Directors in lieu of a quarterly retainer payment of 31,250.00, less tax withholdings, at 216.7000 per share. Following this stock-based retainer, he directly holds 14,350 common shares of Five Below.

Insider Trade Summary

Net Buyer: 138 shares

Net Buy 1 txn

Insider Lathi Dinesh S.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	138	$216.70	$30K

Holdings After Transaction: Common Stock — 14,350 shares (Direct)

Footnotes (1)

1. F1. 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 31,250.00, less applicable tax withholdings.

Key Figures

Shares awarded: 138 shares Per-share value: 216.7000 per share Retainer amount: 31,250.00 +1 more

4 metrics

Shares awarded 138 shares Common stock granted to director on August 3, 2026

Per-share value 216.7000 per share Valuation used for the stock retainer grant

Retainer amount 31,250.00 Quarterly director retainer paid in stock instead of cash

Post-transaction holdings 14,350 shares Director Dinesh S. Lathi’s direct Five Below common stock after the award

Key Terms

Compensation Policy for Non-Employee Directors, quarterly retainer payment, non-derivative

3 terms

Compensation Policy for Non-Employee Directors financial

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

quarterly retainer payment financial

"in lieu of a quarterly retainer payment of 31,250.00"

non-derivative financial

""transaction_type": "non-derivative""

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/05/2026 - 04:27 PM Accepted by SEC EDGAR 08/05/2026 - 04:27 PM Learn about SEC filing dates

FAQ

What stock award did Five Below (FIVE) director Dinesh S. Lathi receive?

Director Dinesh S. Lathi received 138 shares of Five Below common stock on August 3, 2026. The shares were issued as board compensation in lieu of a quarterly retainer payment of 31,250.00, with applicable taxes withheld in stock value.

How was the Five Below (FIVE) director retainer structured in this Form 4 event?

The director’s quarterly retainer of 31,250.00 was paid in stock instead of cash. Five Below issued 138 common shares to Dinesh S. Lathi under its Compensation Policy for Non-Employee Directors, after accounting for applicable tax withholdings.

What price per share was used for the Five Below (FIVE) stock retainer grant?

The stock retainer for director Dinesh S. Lathi used a value of 216.7000 per share. At that per-share value, Five Below issued 138 common shares as compensation in place of a 31,250.00 quarterly cash retainer payment, subject to tax withholdings.

How many Five Below (FIVE) shares does director Dinesh S. Lathi hold after this award?

After receiving the 138-share stock retainer, Dinesh S. Lathi directly holds 14,350 shares of Five Below common stock. This total reflects his updated position following the August 3, 2026 grant reported as non-derivative common stock.

Was the Five Below (FIVE) director stock award made under a Rule 10b5-1 plan?

The transaction was not marked as being made under a Rule 10b5-1 trading plan. The award instead reflects routine director compensation, issued as common stock in lieu of a quarterly cash retainer payment pursuant to the company’s compensation policy.

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^*

Lathi Dinesh S.

(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)
08/03/2026

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	08/03/2026		A		138	A	$216.7(1)	14,350	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 31,250.00, less applicable tax withholdings.

	/s/ Kristen D. Han, as Attorney-In-Fact for Dinesh Lathi	08/05/2026
	** 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)