[Form 4] FIVE BELOW, INC Insider Trading Activity

Rhea-AI Filing Summary

FIVE BELOW, INC Chief Human Resources Officer Maureen Marie Gellerman reported routine tax-related share dispositions under company equity awards. On March 20 and March 21, a total of 313 shares of common stock were delivered at $227.42 per share to cover tax obligations. These Form 4 entries are coded as tax-withholding dispositions (code F), not open-market sales. After these transactions, Gellerman directly holds 12,277 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^*

Gellerman Maureen Marie

(Last) (First) (Middle)

C/O FIVE BELOW, INC.

701 MARKET STREET, SUITE 300

(Street)

PHILADELPHIA PENNSYLVANIA 19103

(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)
	CHRO

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		251	D	$227.42	12,339	D
Common Stock	03/21/2026		F		62	D	$227.42	12,277	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	03/24/2026
	** 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 insider transaction did FIVE (Five Below, Inc.) report for Maureen Gellerman?

Five Below’s CHRO Maureen Gellerman reported tax-related share dispositions totaling 313 common shares. These were payments of tax liabilities using shares, not open-market sales, and were coded as Form 4 transaction type F.

Were Maureen Gellerman’s FIVE (Five Below) transactions open-market sales?

No, the transactions were tax-withholding dispositions, not open-market sales. Shares were delivered at $227.42 per share to satisfy tax obligations tied to equity compensation, as indicated by Form 4 transaction code F.

How many FIVE shares were used for Maureen Gellerman’s tax withholding?

Maureen Gellerman used 313 common shares of Five Below for tax withholding. The Form 4 shows two F-code transactions for 62 and 251 shares delivered to cover tax liabilities under equity awards.

What price per share was reported for Maureen Gellerman’s FIVE tax-withholding transactions?

The reported price per share was $227.42 for both tax-withholding dispositions. This figure is used for valuing the 62 and 251 shares delivered to satisfy Maureen Gellerman’s tax obligations related to equity compensation.

How many FIVE shares does Maureen Gellerman hold after these Form 4 transactions?

Following the tax-withholding dispositions, Maureen Gellerman directly holds 12,277 shares of Five Below common stock. This post-transaction holding reflects the remaining equity position after delivering shares to satisfy tax liabilities.

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

Form 4 transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this FIVE filing, it shows Maureen Gellerman’s non-market use of shares to cover tax obligations, rather than discretionary buying or selling.