Five Below (NASDAQ: FIVE) reports share tax withholding by officer

Rhea-AI Filing Summary

FIVE BELOW, INC executive Graham Poliner reported routine share dispositions related to tax withholding, not open-market sales. On March 20–21, a total of 763 shares of common stock were withheld at $227.42 per share to cover tax obligations. After these transactions, Poliner directly held 18,246 shares of Five Below common stock. These Form 4 entries reflect compensation-related tax payments rather than discretionary trading activity.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Poliner Graham

Role CSBIAO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	103	$227.42	$23K
Tax Withholding	Common Stock	218	$227.42	$50K
Tax Withholding	Common Stock	442	$227.42	$101K

Holdings After Transaction: Common Stock — 18,246 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^*

Poliner Graham

(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)
	CSBIAO

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		218	D	$227.42	18,791	D
Common Stock	03/20/2026		F		442	D	$227.42	18,349	D
Common Stock	03/21/2026		F		103	D	$227.42	18,246	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, as Attorney-In-Fact for Graham Poliner	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 transactions did FIVE (Five Below, Inc.) report for Graham Poliner?

Five Below executive Graham Poliner reported three Form 4 transactions where a total of 763 common shares were disposed of to satisfy tax withholding obligations, rather than through open-market sales, at a reported price of $227.42 per share.

Were Graham Poliner’s recent FIVE insider transactions open-market sales?

No, the transactions were coded "F" for tax withholding, meaning shares were delivered to cover tax liabilities. They were not open-market buys or sells, but standard compensation-related events often tied to vesting or option exercises.

How many FIVE shares were used for tax withholding by Graham Poliner?

Across three transactions dated March 20–21, a total of 763 Five Below common shares were disposed of to cover tax obligations. Individual entries showed 442, 218, and 103 shares withheld at a reference price of $227.42 per share.

What is Graham Poliner’s FIVE shareholding after these tax-withholding transactions?

Following the reported tax-withholding dispositions, Graham Poliner directly holds 18,246 shares of Five Below common stock. This figure reflects his remaining direct ownership after the 763 shares were used to satisfy tax liabilities.

What does transaction code "F" mean in the FIVE Form 4 for Graham Poliner?

Code "F" on the Form 4 indicates payment of an exercise price or tax liability by delivering securities. For Five Below, it shows Poliner’s shares were withheld to cover taxes, distinguishing these disposals from open-market sales or discretionary trades.