Five Below (FIVE) executive reports stock grants and tax withholding in Form 4

Rhea-AI Filing Summary

FIVE BELOW, INC executive Graham Poliner reported equity compensation transactions in company common stock. On March 19, 2026, he received two stock awards of 1,020 and 234 shares at no cost, increasing his direct holdings. On the same date, 114 shares were withheld at $235.17 per share to cover tax obligations related to these awards. After these transactions, he directly owned 19,009 shares of common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Poliner Graham

Role CSBIAO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,020	$0.00	--
Grant/Award	Common Stock	234	$0.00	--
Tax Withholding	Common Stock	114	$235.17	$27K

Holdings After Transaction: Common Stock — 18,889 shares (Direct)

Footnotes (1)

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)
03/19/2026

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	03/19/2026		A		1,020	A	$0	18,889	D
Common Stock	03/19/2026		A		234	A	$0	19,123	D
Common Stock	03/19/2026		F		114	D	$235.17	19,009	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	03/23/2026
	** 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?

Graham Poliner reported equity compensation transactions in Five Below common stock. He received two share awards and had a small number of shares withheld to cover taxes, reflecting routine compensation-related activity rather than open-market buying or selling.

How many FIVE shares did Graham Poliner acquire in the latest Form 4 filing?

Poliner acquired 1,020 and 234 shares of Five Below common stock as grants. Both awards were reported at a price of $0.00 per share, indicating compensation-related stock awards instead of purchases in the open market.

Why were some FIVE shares disposed of in Graham Poliner’s Form 4?

The filing shows a disposition of 114 shares at $235.17 per share for tax withholding. This means the company withheld these shares to satisfy tax obligations tied to the share awards, not because Poliner chose to sell shares in the market.

Did Graham Poliner buy or sell FIVE stock on the open market?

The transactions were stock awards and tax withholding, not open-market trades. Both acquisitions are classified as grants, and the single disposition covers tax liability, so there is no reported open-market buying or selling activity in this Form 4.

How many FIVE shares does Graham Poliner hold after these transactions?

After the reported transactions, Poliner directly owns 19,009 shares of Five Below common stock. This figure reflects his position following the two stock awards and the small tax-withholding share disposition recorded on March 19, 2026.