Five Below director sells 6,000 shares of company stock

Five Below, Inc. director Michael F. Devine, III reported a sale of company stock.

Rhea-AI Filing Summary

Five Below, Inc. director Michael F. Devine, III reported a sale of company stock. On December 11, 2025, he sold 6,000 shares of Five Below common stock at a weighted average price of $181.84 per share, with individual sale prices ranging from $181.575 to $182.17. After this transaction, he directly beneficially owned 15,540 shares of Five Below common stock.

Insider Trade Summary

Net Seller: 6,000 shares

Net Sell 1 txn

Insider DEVINE MICHAEL F III

Role Director

Sold 6,000 shs ($1.09M)

Type	Security	Shares	Price	Value
Sale	Common Stock	6,000	$181.84	$1.09M

Holdings After Transaction: Common Stock — 15,540 shares (Direct)

Footnotes (1)

1. F1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.575 to $182.17, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Five Below (FIVE) disclose?

Five Below disclosed that director Michael F. Devine, III sold 6,000 shares of the company's common stock.

At what price were the Five Below (FIVE) shares sold?

The 6,000 shares were sold at a weighted average price of $181.84 per share, with individual sale prices between $181.575 and $182.17.

How many Five Below shares does Michael F. Devine, III own after the sale?

Following the reported transaction, Michael F. Devine, III directly beneficially owned 15,540 shares of Five Below common stock.

What is Michael F. Devine, III's role at Five Below?

Michael F. Devine, III is listed as a director of Five Below, Inc. in the ownership section of the filing.

On what date did the reported Five Below stock sale occur?

The sale of 6,000 shares of Five Below common stock took place on December 11, 2025.

How were the sale prices for the Five Below shares described?

The filing states that the reported price is a weighted average, with the shares sold in multiple transactions at prices ranging from $181.575 to $182.17.

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

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Accepted by SEC EDGAR 12/15/2025 - 04:27 PM Learn about SEC filing dates

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^*

DEVINE MICHAEL F III

(Last) (First) (Middle)

C/O FIVE BELOW, INC.

701 MARKET STREET, SUITE 300

(Street)

PHILADELPHIA PA 19106

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	12/11/2025		S		6,000	D	$181.84(1)	15,540	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 price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.575 to $182.17, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Kenneth R. Bull, as Attorney-In-Fact for Michael F. Devine, III	12/15/2025
	** 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.