Five Below (NASDAQ: FIVE) CHRO receives stock awards and covers taxes with share withholding

Rhea-AI Filing Summary

FIVE BELOW, INC Chief Human Resources Officer Maureen Marie Gellerman reported routine equity compensation activity involving the company’s common stock. On March 19, 2026, she acquired 935 shares and 234 shares through stock grants at no cost, reflecting awards rather than market purchases. To cover tax obligations tied to these awards, 68 shares were withheld at a reference price of $235.17 per share, which is not an open-market sale. After these transactions, she directly owns 12,590 shares of Five Below common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Gellerman Maureen Marie

Role CHRO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	935	$0.00	--
Grant/Award	Common Stock	234	$0.00	--
Tax Withholding	Common Stock	68	$235.17	$16K

Holdings After Transaction: Common Stock — 12,424 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^*

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)
03/19/2026

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		935	A	$0	12,424	D
Common Stock	03/19/2026		A		234	A	$0	12,658	D
Common Stock	03/19/2026		F		68	D	$235.17	12,590	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	03/23/2026
	** 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 CHRO Maureen Gellerman report on March 19, 2026?

Maureen Gellerman reported stock awards and related tax withholding. She received 935 and 234 Five Below common shares as equity compensation, and 68 shares were withheld at $235.17 per share to satisfy tax obligations, leaving her with 12,590 shares directly held.

Were Maureen Gellerman’s recent FIVE stock transactions open-market buys or sells?

The transactions were not open-market trades. They were stock grants to Maureen Gellerman as compensation, with 68 shares withheld to pay taxes. No Form 4 entry reflects an open-market purchase or sale of Five Below shares in this disclosure.

How many FIVE BELOW, INC shares does the CHRO hold after these Form 4 transactions?

Following the reported transactions, Maureen Gellerman directly holds 12,590 shares of Five Below common stock. This figure reflects the newly granted shares net of 68 shares that were withheld to cover associated tax liabilities on the equity awards.

What does the tax withholding transaction at $235.17 mean for FIVE CHRO Maureen Gellerman?

The tax withholding indicates 68 shares were surrendered at $235.17 per share to cover taxes on stock awards. This is classified as a tax-liability payment, not a discretionary sale, and is a common mechanism for handling taxes on equity compensation at Five Below.

How many stock grants did Maureen Gellerman receive in the latest FIVE Form 4 filing?

She received two separate stock grants. One award was for 935 shares and another for 234 shares of Five Below common stock, both recorded at a price of $0.00 per share, signifying equity compensation grants rather than cash purchases in the market.