Five Below (FIVE) director Thomas M. Ryan receives 112-share stock retainer

Rhea-AI Filing Summary

Five Below, Inc. director Thomas M. Ryan received a stock grant instead of cash board fees. On February 2, 2026, he was issued 112 shares of common stock at $197.80 per share under the company’s compensation policy for non-employee directors in lieu of a $22,500 quarterly retainer, before tax withholdings. After this grant, he beneficially owns 1,794 shares directly and 117,140 shares indirectly as trustee.

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^*

RYAN THOMAS M

(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)
02/02/2026

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	02/02/2026		A		112	A	$197.8(1)	1,794	D
Common Stock								117,140	I	As Trustee

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 shares were issued to the reporting person pursuant to the Five Below, Inc. Compensation Policy for Non-Employee Directors in lieu of a quarterly retainer payment of $22,500.00, less applicable tax withholdings.

	s/ Kenneth R. Bull, as Attorney-In-Fact for Thomas M. Ryan	02/04/2026
	** 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.

FAQ

What insider transaction did Five Below (FIVE) disclose for Thomas M. Ryan?

Five Below disclosed that director Thomas M. Ryan received 112 shares of common stock on February 2, 2026. The grant was issued under the non-employee director compensation policy instead of paying his $22,500 quarterly cash retainer, before applicable tax withholdings.

How many Five Below (FIVE) shares did Thomas M. Ryan receive and at what price?

Thomas M. Ryan received 112 shares of Five Below common stock valued at $197.80 per share. These shares were granted as part of his non-employee director compensation in lieu of a $22,500 quarterly cash retainer, subject to normal tax withholdings.

How many Five Below (FIVE) shares does Thomas M. Ryan own after this Form 4 transaction?

After the transaction, Thomas M. Ryan beneficially owns 1,794 Five Below shares directly. He also beneficially owns 117,140 additional shares indirectly in a trustee capacity, according to the ownership details reported in the Form 4 filing.

Why did Five Below (FIVE) issue shares to director Thomas M. Ryan?

Five Below issued shares to Thomas M. Ryan under its Compensation Policy for Non-Employee Directors. The 112 shares were granted instead of paying his $22,500 quarterly cash retainer, providing equity-based board compensation rather than a traditional cash payment.

Is the Thomas M. Ryan transaction in Five Below (FIVE) a purchase or a grant?

The transaction is a stock grant, not an open-market purchase. Ryan received 112 shares of Five Below common stock as compensation in lieu of his $22,500 quarterly cash retainer under the company’s non-employee director compensation policy.