Five Below (FIVE) director Markee sells 3,000 shares in open-market trade

Rhea-AI Filing Summary

Five Below, Inc. director Richard L. Markee reported an open-market sale of company stock. On this Form 4, he sold 3,000 shares of Five Below common stock in a transaction dated March 26, 2026, at a price of $232.04 per share. After the sale, he directly owned 13,233 shares of common stock.

Insider Trade Summary

Net Seller: 3,000 shares ($696,120)

Net Sell 1 txn

Insider MARKEE RICHARD L

Role Director

Sold 3,000 shs ($696K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,000	$232.04	$696K

Holdings After Transaction: Common Stock — 13,233 shares (Direct)

Footnotes (1)

Key Figures

Shares sold: 3,000 shares Sale price per share: $232.04 per share Shares owned after sale: 13,233 shares +1 more

4 metrics

Shares sold 3,000 shares Open-market sale of common stock on March 26, 2026

Sale price per share $232.04 per share Reported transaction price for the 3,000-share sale

Shares owned after sale 13,233 shares Directly held Five Below common stock following the transaction

Net insider share change -3,000 shares Net-sell direction from the Form 4 transaction summary

Key Terms

Common Stock, open-market sale, Sale in open market or private transaction, net-sell

4 terms

Common Stock financial

"security_title: "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

open-market sale financial

"transaction_action: "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Sale in open market or private transaction financial

"transaction_code_description: "Sale in open market or private transaction""

net-sell financial

"netBuySellDirection: "net-sell""

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^*

MARKEE RICHARD L

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

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	03/26/2026		S		3,000	D	$232.04	13,233	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/ Kenneth R. Bull, as Attorney-In-Fact for Richard L. Markee	03/30/2026
	** 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 transaction did Five Below (FIVE) director Richard L. Markee report?

Richard L. Markee reported selling 3,000 shares of Five Below common stock. The transaction was an open-market sale at a reported price of $232.04 per share on March 26, 2026, and reflects a routine change in his directly held share position.

How many Five Below (FIVE) shares does Richard L. Markee hold after this Form 4 sale?

After the reported sale, Richard L. Markee directly owns 13,233 shares of Five Below common stock. This figure comes from the post-transaction ownership line in the Form 4 and shows his remaining direct equity stake following the 3,000-share open-market sale.

Was the Five Below (FIVE) insider transaction an open-market sale or another type of trade?

The transaction was classified as an open-market sale of common stock. The Form 4 uses transaction code "S" and describes the action as a sale in the open market or a private transaction at a reported price of $232.04 per share.

Does the Five Below (FIVE) Form 4 show any option exercises or derivative transactions?

This Form 4 does not report any derivative or option exercises. The filing lists only one non-derivative transaction, an open-market sale of 3,000 shares of common stock, and shows no remaining derivative positions in the derivative summary section.

What does the net share change in this Five Below (FIVE) Form 4 indicate?

The Form 4 shows a net-sell direction of 3,000 shares. This means Markee’s directly held position decreased by 3,000 shares through the reported open-market sale, while his direct holdings after the trade are disclosed as 13,233 shares of common stock.