Five Below (FIVE) director receives 96-share stock retainer grant

Rhea-AI Filing Summary

RYAN THOMAS M reported acquisition or exercise transactions in this Form 4 filing.

Five Below, Inc. director Thomas M. Ryan received a grant of 96 shares of Common Stock on May 4, 2026. The shares were issued under the company’s Compensation Policy for Non-Employee Directors in lieu of a $22,500 quarterly cash retainer, valued at $231.10 per share before tax withholdings. After this grant, Ryan beneficially owns 119,030 shares, including shares held in his revocable trust.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider RYAN THOMAS M

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	96	$231.10	$22K

Holdings After Transaction: Common Stock — 119,030 shares (Direct, null)

Footnotes (1)

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. Includes shares held by the reporting person's revocable trust.

Key Figures

Stock grant size: 96 shares Grant price per share: $231.10 per share Quarterly retainer value: $22,500 +1 more

4 metrics

Stock grant size 96 shares Common Stock grant on May 4, 2026

Grant price per share $231.10 per share Valuation used for the stock retainer grant

Quarterly retainer value $22,500 Director quarterly retainer satisfied in stock, before tax withholdings

Post-transaction holdings 119,030 shares Shares beneficially owned after grant, including revocable trust

Key Terms

Form 4, Common Stock, Compensation Policy for Non-Employee Directors, quarterly retainer payment, +1 more

5 terms

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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.

Compensation Policy for Non-Employee Directors financial

"pursuant to the Five Below, Inc. Compensation Policy for Non-Employee Directors"

quarterly retainer payment financial

"in lieu of a quarterly retainer payment of $22,500.00"

revocable trust financial

"Includes shares held by the reporting person's revocable trust."

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

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^*

RYAN THOMAS M

(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)
05/04/2026

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	05/04/2026		A		96	A	$231.1(1)	119,030(2)	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 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.

2. Includes shares held by the reporting person's revocable trust.

	s/ Kenneth R. Bull, as Attorney-In-Fact for Thomas M. Ryan	05/06/2026
	** 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 director Thomas M. Ryan report?

Thomas M. Ryan reported receiving 96 shares of Five Below common stock. The shares were granted as part of his non-employee director compensation, replacing a quarterly cash retainer, and represent an acquisition rather than an open-market purchase or sale.

How many Five Below (FIVE) shares did the director receive and at what value?

He received 96 shares of common stock valued at $231.10 per share. The total grant corresponds to a $22,500 quarterly retainer paid in stock instead of cash, before any applicable tax withholdings were applied.

Why did Five Below (FIVE) grant shares to the director instead of cash?

The shares were issued under Five Below’s Compensation Policy for Non-Employee Directors. This policy allows quarterly retainer payments, here $22,500, to be satisfied with common stock grants rather than cash, aligning director compensation partly with equity.

How many Five Below (FIVE) shares does Thomas M. Ryan hold after this grant?

Following the grant, Thomas M. Ryan beneficially owns 119,030 shares of Five Below common stock. This total includes both shares he holds directly and shares held through his revocable trust, as noted in the filing footnotes.

Was this Five Below (FIVE) insider transaction a market buy or sell?

It was not a market buy or sell. The Form 4 reports an “A” code grant, meaning shares were acquired as a compensation award. They were issued in lieu of a cash retainer, rather than purchased or sold on the open market.

How is tax handled for the Five Below (FIVE) director’s stock retainer grant?

The filing states the 96-share grant equaled a $22,500 quarterly retainer, less applicable tax withholdings. This indicates that taxes are withheld in connection with the stock award, reducing the net value the director ultimately receives.