FIVE Form 4: Director receives 141-share retainer grant, now 16,121

Rhea-AI Filing Summary

Five Below (FIVE) reported an insider equity transaction by Director Richard L. Markee. On 11/03/2025, he acquired 141 shares of common stock at $158.44 per share (Code A). The shares were issued under the company’s Compensation Policy for Non-Employee Directors in lieu of a $22,500 quarterly retainer, less tax withholdings. Following the grant, he beneficially owns 16,121 shares, held directly.

Insider Trade Summary

Net Buyer: 141 shares

Net Buy 1 txn

Insider MARKEE RICHARD L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	141	$158.44	$22K

Holdings After Transaction: Common Stock — 16,121 shares (Direct)

Footnotes (1)

1. F1. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/05/2025 - 04:41 PM Learn about SEC filing dates

FAQ

What did Five Below (FIVE) disclose in this Form 4?

Director Richard L. Markee acquired 141 shares of common stock on 11/03/2025.

At what price were the shares recorded for the Five Below (FIVE) grant?

The transaction lists a price of $158.44 per share.

Why were the shares issued to the Five Below (FIVE) director?

They were issued under the Compensation Policy for Non-Employee Directors in lieu of a $22,500 quarterly retainer, less tax withholdings.

How many Five Below (FIVE) shares does the reporting person own after the transaction?

He beneficially owns 16,121 shares following the transaction.

What was the transaction code in the Five Below (FIVE) Form 4?

The filing shows Code A, indicating an acquisition.

Is the ownership direct or indirect for the Five Below (FIVE) shares?

The filing lists Direct (D) ownership.

Who is the reporting person in this Five Below (FIVE) Form 4?

The reporting person is Richard L. Markee, a Director.

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 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)
11/03/2025

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	11/03/2025		A		141	A	$158.44(1)	16,121	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.

	/s/ Kenneth R. Bull, as Attorney-In-Fact for Richard L. Markee	11/05/2025
	** 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.