FIVE Form 4: Director awarded 143 shares under board compensation

Rhea-AI Filing Summary

Five Below (FIVE) director Thomas M. Ryan reported a stock compensation transaction. On 11/03/2025, he acquired 143 shares of common stock at $158.44 per share under the company’s Compensation Policy for Non-Employee Directors, issued in lieu of a quarterly cash retainer of $22,500, less applicable tax withholdings.

Following this transaction, the filing lists 1,682 shares beneficially owned directly and 117,140 shares owned indirectly as Trustee.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider RYAN THOMAS M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	143	$158.44	$23K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,682 shares (Direct); Common Stock — 117,140 shares (Indirect, As Trustee)

Footnotes (1)

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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 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		143	A	$158.44(1)	1,682	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	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.

FAQ

What did FIVE director Thomas M. Ryan report on Form 4?

He acquired 143 shares of Five Below common stock on 11/03/2025 as part of director compensation.

What price and consideration were involved in the FIVE Form 4?

The shares were valued at $158.44 per share, issued in lieu of a $22,500 quarterly retainer, less tax withholdings.

How many FIVE shares does Thomas M. Ryan hold after the transaction?

The filing shows 1,682 shares held directly and 117,140 shares held indirectly as Trustee.

Was this a market purchase or compensation grant for FIVE?

It was a compensation grant under Five Below’s policy for non-employee directors.

What is the issuer involved in this Form 4?

The issuer is Five Below, Inc. (FIVE).

What role does the reporting person have at FIVE?

Thomas M. Ryan is a Director of Five Below, Inc.