Five Below (FIVE) CAO sells 8,500 shares of stock after Form 4 filing

Rhea-AI Filing Summary

Five Below, Inc. chief accounting officer Eric M. Specter reported selling a total of 8,500 shares of the company’s common stock on January 13, 2026. The sales were executed in three transactions: 7,026 shares at a weighted average price of $201.0159, 1,464 shares at a weighted average price of $201.7978, and 10 shares at $202.82. The filing notes that the first block was sold in multiple trades between $200.4500 and $201.3974, and the second between $201.4800 and $202.0720.

After these sales, Specter directly beneficially owned 45,724 shares of Five Below common stock. All transactions were reported as open-market sales of non-derivative common shares.

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

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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^*

SPECTER ERIC 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2026

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	01/13/2026		S		7,026	D	$201.0159(1)	47,198	D
Common Stock	01/13/2026		S		1,464	D	$201.7978(2)	45,734	D
Common Stock	01/13/2026		S		10	D	$202.82	45,724	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 price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.4500 to $201.3974 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.4800 to $202.0720 inclusive.

	/s/ Kenneth R. Bull, Attorney-In-Fact for Eric M. Specter	01/15/2026
	** 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) report for Eric M. Specter?

The chief accounting officer, Eric M. Specter, reported open-market sales totaling 8,500 shares of Five Below common stock on January 13, 2026.

At what prices did Eric M. Specter sell Five Below (FIVE) shares?

Specter sold 7,026 shares at a weighted average price of $201.0159, 1,464 shares at $201.7978, and 10 shares at $202.82. The larger blocks were executed in multiple trades within disclosed price ranges.

How many Five Below (FIVE) shares does Eric M. Specter own after the sale?

Following the reported transactions, Eric M. Specter beneficially owned 45,724 shares of Five Below common stock directly.

Were the reported Five Below (FIVE) insider trades single-priced or multiple trades?

The first two transactions used weighted average prices. The 7,026-share block was sold between $200.4500 and $201.3974, and the 1,464-share block between $201.4800 and $202.0720, across multiple trades.

What role does Eric M. Specter hold at Five Below (FIVE)?

Eric M. Specter is identified as an officer of Five Below, serving as the company’s chief accounting officer (CAO).

What type of securities did Eric M. Specter trade in this Five Below (FIVE) filing?

All reported transactions involved non-derivative common stock of Five Below, with no derivative securities listed in the transaction tables.