Five Below (NASDAQ: FIVE) CAO reports 3,935-share tax withholding

Rhea-AI Filing Summary

Five Below, Inc. chief accounting officer Eric M. Specter reported a code F transaction involving 3,935 shares of common stock on August 1, 2026. The shares were withheld at $217.13 per share to pay an exercise price or tax liability, leaving him with 40,982 shares held directly.

Insider Trade Summary

Net Seller: 3,935 shares

Net Sell 1 txn

Insider SPECTER ERIC M

Role CAO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	3,935	$217.13	$854K

Holdings After Transaction: Common Stock — 40,982 shares (Direct)

Key Figures

Shares withheld: 3,935 shares Price per share: $217.13 per share Shares held after transaction: 40,982 shares +1 more

4 metrics

Shares withheld 3,935 shares Code F disposition for exercise price or tax liability on 2026-08-01

Price per share $217.13 per share Valuation used for the withholding of 3,935 common shares

Shares held after transaction 40,982 shares Direct common stock holdings of Eric M. Specter following the transaction

Exercise price or tax liability events 1 transaction Number of code F exercise-price-or-tax-liability dispositions reported

Key Terms

exercise price or tax liability, withholding securities, Common Stock

3 terms

exercise price or tax liability financial

"Payment of exercise price or tax liability by delivering or withholding securities"

withholding securities financial

"Payment of exercise price or tax liability by delivering or withholding securities"

Common Stock financial

"security_title: Common Stock for the reported transaction"

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/04/2026 - 05:29 PM Accepted by SEC EDGAR 08/04/2026 - 05:29 PM Learn about SEC filing dates

FAQ

What insider transaction did Five Below (FIVE) report for Eric M. Specter?

Eric M. Specter, Five Below’s chief accounting officer, reported a code F disposition of 3,935 shares of common stock. The shares were withheld to satisfy an option exercise price or tax liability, not as an open-market purchase or sale.

How many Five Below (FIVE) shares were withheld and at what price?

A total of 3,935 Five Below common shares were withheld at $217.13 per share. This code F transaction reflects payment of an exercise price or tax liability by delivering or withholding shares rather than a regular market trade.

What does Form 4 transaction code F mean in the Five Below (FIVE) filing?

In this context, code F represents payment of an exercise price or tax liability by delivering or withholding securities. The Five Below transaction is categorized as an exercise-price-or-tax-liability disposition, not a standard buy or sell in the open market.

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

After the code F transaction, Eric M. Specter directly holds 40,982 shares of Five Below common stock. This figure reflects his post-transaction ownership position as reported, following the withholding of 3,935 shares for exercise price or tax obligations.

Was Eric M. Specter’s Five Below (FIVE) transaction under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox was not marked, indicating the reported code F transaction was not carried out under a pre-arranged trading plan but was instead reported as a discretionary withholding event.

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^*

SPECTER ERIC 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2026

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	08/01/2026		F		3,935	D	$217.13	40,982	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/ Kristen D. Han, Attorney-In-Fact for Eric M. Specter	08/04/2026
	** 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)