Form 4: Five Below CHRO Sells Shares for Tax Obligations

Five Below's Chief Human Resources Officer, Maureen Gellerman, sold 655 shares of common stock to cover tax liabilities.

Summary

• Maureen Gellerman, the Chief Human Resources Officer (CHRO) of Five Below, Inc. (FIVE), disposed of 655 shares of the company's common stock.
• The transaction occurred on January 23, 2026, with the shares sold at a price of $190.37 per share.
• This disposal was executed to satisfy tax withholding obligations related to equity compensation.
• The transaction was made pursuant to a Rule 10b5-1 plan, indicating it was pre-arranged.
• Following this transaction, Maureen Gellerman beneficially owns 11,508 shares of Five Below common stock.

Sentiment

Score: 5

Explanation: Neutral. The transaction is a routine tax-related sale under a Rule 10b5-1 plan, which is a common occurrence for executives and does not typically indicate a change in sentiment towards the company's prospects.

Positives

• The transaction was a non-discretionary sale for tax withholding purposes, rather than a discretionary sale, which is a routine event for executives receiving equity compensation.
• The sale was conducted under a Rule 10b5-1 plan, indicating a pre-scheduled transaction designed to avoid accusations of insider trading.

Negatives

• A reduction in the direct beneficial ownership of common stock by a key executive, although for a specific tax-related purpose.

Future Outlook

No forward-looking statements or guidance are provided in this insider transaction report.

Industry Context

This Form 4 filing reports a routine insider transaction and does not provide broader industry context or trends.

Stakeholder Impact

• Shareholders: Minimal impact as this is a routine, non-discretionary tax-related sale by an executive, not indicative of a change in company fundamentals or outlook.

Key Dates

Recommendation

The transaction reported is a non-discretionary sale of shares by a corporate officer to cover tax withholding obligations, executed under a pre-arranged Rule 10b5-1 plan. This type of transaction is routine and does not typically signal a change in the officer's confidence in the company or its future prospects. Therefore, it does not provide a basis for altering an existing investment recommendation.

Keywords

Five Below, FIVE, Form 4, Insider Transaction, Stock Sale, CHRO, Maureen Gellerman, Tax Withholding, Rule 10b5-1