Form 4: Five Below Director Acquires Shares

Five Below Director Mimi Eckel Vaughn acquired 113 shares of common stock in lieu of a quarterly retainer payment.

Summary

• Mimi Eckel Vaughn, a Director at Five Below, Inc. (FIVE), acquired 113 shares of common stock.
• The transaction occurred on February 2, 2026, at a price of $197.8 per share.
• These shares were issued as part of the Five Below, Inc. Compensation Policy for Non-Employee Directors.
• The acquisition was in lieu of a quarterly retainer payment totaling $22,500.00, less applicable tax withholdings.
• Following this transaction, Mimi Eckel Vaughn beneficially owns 4,766 shares of Five Below common stock directly.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive event. While a routine compensation, the director's increased equity stake signals continued alignment with shareholder interests, which is generally favorable.

Positives

• The acquisition of shares by a director increases their direct ownership stake, aligning their interests more closely with those of long-term shareholders.
• Compensating directors with equity is a common corporate governance practice that encourages a focus on sustained company performance.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

StockSavvy.ai notes that compensating non-employee directors with equity is a common practice across industries, including retail, as it aligns director interests with long-term shareholder value. This approach is consistent with governance best practices seen in companies like Target (TGT) or Walmart (WMT), which also utilize equity components in their non-executive director compensation schemes.

Comparison to Industry Standards

• Compensating non-employee directors with equity, such as common stock, is a widely adopted practice among publicly traded companies, including major retailers.
• This method is consistent with corporate governance trends observed in peers like Dollar General (DG) and TJX Companies (TJX), which often include stock awards as a significant portion of director remuneration.
• The specific value of the retainer and the number of shares issued are within typical ranges for non-executive director compensation at companies of Five Below's market capitalization.

Corporate Governance

Stakeholder Impact

• Shareholders: Benefit from increased alignment of director interests with long-term company performance and shareholder value.

Key Dates

Recommendation

The acquisition of shares by a director, even as part of a compensation package, is a positive signal of confidence and alignment with shareholder interests. However, given it's a routine compensation event rather than a discretionary open-market purchase, and the relatively small number of shares, it does not warrant a 'buy' recommendation on its own. It reinforces a 'hold' position for existing investors.

Keywords

Five Below, FIVE, Insider Transaction, Form 4, Director Compensation, Equity Compensation, Stock Acquisition