Form 4: Five Below Director Acquires Shares as Compensation

Five Below, Inc. Director Mimi Eckel Vaughn acquired 155 shares of common stock valued at $136.53 per share as part of her compensation.

Summary

• Director Mimi Eckel Vaughn acquired 155 shares of Five Below, Inc. common stock.
• The transaction occurred on August 4, 2025, with shares priced at $136.53 each.
• The acquisition was part of the company's Compensation Policy for Non-Employee Directors.
• These shares were issued in lieu of a quarterly retainer payment of $22,500.00, before tax withholdings.
• Following this transaction, Mimi Eckel Vaughn beneficially owns 4,511 shares of Five Below common stock.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While a routine compensation event, it signifies a director increasing their stake in the company, which is generally viewed favorably as it aligns interests with shareholders. There are no negative implications from this specific filing.

Positives

• Increases director's direct ownership in the company, aligning interests with shareholders.
• Demonstrates the company's use of equity compensation for non-employee directors, a common practice to incentivize long-term performance.

Future Outlook

NA

Management Comments

• 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.

Industry Context

This transaction reflects a standard practice within the retail industry, where non-employee directors often receive a portion of their compensation in company stock to align their interests with long-term shareholder value. Five Below's use of equity compensation is consistent with corporate governance trends aimed at fostering insider ownership.

Comparison to Industry Standards

• Issuing equity in lieu of cash for director compensation is a common practice across various industries, including specialty retail, and is generally viewed as a positive for corporate governance as it aligns director interests with shareholder returns.
• Companies like Target (TGT) and Dollar General (DG) also utilize a mix of cash and equity for non-employee director compensation, though the specific ratios and values vary based on company size, profitability, and compensation policies.
• The specific value of the quarterly retainer ($22,500) and the number of shares issued (155) are specific to Five Below's compensation structure and reflect the company's valuation at the time of the transaction.

Corporate Governance

Related Party Transactions

• Acquisition of shares by a director (Mimi Eckel Vaughn) from the company (Five Below, Inc.) as part of her compensation, which constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholders due to increased equity ownership.

Key Dates

Recommendation

This Form 4 filing details a routine compensation-related stock acquisition by a director. It indicates alignment of interests but does not provide new fundamental information or significant strategic shifts that would warrant a change in investment recommendation. It's a neutral to slightly positive signal, reinforcing a 'hold' position for investors already in the stock.

Keywords

Five Below, FIVE, SEC Form 4, Insider Trading, Director Compensation, Equity Compensation, Stock Acquisition, Retail, Specialty Retail