Form 4: Five Below Director Acquires Shares as Compensation

Five Below Director Thomas M. Ryan acquired 143 shares of common stock as part of his compensation, valued at $158.44 per share.

Summary

• Thomas M. Ryan, a Director of Five Below, Inc. (FIVE), acquired 143 shares of common stock.
• The transaction occurred on November 3, 2025, with shares priced at $158.44 each.
• The shares were issued in lieu of a quarterly retainer payment of $22,500.00, less applicable tax withholdings, as per the Five Below, Inc. Compensation Policy for Non-Employee Directors.
• Following this transaction, Thomas M. Ryan directly owns 1,682 shares of common stock.
• Additionally, Thomas M. Ryan indirectly owns 117,140 shares of common stock as Trustee.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. While a routine compensation event, a director receiving shares as part of their compensation indicates continued alignment with shareholder interests and confidence in the company's equity value. It is not a discretionary purchase, but still adds to insider ownership.

Positives

• A director increasing their ownership in the company, even through compensation, aligns their interests with those of shareholders.
• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-arranged, systematic approach to share acquisition.

Future Outlook

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

Industry Context

This insider transaction reflects a routine compensation event for a director, which is common across various industries. It does not provide specific insights into broader industry trends or competitive positioning, but rather indicates the company's standard practice for non-employee director compensation.

Related Party Transactions

• The issuance of shares to Thomas M. Ryan, a Director, in lieu of a cash retainer payment constitutes a related party transaction as it involves compensation from the company to a member of its board.

Stakeholder Impact

• Shareholders: Increased director ownership, even through compensation, can be viewed positively as it aligns management interests with shareholder value.
• Employees: No direct impact mentioned.

Key Dates

Keywords

Five Below, FIVE, Insider Trading, Form 4, Director Compensation, Stock Acquisition, Equity Compensation, Thomas M. Ryan, Retail