Form 4: Five Below Director Acquires Shares as Compensation

Five Below Director Kathleen S. Barclay acquired 112 shares of common stock as part of her compensation, increasing her direct beneficial ownership to 9,326 shares.

Summary

• Kathleen S. Barclay, a Director of Five Below, Inc., acquired 112 shares of common stock.
• The transaction occurred on February 2, 2026, at a price of $197.8 per share.
• These shares were issued in lieu of a quarterly retainer payment of $22,500.00, less applicable tax withholdings, as per the company's Compensation Policy for Non-Employee Directors.
• Following this transaction, Ms. Barclay directly owns 9,326 shares of Five Below common stock.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as it indicates a director's continued equity stake and alignment with shareholder interests, though it's a routine compensation event rather than an open market purchase.

Positives

• A director received company stock as part of their compensation, aligning their interests with shareholders.
• The acquisition increases the director's direct beneficial ownership to 9,326 shares.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider transactions, particularly acquisitions by directors, are often viewed positively by the market as they signal confidence in the company's future performance. This aligns with common practices in director compensation across various industries, where equity grants are used to align leadership interests with shareholder value.

Comparison to Industry Standards

• The practice of compensating non-employee directors with equity, such as common stock, is a standard corporate governance practice across many industries, including retail. Companies like Target (TGT) and Dollar General (DG) also utilize equity components in their non-executive director compensation packages to align director incentives with long-term shareholder value.
• The specific value of the retainer ($22,500 quarterly) and the number of shares issued (112 at $197.8) are within typical ranges for non-employee director compensation at companies of similar market capitalization and industry standing.

Corporate Governance

Related Party Transactions

• The issuance of common stock to Director Kathleen S. Barclay in lieu of a quarterly retainer payment is a related party transaction, conducted under the company's established Compensation Policy for Non-Employee Directors.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholders due to equity ownership.
• Management: Reinforces the existing compensation structure for non-employee directors.

Key Dates

Recommendation

This Form 4 filing details a routine compensation event for a non-employee director, where shares were issued in lieu of a cash retainer. While it shows continued alignment of director interests with shareholders, it does not present new information that would fundamentally alter the investment thesis for Five Below. It's a standard operational disclosure and does not warrant a change in investment recommendation based solely on this filing.

Keywords

Five Below, FIVE, Kathleen S. Barclay, Director, Stock Acquisition, Insider Transaction, Form 4, Compensation, Equity