Form 4: Five Below Director Acquires Shares as Compensation

Five Below, Inc. Director Dinesh S. Lathi acquired 156 shares of common stock as part of his non-employee director compensation policy.

Summary

• Director Dinesh S. Lathi acquired 156 shares of Five Below, Inc. common stock on February 2, 2026.
• The shares were acquired at a price of $197.8 per share.
• This acquisition was made in lieu of a quarterly retainer payment of $31,250.00, less applicable tax withholdings, consistent with the company's Compensation Policy for Non-Employee Directors.
• Following this transaction, Mr. Lathi beneficially owns a total of 13,102 shares of common stock.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as it indicates a director's continued equity ownership and alignment with shareholder interests, albeit as part of a routine compensation plan.

Positives

• Director Dinesh S. Lathi increased his direct ownership in Five Below, Inc. by 156 shares, demonstrating continued alignment with shareholder interests.
• The transaction is part of a pre-established compensation policy, indicating a structured and transparent approach to director remuneration.

Negatives

• No specific negative points are identified in this routine Form 4 filing.

Risks

• No specific risks are mentioned in this Form 4 filing, which primarily reports a change in beneficial ownership.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

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 $31,250.00, less applicable tax withholdings.

Industry Context

StockSavvy.ai notes that director compensation often includes equity components to align the interests of board members with those of shareholders. This practice is common across various retail and consumer discretionary sectors, encouraging long-term strategic focus and performance.

Comparison to Industry Standards

• The practice of compensating non-employee directors with equity, such as common stock in lieu of cash retainers, is a standard corporate governance practice observed across a wide range of publicly traded companies, including peers in the specialty retail sector like Dollar General (DG) or TJX Companies (TJX). This aligns director incentives with long-term shareholder value creation.
• The specific value of the quarterly retainer ($31,250) and the number of shares issued are consistent with typical compensation structures for directors of companies of similar market capitalization and operational complexity within the retail industry.

Corporate Governance

Related Party Transactions

• The transaction represents compensation paid to a director, which is a common form of related party transaction, executed under the company's established Compensation Policy for Non-Employee Directors.

Stakeholder Impact

• Shareholders: Increased director ownership can be seen as a positive signal, aligning director interests with long-term shareholder value.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• No specific future actions or milestones are mentioned in this Form 4 filing beyond the reported transaction.

Key Dates

Recommendation

This Form 4 filing reports a routine director compensation event, where shares were issued in lieu of a cash retainer. While it shows continued insider ownership, it does not present new material information that would significantly alter the investment thesis for Five Below, Inc. Therefore, a 'hold' recommendation is appropriate as this transaction is expected and does not indicate a change in company fundamentals or strategic direction.

Keywords

Five Below, FIVE, Dinesh Lathi, Director Compensation, Stock Acquisition, Insider Trading, Form 4, Beneficial Ownership