Form 4: Five Below Director Acquires Shares as Compensation

Five Below, Inc. Director Richard L. Markee acquired 112 shares of common stock as part of his non-employee director compensation policy.

Summary

• Richard L. Markee, a Director of Five Below, Inc. (FIVE), acquired 112 shares of common stock.
• The transaction occurred on February 2, 2026.
• The 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.
• The shares were valued at $197.8 per share at the time of acquisition.
• Following this transaction, Mr. Markee beneficially owns 16,233 shares of Five Below, Inc. common stock directly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, reflecting a standard compensation practice for a non-employee director. It does not indicate any significant positive or negative operational or financial developments for the company.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that routine equity grants to non-employee directors are a common practice across publicly traded companies, aligning director interests with those of shareholders. This particular transaction reflects a standard compensation mechanism within the retail sector.

Comparison to Industry Standards

• The practice of compensating non-employee directors with equity is a widely adopted corporate governance standard, seen in companies like Target (TGT) and Dollar General (DG), which also use stock grants to incentivize long-term commitment and performance alignment.
• The specific value of the retainer and the number of shares granted are consistent with compensation structures for directors at similar-sized retail companies, ensuring competitive remuneration for board service.

Related Party Transactions

• The issuance of shares to Director Richard L. Markee in lieu of a cash retainer is a related party transaction, executed under the company's Compensation Policy for Non-Employee Directors.

Stakeholder Impact

• Shareholders: The transaction slightly increases the director's ownership stake, aligning his interests more closely with shareholders. The issuance of shares represents a minor dilution, but it is a standard part of director compensation.

Key Dates

Recommendation

This Form 4 filing details a routine compensation-related stock acquisition by a director and does not provide new information that would alter the fundamental investment thesis for Five Below, Inc. It is a standard corporate governance event and does not warrant a change in investment recommendation based solely on this disclosure.

Keywords

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