Form 4: FIVE Below Director Acquires Stock as Compensation

Five Below Director Richard L. Markee acquired 141 shares of common stock on November 3, 2025, as part of his non-employee director compensation policy.

Summary

• Richard L. Markee, a Director of Five Below, Inc. (FIVE), acquired 141 shares of common stock.
• The transaction occurred on November 3, 2025.
• The shares were acquired at a price of $158.44 per share.
• This acquisition was 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, Markee directly beneficially owns 16,121 shares of Five Below common stock.

Sentiment

Score: 6

Explanation: Slightly positive as a director is increasing their stake, even if it's compensation. It shows continued alignment with the company's performance.

Positives

• Director Richard L. Markee increased his direct beneficial ownership in Five Below, Inc. by 141 shares.
• The acquisition demonstrates alignment of director interests with shareholder interests, as compensation is partly in equity.

Negatives

• No specific negatives are indicated in this routine compensation filing.

Risks

• No specific risks are mentioned in this Form 4 filing.

Future Outlook

Not applicable, as this filing reports a past insider transaction and does not contain forward-looking statements or guidance.

Industry Context

This routine insider transaction reflects a standard practice of compensating non-employee directors with equity, aligning their interests with long-term company performance. It does not provide specific insights into broader industry trends or competitive landscape.

Comparison to Industry Standards

• Compensating non-employee directors with equity, such as common stock, is a widely accepted corporate governance practice across various industries, including retail.
• This aligns director incentives with shareholder value creation.
• Many companies, including peers in the specialty retail sector, utilize similar compensation structures for their independent directors.

Corporate Governance

Related Party Transactions

• The acquisition of shares by Director Richard L. Markee from Five Below, Inc. as part of his compensation constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The increase in director ownership may be viewed positively as it aligns the director's financial interests with those of the shareholders.
• Employees/Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this routine insider transaction.

Next Steps

• No specific future actions, events, or milestones are mentioned in this Form 4 filing.

Key Dates

Recommendation

This Form 4 filing reports a routine insider transaction where a director received shares as part of their compensation. While it indicates continued alignment of interests, it does not present new information that would fundamentally alter the investment thesis for Five Below, Inc. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals rather than this specific filing.

Keywords

Five Below, FIVE, Richard L. Markee, Director, Insider Transaction, Stock Acquisition, Compensation, Form 4, Equity, Retail