Form 4: FIVE Below Director Mimi Vaughn Acquires Stock

Five Below Director Mimi Eckel Vaughn acquired 142 shares of common stock as part of her non-employee director compensation.

Summary

• Mimi Eckel Vaughn, a Director at Five Below, Inc. (FIVE), acquired 142 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, as per the Five Below, Inc. Compensation Policy for Non-Employee Directors, less applicable tax withholdings.
• Following this acquisition, Mimi Eckel Vaughn beneficially owns 4,653 shares of Five Below common stock directly.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive. While a routine compensation event, the acquisition of shares by a director increases insider ownership, which is generally viewed favorably as it aligns the director's interests with those of shareholders.

Positives

• The acquisition of shares by a director increases insider ownership, which can align management and shareholder interests.
• The transaction is part of a pre-established compensation policy, indicating a structured approach to director remuneration.

Future Outlook

This filing does not contain forward-looking statements or guidance, as it reports a past insider transaction.

Industry Context

Director compensation often includes equity components to align the interests of non-employee directors with those of shareholders. This practice is common across various industries, including retail, where Five Below operates.

Comparison to Industry Standards

• The practice of compensating non-employee directors with equity, such as common stock, is a standard corporate governance practice across most publicly traded companies, including those in the retail sector like Target or Dollar General.
• Issuing shares in lieu of cash retainers is a common method to conserve cash while still providing competitive compensation and fostering long-term commitment.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased insider ownership may be viewed positively as it aligns director interests with shareholder value creation.
• Employees: No direct impact mentioned.

Key Dates

Keywords

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