Form 4: Five Below Director Receives Stock Compensation
Insider Transaction Report
Five Below Director Kathleen Barclay received 141 shares of common stock valued at $158.44 per share as part of her quarterly retainer payment.
Summary
- Kathleen S. Barclay, a Director of Five Below, Inc. (FIVE), acquired 141 shares of common stock.
- The transaction occurred on November 3, 2025, with shares priced at $158.44 each.
- 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 beneficially owns a total of 11,414 shares of Five Below common stock.
Sentiment
Score: 6
Explanation: The sentiment is slightly positive as a director receiving stock compensation aligns their interests with shareholders, which is generally viewed favorably. It is a routine, expected transaction, not indicative of significant operational changes.
Positives
- The acquisition of shares by a director aligns their interests with those of shareholders, promoting long-term value creation.
- The use of stock as compensation for non-employee directors is a common practice that can enhance corporate governance by fostering a sense of ownership among board members.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Policy Application | Shares were issued to the reporting person pursuant to the Five Below, Inc. Compensation Policy for Non-Employee Directors. | 11/03/2025 | This demonstrates the ongoing application of the company's established compensation framework for its non-executive board members, promoting alignment of interests with shareholders. |
Related Party Transactions
- The issuance of 141 shares of common stock to Director Kathleen S. Barclay in lieu of a quarterly retainer payment constitutes a related party transaction, executed under the company's Compensation Policy for Non-Employee Directors.
Stakeholder Impact
- Shareholders: The transaction results in a minor increase in outstanding shares (dilution) but also strengthens the alignment of a director's financial interests with shareholder value.
- Director (Kathleen S. Barclay): Receives compensation in the form of company equity, linking her personal wealth directly to the company's stock performance.
Key Dates
| Date | Description |
|---|---|
| 11/03/2025 | Date of transaction where shares were acquired. |
| 11/05/2025 | Date the Form 4 was signed by the reporting person's attorney-in-fact. |
Keywords
Five Below, FIVE, Form 4, Insider Transaction, Director Compensation, Stock Acquisition, Corporate Governance
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.