Form 4: Five Below GC Acquires Shares Under 10b5-1 Plan

Ronald Masciantonio, EVP and General Counsel of Five Below, acquired 158 shares of common stock under a Rule 10b5-1 plan.

Summary

• Ronald J. Masciantonio, Executive Vice President and General Counsel of Five Below, Inc. (FIVE), reported a change in beneficial ownership.
• On September 16, 2025, Masciantonio acquired 158 shares of Five Below common stock.
• The acquisition was reported with a transaction price of $0, indicating a grant or vesting of shares rather than a direct purchase.
• Following this transaction, Masciantonio beneficially owns a total of 10,016 shares of Five Below common stock.
• The transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 6

Explanation: Neutral to slightly positive. An executive increasing their stake, even through a grant, generally aligns interests with shareholders. No negative information is present, and the transaction is routine.

Positives

• An executive increasing their direct equity stake in the company, even through a grant, generally aligns their interests more closely with those of shareholders.
• The transaction was executed under a Rule 10b5-1 plan, which indicates a pre-scheduled, non-discretionary acquisition, enhancing transparency.

Future Outlook

This filing, a Form 4, reports an insider transaction and does not contain forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This is a routine insider transaction report and does not provide broader industry context or trends. It reflects an individual executive's equity activity within the company.

Corporate Governance

Stakeholder Impact

• Shareholders: The increased equity ownership by a key executive may be viewed positively as it further aligns management's financial interests with those of the shareholders.

Key Dates

Recommendation

This Form 4 reports a routine acquisition of shares by an executive, likely a grant or vesting. While it increases the executive's stake and aligns interests, it does not provide new fundamental information about the company's performance or strategic direction to warrant a change in investment recommendation. Investors should consider broader company fundamentals and market conditions.

Keywords

Five Below, FIVE, Insider Transaction, Stock Acquisition, Ronald Masciantonio, EVP General Counsel, Form 4, Equity Ownership, 10b5-1 Plan