FIVE / Five Below, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Five Below, Inc.
US ˙ NasdaqGS ˙ US33829M1018

Mga Batayang Estadistika
LEI 529900AAXP5Z6BGI7418
CIK 1177609
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Five Below, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 28, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 2, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Belo

August 27, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2025 FIVE BELOW, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2025 FIVE BELOW, INC.

August 27, 2025 EX-99.1

Five Below, Inc. Announces Second Quarter Fiscal 2025 Financial Results Q2 Net Sales Increase of 23.7% to $1.0 Billion; Comparable Sales Increase of 12.4% Q2 GAAP Diluted EPS of $0.77, Q2 Adjusted Diluted EPS of $0.81 Increases Full Year 2025 Sales a

NEWS RELEASE Five Below, Inc. Announces Second Quarter Fiscal 2025 Financial Results Q2 Net Sales Increase of 23.7% to $1.0 Billion; Comparable Sales Increase of 12.4% Q2 GAAP Diluted EPS of $0.77, Q2 Adjusted Diluted EPS of $0.81 Increases Full Year 2025 Sales and EPS Guidance PHILADELPHIA, PA – (August 27, 2025) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the second q

June 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 12, 2025 FIVE BELOW, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 12, 2025 FIVE BELOW, INC.

June 5, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 3, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Below,

June 4, 2025 EX-99.1

Five Below, Inc. Announces First Quarter Fiscal 2025 Financial Results Q1 Net Sales Increase of 19.5% to $970.5 million; Comparable Sales Increase of 7.1% Q1 GAAP Diluted EPS of $0.75, Q1 Adjusted Diluted EPS of $0.86 Increases Full Year 2025 Sales G

NEWS RELEASE Five Below, Inc. Announces First Quarter Fiscal 2025 Financial Results Q1 Net Sales Increase of 19.5% to $970.5 million; Comparable Sales Increase of 7.1% Q1 GAAP Diluted EPS of $0.75, Q1 Adjusted Diluted EPS of $0.86 Increases Full Year 2025 Sales Guidance; Raises Low End of EPS Guidance Range Announces CFO Transition PHILADELPHIA, PA – (June 4, 2025) – Five Below, Inc. (NASDAQ: FIVE

June 4, 2025 EX-10.1

Letter Agreement, dated June 4, 2025, by and between Kristy Chipman and Five Below, Inc.

Exhibit 10.1 June 4, 2025 Ms. Kristy Chipman c/o Five Below, Inc. 701 Market Street, Suite 300 Philadelphia, PA 19106 Dear Kristy: Thank you for your devoted service to Five Below, Inc. (the “Company”). This letter agreement is intended to memorialize our discussions regarding the cessation of your employment with the Company. You will remain in your current role until June 6, 2025 (the “Cessation

June 4, 2025 EX-10.2

Consulting Agreement, dated as of June 12, 2025, by and between Thomas G. Vellios and Five Below, Inc.

Exhibit 10.2 CONSULTING AGREEMENT This CONSULTING AGREEMENT (together with the attached Business Terms Exhibit, the “Agreement”), is made as of June 12, 2025 (the “Effective Date”) by and between FIVE BELOW, INC., a Pennsylvania corporation (“Company”), and THOMAS G. VELLIOS, an individual (“Consultant”). Company desires to have the benefit of Consultant’s knowledge and experience, and Consultant

June 4, 2025 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2025 FIVE BELOW, INC.

May 2, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2025 FIVE BELOW, INC.

May 2, 2025 EX-99.1

Five Below Announces Planned Board Chair Transition Following 2025 Annual Meeting And Raises Outlook for First Quarter of 2025

Exhibit 99.1 Five Below Announces Planned Board Chair Transition Following 2025 Annual Meeting And Raises Outlook for First Quarter of 2025 PHILADELPHIA, PA, May 2, 2025 — Five Below, Inc. (NASDAQ: FIVE), the trend-right, high-quality extreme-value retailer for pre-teens and teens, announced that Tom Vellios, the Company’s co-founder and Executive Chair, will transition into an advisory role to th

May 2, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒      Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of t

May 2, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒      Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

March 20, 2025 EX-19.1

Five Below, Inc. Insider Trading Policy (filed herewith)

FIVE BELOW, INC. INSIDER TRADING POLICY This Insider Trading Policy (this “Policy”) has been adopted by the Board of Directors (the “Board”) of Five Below, Inc. (the “Company”). I.BACKGROUND The Board has adopted this Policy for our directors, officers, employees and consultants with respect to the trading of the Company’s securities, as well as the securities of certain other companies. Federal a

March 20, 2025 EX-21.1

List of Subsidiaries of the Company (filed herewith)

Exhibit 21.1 Exhibit 21.1 Subsidiary List 1616 Holdings, Inc., a Pennsylvania corporation 1616 Sourcing Holdco LLC, a Delaware limited liability company 1616 Holdings India Private Limited, an Indian private limited company

March 20, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 1, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Below, Inc. (Exact n

March 19, 2025 EX-99.1

Five Below, Inc. Announces Fourth Quarter and Fiscal 2024 Financial Results Net Sales Increase of 7.8% for Q4 and 10.4% for Fiscal 2024 ex the 53rd week GAAP Diluted EPS of $3.39 for Q4 and $4.60 for Fiscal 2024 Adjusted Diluted EPS of $3.48 for Q4 a

NEWS RELEASE Five Below, Inc. Announces Fourth Quarter and Fiscal 2024 Financial Results Net Sales Increase of 7.8% for Q4 and 10.4% for Fiscal 2024 ex the 53rd week GAAP Diluted EPS of $3.39 for Q4 and $4.60 for Fiscal 2024 Adjusted Diluted EPS of $3.48 for Q4 and $5.04 for Fiscal 2024 PHILADELPHIA, PA – (March 19, 2025) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the

March 19, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2025 FIVE BELOW, INC.

January 13, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 FIVE BELOW, INC.

January 13, 2025 EX-99.1

Five Below, Inc. Announces Holiday Sales Results for Quarter-To-Date Through January 4, 2025 Reiterates Fourth Quarter and Full Year Fiscal 2024 Guidance, with Sales in the Upper Half of the Range

NEWS RELEASE Five Below, Inc. Announces Holiday Sales Results for Quarter-To-Date Through January 4, 2025 Reiterates Fourth Quarter and Full Year Fiscal 2024 Guidance, with Sales in the Upper Half of the Range PHILADELPHIA, PA – (January 13, 2025) – Five Below, Inc. (NASDAQ: FIVE) ("Five Below" or the "Company") today announced net sales results for the quarter-to-date period from November 3, 2024

December 5, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 2, 2024. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five B

December 4, 2024 EX-10.2

Offer Letter, dated December 2 2024, by and between Five Below, Inc. and Thomas Vellios.

Exhibit 10.2 701 market street, suite 200 philadelphia, pa 19106 | p 215-546-7909 f 215-971-8494 www.fivebelow.com December 2, 2024 Tom Vellios Via email: [email protected] Dear Mr. Vellios, On behalf of Five Below, Inc. (the “Company”), I am proud to extend you an offer to serve as our Executive Chairman of the Board per the terms listed on Appendix A to this letter. Please carefully review this

December 4, 2024 EX-99.1

Five Below, Inc. Announces Third Quarter Fiscal 2024 Financial Results Q3 Net Sales Increase of 14.6% to $843.7 million; Comparable Sales Increase of 0.6% Q3 GAAP Diluted EPS of $0.03, Q3 Adjusted Diluted EPS of $0.42 Increases Full Year 2024 Guidanc

NEWS RELEASE Five Below, Inc. Announces Third Quarter Fiscal 2024 Financial Results Q3 Net Sales Increase of 14.6% to $843.7 million; Comparable Sales Increase of 0.6% Q3 GAAP Diluted EPS of $0.03, Q3 Adjusted Diluted EPS of $0.42 Increases Full Year 2024 Guidance PHILADELPHIA, PA – (December 4, 2024) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the third quarter and yea

December 4, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2024 FIVE BELOW, INC.

December 4, 2024 EX-10.1

Offer Letter, dated December 2, 2024, by and between Five Below, Inc. and Winnie Park.

Exhibit 10.1 701 market street, suite 200 philadelphia, pa 19106 | p 215-546-7909 f 215-971-8494 www.fivebelow.com December 2, 2024 Winnie Park Via email: [email protected] Dear Ms. Park, On behalf of Five Below, Inc. (the “Company”), I am proud to extend you an offer to join our Company! Details of your employment terms, including your compensation and benefits, are listed on Appendix A to t

December 4, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 FIVE BELOW, INC.

December 4, 2024 EX-99.1

Five Below, Inc. Names Winnie Park Chief Executive Officer Seasoned retail executive to lead next phase of growth for extreme-value retailer

Exhibit 99.1 Five Below, Inc. Names Winnie Park Chief Executive Officer Seasoned retail executive to lead next phase of growth for extreme-value retailer PHILADELPHIA, PA, December 4, 2024 – Five Below, Inc. (NASDAQ: FIVE), the trend-right, high-quality extreme-value retailer for teens and pre-teens, today announced the appointment of Winnie Park as Chief Executive Officer (CEO) and a member of it

September 18, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2024 FIVE BELOW, INC.

September 18, 2024 EX-10.1

Cessation Agreement, dated September 18 2024, by and between Five Below, Inc. and Michael F. Romanko.

Exhibit 10.1 701 market street, suite 300 philadelphia, pa 19106 | p 215-546-7909 f 215-971-8494 www.fivebelow.com September 18, 2024 Mr. Michael Romanko 11905 East Desert Willow Drive Scottsdale, AZ 85255 Dear Michael: We thank you for your years of service to Five Below, Inc. (the “Company”). This letter agreement is intended to memorialize our recent discussions regarding your upcoming retireme

August 29, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 3, 2024. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Bel

August 28, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2024 FIVE BELOW, INC.

August 28, 2024 EX-99.1

Five Below, Inc. Announces Second Quarter Fiscal 2024 Financial Results Q2 Net Sales Increase of 9.4% to $830.1 million Q2 GAAP Diluted EPS of $0.60, Q2 Adjusted Diluted EPS of $0.54 Updates Full Year 2024 Guidance

NEWS RELEASE Five Below, Inc. Announces Second Quarter Fiscal 2024 Financial Results Q2 Net Sales Increase of 9.4% to $830.1 million Q2 GAAP Diluted EPS of $0.60, Q2 Adjusted Diluted EPS of $0.54 Updates Full Year 2024 Guidance PHILADELPHIA, PA – (August 28, 2024) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the second quarter and year to date period ended August 3, 2024

August 2, 2024 8-K/A

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2024 FIVE BELOW, INC.

August 2, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2024 FIVE BELOW, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2024 FIVE BELOW, INC.

July 16, 2024 EX-99.1

Five Below, Inc. Announces CEO Transition Kenneth Bull, Chief Operating Officer, appointed interim President and CEO; Tom Vellios, Co-Founder and Chairman, appointed interim Executive Chairman; Board launches search for permanent CEO Company provides

Exhibit 99.1 Five Below, Inc. Announces CEO Transition Kenneth Bull, Chief Operating Officer, appointed interim President and CEO; Tom Vellios, Co-Founder and Chairman, appointed interim Executive Chairman; Board launches search for permanent CEO Company provides quarter-to-date sales results and updates guidance for the second quarter of fiscal 2024 PHILADELPHIA, July 16, 2024 – Five Below, Inc.

July 16, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2024 FIVE BELOW, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2024 FIVE BELOW, INC.

June 12, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 FIVE BELOW, INC.

June 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 4, 2024. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Below,

June 5, 2024 EX-99.1

Five Below, Inc. Announces First Quarter Fiscal 2024 Financial Results Q1 Net Sales Increase of 11.8% to $811.9 million GAAP Diluted EPS of $0.57; Adjusted Diluted EPS of $0.60 Updates Full Year 2024 Guidance

NEWS RELEASE Five Below, Inc. Announces First Quarter Fiscal 2024 Financial Results Q1 Net Sales Increase of 11.8% to $811.9 million GAAP Diluted EPS of $0.57; Adjusted Diluted EPS of $0.60 Updates Full Year 2024 Guidance PHILADELPHIA, PA – (June 5, 2024) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the first quarter ended May 4, 2024. For the first quarter ended May 4,

June 5, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 FIVE BELOW, INC.

May 2, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒      Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

May 2, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒      Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

March 21, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 3, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Below, Inc. (Exact n

March 21, 2024 EX-21.1

List of Subsidiaries of the Company (filed herewith)

Exhibit 21.1 Exhibit 21.1 Subsidiary List 1616 Holdings, Inc., a Pennsylvania corporation 1616 Sourcing Holdco LLC, a Delaware limited liability company 1616 Holdings India Private Limited, an Indian private limited company

March 20, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 FIVE BELOW, INC.

March 20, 2024 EX-99.1

Five Below, Inc. Announces Fourth Quarter and Fiscal 2023 Financial Results Q4 Net Sales Increase of 19% with a Comparable Sales Increase of 3.1%; Q4 EPS Increase of 19% Fiscal 2023 Net Sales Increase of 16% with a Comparable Sales Increase of 2.8%;

NEWS RELEASE Five Below, Inc. Announces Fourth Quarter and Fiscal 2023 Financial Results Q4 Net Sales Increase of 19% with a Comparable Sales Increase of 3.1%; Q4 EPS Increase of 19% Fiscal 2023 Net Sales Increase of 16% with a Comparable Sales Increase of 2.8%; Fiscal 2023 EPS Increase of 15% Provides First Quarter and Fiscal 2024 Guidance PHILADELPHIA, PA – (March 20, 2024) – Five Below, Inc. (N

February 13, 2024 SC 13G/A

FIVE / Five Below, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0947-fivebelowinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Five Below Inc Title of Class of Securities: Common Stock CUSIP Number: 33829M101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rul

January 24, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2024 FIVE BELOW, INC.

January 24, 2024 EX-99.1

Five Below Appoints Karen Bowman to Board of Directors

Exhibit 99.1 Five Below Appoints Karen Bowman to Board of Directors PHILADELPHIA, PA — January 24, 2024 — Five Below, Inc. (Nasdaq: FIVE), the trend-right, extreme-value brand for tweens, teens and beyond, announced the appointment of Karen Bowman to its Board of Directors, effective January 24, 2024. Following Ms. Bowman’s appointment, Five Below’s Board will increase to twelve directors, four of

January 8, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 FIVE BELOW, INC.

January 8, 2024 EX-99.1

Five Below, Inc. Announces Holiday Sales Results for Quarter-To-Date Through January 6, 2024 Total Sales Increased 15.6%; Comparable Sales Increased 3.6% Reiterates Fourth Quarter and Full Year Fiscal 2023 Guidance, with Net Sales in the Upper Half o

NEWS RELEASE Five Below, Inc. Announces Holiday Sales Results for Quarter-To-Date Through January 6, 2024 Total Sales Increased 15.6%; Comparable Sales Increased 3.6% Reiterates Fourth Quarter and Full Year Fiscal 2023 Guidance, with Net Sales in the Upper Half of the Range and Comparable Sales of Approximately 3% PHILADELPHIA, PA – (January 8, 2024) – Five Below, Inc. (NASDAQ: FIVE) ("Five Below"

November 30, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 28, 2023. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five B

November 30, 2023 EX-10.2

Five Below, Inc. Dodd-Frank Clawback Policy (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 30, 2023)

Exhibit 10.2 FIVE BELOW, INC. DODD-FRANK CLAWBACK POLICY The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Five Below, Inc., a Pennsylvania corporation (the “Company”) has adopted the following Dodd-Frank Clawback Policy (this “Policy”) on September 19, 2023, effective as of October 2, 2023 (the “Effective Date”). 1.Purpose. The purpose of this Po

November 30, 2023 EX-10.1

Compensation Policy for Non-Employee Directors

Exhibit 10.1 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY FIVE BELOW, INC. COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS (Effective June 11, 2024) 1. ANNUAL CASH AND STOCK COMPENSATION • Eligible Directors: Each member of the Company’s Board of Directors (the “Board”) who is not an employee of the Company (a “Non-Employee Director”). • Annual Cash Retainer. Each eligible director shall receive $90,0

November 30, 2023 EX-10.3

Amended and Restated Five Below, Inc. Clawback Policy

Exhibit 10.3 AMENDED AND RESTATED FIVE BELOW, INC. CLAWBACK POLICY The Five Below, Inc. Clawback Policy (the “Original Policy”) was first adopted by the Compensation Committee (the “Committee”) of the Board of Directors of Five Below, Inc. (the “Company”), effective March 10, 2020. The Original Policy is hereby amended and restated by this document (the “Restated Policy”), effective October 2, 202

November 29, 2023 EX-99.1

Five Below, Inc. Announces Third Quarter Fiscal 2023 Financial Results Q3 Net Sales Increase of 14.2% Q3 Comparable Sales Increase of 2.5% with a 3.1% Increase in Comparable Transactions Raises Midpoint of Fiscal 2023 Guidance

NEWS RELEASE Five Below, Inc. Announces Third Quarter Fiscal 2023 Financial Results Q3 Net Sales Increase of 14.2% Q3 Comparable Sales Increase of 2.5% with a 3.1% Increase in Comparable Transactions Raises Midpoint of Fiscal 2023 Guidance PHILADELPHIA, PA – (November 29, 2023) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the third quarter and year to date period ended O

November 29, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2023 FIVE BELOW, INC.

September 19, 2023 EX-99.1

Five Below Adds New Board Member Mimi E. Vaughn joins Five Below Board of Directors

Exhibit 99.1 Five Below Adds New Board Member Mimi E. Vaughn joins Five Below Board of Directors PHILADELPHIA, September 19, 2023 - Five Below, Inc. (Nasdaq: FIVE), the trend-right, extreme-value brand for tweens, teens and beyond, announced that Mimi E. Vaughn has been appointed an independent member of its Board of Directors, effective today. “Mimi is an accomplished retail executive and we are

September 19, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2023 FIVE BELOW, INC.

August 31, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 29, 2023. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Belo

August 30, 2023 EX-99.1

Five Below, Inc. Announces Second Quarter Fiscal 2023 Financial Results Q2 Net Sales Increase of 13.5% Q2 Comparable Sales Increase of 2.7% with a 4.5% Increase in Comparable Transactions Q2 EPS Increase of 13.5% to $0.84

NEWS RELEASE Five Below, Inc. Announces Second Quarter Fiscal 2023 Financial Results Q2 Net Sales Increase of 13.5% Q2 Comparable Sales Increase of 2.7% with a 4.5% Increase in Comparable Transactions Q2 EPS Increase of 13.5% to $0.84 PHILADELPHIA, PA – (August 30, 2023) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the second quarter and year to date period ended July 29

August 30, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 FIVE BELOW, INC.

June 14, 2023 EX-99.1

Five Below, Inc. Names Kristy Chipman Chief Financial Officer and Treasurer

EX-99.1 Exhibit 99.1 Five Below, Inc. Names Kristy Chipman Chief Financial Officer and Treasurer PHILADELPHIA, PA — June 14, 2023 — Five Below, Inc. (NASDAQ:FIVE), the trend-right, extreme-value brand for tweens, teens and beyond, today announced that Kristy Chipman will join the Company as Chief Financial Officer and Treasurer on July 17, 2023, reporting to Joel Anderson, President and CEO. Ms. C

June 14, 2023 EX-3.1

Amended and Restated Bylaws of Five Below, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2023)

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF FIVE BELOW, INC. ARTICLE 1 OFFICES Section 1.1. Registered Office. The registered office of Five Below, Inc. (the “Corporation”) in the Commonwealth of Pennsylvania shall be as specified in the Amended and Restated Articles of Incorporation of the Corporation, as they may be amended from time to time (the “Articles”), or at such other place as the

June 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 FIVE BELOW, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 FIVE BELOW, INC.

June 14, 2023 EX-10.1

Offer Letter, dated June 13, 2023., by and between Kristy Chipman and Five Below, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2023)

EX-10.1 Exhibit 10.1 701 market street, suite 200 philadelphia, pa 19106 | p 215-546-7909 f 215-971-8494 www.fivebelow.com 6/13/2023 Kristy Chipman [Address] Dear Kristy, On behalf of Five Below, Inc. (the “Company”), I am proud to extend you an offer to join our Company! Details of your employment terms, including your compensation and benefits, are listed on Appendix A to this letter. Please car

June 2, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 29, 2023. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Bel

June 1, 2023 EX-99.1

Five Below, Inc. Announces First Quarter Fiscal 2023 Financial Results Q1 Net Sales Increase of 13.5% Q1 Comparable Sales Increase of 2.7% with a 3.9% Increase in Comparable Transactions Q1 EPS Increase of 13.6% to $0.67 Tightens Fiscal 2023 Sales an

NEWS RELEASE Five Below, Inc. Announces First Quarter Fiscal 2023 Financial Results Q1 Net Sales Increase of 13.5% Q1 Comparable Sales Increase of 2.7% with a 3.9% Increase in Comparable Transactions Q1 EPS Increase of 13.6% to $0.67 Tightens Fiscal 2023 Sales and Earnings Ranges PHILADELPHIA, PA – (June 1, 2023) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the first qua

June 1, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2023 FIVE BELOW, INC.

May 3, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE C OMMISSIO N Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE C OMMISSIO N Washington, D.

May 3, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Co

April 21, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE C OMMISSIO N Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE C OMMISSIO N Washington, D.

March 16, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 28, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Below, Inc. (Exact n

March 16, 2023 EX-21.1

List of Subsidiaries of the Company

Exhibit 21.1 Exhibit 21.1 Subsidiary List 1616 Holdings, Inc., a Pennsylvania corporation 1616 Sourcing Holdco LLC, a Delaware limited liability company

March 15, 2023 EX-99.1

Five Below, Inc. Announces Fourth Quarter and Fiscal 2022 Financial Results Q4 Net Sales Increase of 13%; Q4 Comparable Sales Increase of 1.9% Q4 EPS Increase of 23% to $3.07

NEWS RELEASE Five Below, Inc. Announces Fourth Quarter and Fiscal 2022 Financial Results Q4 Net Sales Increase of 13%; Q4 Comparable Sales Increase of 1.9% Q4 EPS Increase of 23% to $3.07 PHILADELPHIA, PA – (March 15, 2023) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the fourth quarter and full year of fiscal 2022 ended January 28, 2023 and outlook for fiscal 2023. For

March 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 FIVE BELOW, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 FIVE BELOW, INC.

March 14, 2023 EX-10.1

Amendment dated March 13, 2023 to Employment Letter Agreement dated April 16, 2012 by and between Kenneth R. Bull and Five Below, Inc.

EX-10.1 Exhibit 10.1 701 market street, suite 300 philadelphia, pa 19106 | p 215-546-7909 f 215-971-8494 www.fivebelow.com March 13, 2023 VIA HAND DELIVERY Kenneth R. Bull Re: Amendment to Employment Terms Dear Ken: Reference is hereby made to the employment letter agreement dated as of April 16, 2012 (the “Employment Agreement”) by and between Five Below, Inc. (the “Company”) and Kenneth R. Bull

March 14, 2023 EX-99.1

Five Below, Inc. Announces Promotion of Kenneth Bull to Chief Operating Officer to Drive Triple Double

EX-99.1 Exhibit 99.1 NEWS RELEASE Five Below, Inc. Announces Promotion of Kenneth Bull to Chief Operating Officer to Drive Triple Double PHILADELPHIA, PA – (March 13, 2023) – Five Below, Inc. (NASDAQ: FIVE) (“Five Below” or the “Company”) announced today that Kenneth Bull, Chief Financial Officer and Treasurer, has been promoted to the role of Chief Operating Officer. The Company will conduct a se

March 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 FIVE BELOW, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 FIVE BELOW, INC.

February 9, 2023 SC 13G/A

FIVE / Five Below Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0921-fivebelowinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Five Below Inc. Title of Class of Securities: Common Stock CUSIP Number: 33829M101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the ru

February 6, 2023 SC 13G/A

FIVE / Five Below Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* FIVE BELOW, INC (Name of Issuer) Common Stock (Title of Class of Securities) 33829M101 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

February 2, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2023 FIVE BELOW, INC.

January 9, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 FIVE BELOW, INC.

January 9, 2023 EX-99.1

Five Below, Inc. Announces Holiday Sales Results for Quarter-To-Date Through January 7, 2023 Expects Fourth Quarter and Full Year Fiscal 2022 Results Near High End of Previously Provided Guidance Comparable Sales Increased 0.9%

NEWS RELEASE Five Below, Inc. Announces Holiday Sales Results for Quarter-To-Date Through January 7, 2023 Expects Fourth Quarter and Full Year Fiscal 2022 Results Near High End of Previously Provided Guidance Comparable Sales Increased 0.9% PHILADELPHIA, PA – (January 9, 2023) – Five Below, Inc. (NASDAQ: FIVE) ("Five Below" or the "Company") today announced net sales results for the quarter-to-dat

December 1, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 29, 2022. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five B

November 30, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 FIVE BELOW, INC.

November 30, 2022 EX-99.1

Five Below, Inc. Announces Third Quarter Fiscal 2022 Financial Results Raises Fiscal 2022 Guidance

NEWS RELEASE Five Below, Inc. Announces Third Quarter Fiscal 2022 Financial Results Raises Fiscal 2022 Guidance PHILADELPHIA, PA ? (November 30, 2022) ? Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the third quarter and for the year to date period ended October 29, 2022. For the third quarter ended October 29, 2022: ?Net sales increased by 6.2% to $645.0 million from $607.

September 16, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2022 FIVE BELOW, INC.

September 16, 2022 EX-10.1

Second Amendment to Credit Agreement, dated September 16, 2022, among the Company, 1616 Holdings, Inc., Wells Fargo Bank, National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2022)

Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?) dated as of September 16, 2022 among FIVE BELOW, INC., a Pennsylvania corporation (the ?Borrower?); 1616 HOLDINGS, INC., a Pennsylvania corporation (the ?Guarantor?); the Lenders party hereto; and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent and collateral agent (in such cap

September 1, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 30, 2022. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Belo

August 31, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2022 FIVE BELOW, INC.

August 31, 2022 EX-99.1

Five Below, Inc. Announces Second Quarter Fiscal 2022 Financial Results

NEWS RELEASE Five Below, Inc. Announces Second Quarter Fiscal 2022 Financial Results PHILADELPHIA, PA ? (August 31, 2022) ? Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the second quarter and for the year to date period ended July 30, 2022. For the second quarter ended July 30, 2022: ?Net sales increased by 3.5% to $668.9 million from $646.6 million in the second quarter o

June 14, 2022 EX-3.2

Amended and Restated Bylaws of Five Below, Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FIVE BELOW, INC. ARTICLE 1 OFFICES Section 1.1. Registered Office. The registered office of Five Below, Inc. (the ?Corporation?) in the Commonwealth of Pennsylvania shall be as specified in the Amended and Restated Articles of Incorporation of the Corporation, as they may be amended from time to time (the ?Articles?), or at such other place as the Board o

June 14, 2022 EX-3.1

Amended and Restated Articles of Incorporation of Five Below, Inc.

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF FIVE BELOW, INC. A Business-Stock Domestic Corporation In compliance with the requirements of the Pennsylvania Business Corporation Law of 1988, as amended, 15 Pa.C.S. ? 1911 et. seq. (relating to amendment of articles of incorporation), the corporation hereby desires to amend and restate its Articles of Incorporation in their entirety

June 14, 2022 EX-4.4

Form of Restricted Stock Unit Grant Notice and Award Agreement under the Five Below, Inc. 2022 Equity Incentive Plan.

Exhibit 4.4 FIVE BELOW, INC. 2022 EQUITY INCENTIVE PLAN NOTICE OF GRANT OF TIME-BASED RESTRICTED STOCK UNITS AWARD AND AWARD AGREEMENT Five Below, Inc., a Pennsylvania corporation (the ?Company?), pursuant to its 2022 Equity Incentive Plan (the ?Plan?), hereby grants to the individual listed below (the ?Participant?) this award of Restricted Stock Units (?Restricted Stock Units?). The Restricted S

June 14, 2022 EX-99.2

Five Below, Inc. Announces Election of Bernard Kim to its Board of Directors

Exhibit 99.2 NEWS RELEASE Five Below, Inc. Announces Election of Bernard Kim to its Board of Directors PHILADELPHIA, PA ? (June 14, 2022) ? Five Below, Inc. (NASDAQ: FIVE) today announced the election of Bernard Kim as a new independent director to its board of directors, effective immediately. Mr. Kim is the Chief Executive Officer of Match Group, Inc., a leading provider of digital technologies

June 14, 2022 EX-99.1

Five Below, Inc. Expands and Declassifies its Board of Directors, Announces Share Repurchase Program

Exhibit 99.1 NEWS RELEASE Five Below, Inc. Expands and Declassifies its Board of Directors, Announces Share Repurchase Program PHILADELPHIA, PA ? (June 14, 2022) ? Five Below, Inc. (NASDAQ: FIVE) today announced results from its Annual Meeting of Shareholders. FIVE?s board has been expanded to 11 directors with the addition of Bernard Kim, who has been elected as a new independent director, effect

June 14, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2022 FIVE BELOW, INC.

June 14, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Five Below, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value

June 14, 2022 S-8

As filed with the Securities and Exchange Commission on June 14, 2022

As filed with the Securities and Exchange Commission on June 14, 2022 Registration No.

June 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Bel

June 9, 2022 EX-10.35

Form of Award Agreement for Performance-Based Restricted Stock Units under the Five Below, Inc. Amended and Restated Equity Incentive Plan (Directors) (incorporated by reference to Exhibit 10.35† of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 9, 2022)

Exhibit 10.35 Grant Schedule Grantee?s Name: [?] Grant Date: March 7, 2022 Target Number of Restricted Stock Units (the ?Performance Units?): [?] 1.Percentage of Performance Units subject to Adjusted Operating Income performance metrics (the ?AOI Units?): 50% 2. Percentage of Performance Units subject to Total Shareholder Return performance metrics (the ?TSR Units?): 50% Performance Goals The perf

June 8, 2022 EX-99.1

Five Below, Inc. Announces First Quarter Fiscal 2022 Financial Results

NEWS RELEASE Five Below, Inc. Announces First Quarter Fiscal 2022 Financial Results PHILADELPHIA, PA ? (June 8, 2022) ? Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the first quarter ended April 30, 2022. For the first quarter ended April 30, 2022: ?Net sales increased by 7.0% to $639.6 million from $597.8 million in the first quarter of fiscal 2021; comparable sales decre

June 8, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2022 FIVE BELOW, INC.

May 5, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 d330498ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Pr

May 5, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission

April 25, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use

March 30, 2022 EX-99.1

Five Below, Inc. Announces Fourth Quarter and Fiscal 2021 Financial Results; Provides Long-Term "Triple-Double" Vision at Investor Day 2022 Q4 Net Sales Increase of 16%; Q4 Comparable Sales Increase of 3.4% Q4 EPS increase of 13% to $2.49 Increases U

NEWS RELEASE Five Below, Inc. Announces Fourth Quarter and Fiscal 2021 Financial Results; Provides Long-Term "Triple-Double" Vision at Investor Day 2022 Q4 Net Sales Increase of 16%; Q4 Comparable Sales Increase of 3.4% Q4 EPS increase of 13% to $2.49 Increases U.S. store potential to 3,500+ or triple current level Plans to double sales and more than double EPS through 2025 PHILADELPHIA, PA ? (Mar

March 30, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 FIVE BELOW, INC.

March 30, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 29, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Below, Inc. (Exact n

February 11, 2022 SC 13G/A

FIVE / Five Below Inc / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Five Below, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33829M101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

February 10, 2022 SC 13G/A

FIVE / Five Below Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Five Below Inc. Title of Class of Securities: Common Stock CUSIP Number: 33829M101 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rul

February 4, 2022 SC 13G

FIVE / Five Below Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FIVE BELOW, INC (Name of Issuer) Common Stock (Title of Class of Securities) 33829M101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

January 10, 2022 EX-99.1

Five Below, Inc. Announces Holiday Sales Results for Quarter-To-Date Through January 1, 2022 Net Sales Increased 20.6%; Comparable Sales Increased 7.7%

NEWS RELEASE Five Below, Inc. Announces Holiday Sales Results for Quarter-To-Date Through January 1, 2022 Net Sales Increased 20.6%; Comparable Sales Increased 7.7% PHILADELPHIA, PA ? (January 10, 2022) ? Five Below, Inc. (NASDAQ: FIVE) ("Five Below" or the "Company") today announced net sales results for the quarter-to-date period from October 31, 2021 through January 1, 2022 ("Holiday Period").

January 10, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2022 FIVE BELOW, INC.

December 2, 2021 EX-10.34

Compensation Policy for Non-Crew Directors (incorporated by reference to Exhibit 10.34† of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 2, 2021)

Exhibit 10.34 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY FIVE BELOW, INC. COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS (Effective January 1, 2022) 1. ANNUAL CASH AND STOCK COMPENSATION ?Eligible Directors: Each member of the Company?s Board of Directors (the ?Board?) who is not an employee of the Company (a ?Non-Employee Director?). ?Annual Cash Retainer. Each eligible director shall receive $85,

December 2, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 30, 2021. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five B

December 1, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2021 FIVE BELOW, INC.

December 1, 2021 EX-99.1

Five Below, Inc. Announces Third Quarter Fiscal 2021 Financial Results Net Sales increased 27% to $608 million; Comparable Sales increased 14.8% Operating Income increased 75% to $42 million versus Q3 2020 EPS increased 19% to $0.43 versus Q3 2020

NEWS RELEASE Five Below, Inc. Announces Third Quarter Fiscal 2021 Financial Results Net Sales increased 27% to $608 million; Comparable Sales increased 14.8% Operating Income increased 75% to $42 million versus Q3 2020 EPS increased 19% to $0.43 versus Q3 2020 PHILADELPHIA, PA ? (December 1, 2021) ? Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the third quarter and for the

September 2, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Belo

September 1, 2021 EX-99.1

Five Below, Inc. Announces Second Quarter Fiscal 2021 Financial Results EPS increased 125% to $1.15 and Net Sales increased 55% to $647 million versus Q2 2019 Operating Income increased 139% to $86 million versus Q2 2019

NEWS RELEASE Five Below, Inc. Announces Second Quarter Fiscal 2021 Financial Results EPS increased 125% to $1.15 and Net Sales increased 55% to $647 million versus Q2 2019 Operating Income increased 139% to $86 million versus Q2 2019 PHILADELPHIA, PA ? (September 1, 2021) ? Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the second quarter and for the year to date period ende

September 1, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2021 FIVE BELOW, INC.

July 8, 2021 S-8

As filed with the Securities and Exchange Commission on July 8, 2021. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 FIVE BELOW, INC. (Exact name of Registrant as spe

As filed with the Securities and Exchange Commission on July 8, 2021. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIVE BELOW, INC. (Exact name of Registrant as specified in its charter) Pennsylvania 75-3000378 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No

June 18, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2021 FIVE BELOW, INC.

June 18, 2021 EX-10.1

The Five Below, Inc. Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2021)

Exhibit 10.1 THE NONQUALIFIED DEFERRED COMPENSATION PLAN PLAN DOCUMENT THE NONQUALIFIED DEFERRED COMPENSATION PLAN Section 1. Purpose By execution of the Adoption Agreement, the Company has adopted the Plan set forth herein, and in the Adoption Agreement, to provide a means by which certain management Employees or Independent Contractors of the Employer may elect to defer receipt of current Compen

June 18, 2021 EX-10.2

The Five Below, Inc. Nonqualified Deferred Compensation Plan Adoption Agreement (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2021)

Exhibit 10.2 NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax consequences to the Employer and Participants. Principal Life Insurance Company disclaims all liability for the legal and tax consequences which result from the elections made by the Employer in this Adoption Agreement. Nothing set forth in this agreement or related documents may

June 18, 2021 EX-10.3

Trust Agreement under the Five Below, Inc. Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2021)

Exhibit 10.3 Rabbi Directed Trust Agreement TRUST NAME: The Five Below, Inc Nonqualified Deferred Compensation Plan THIS TRUST AGREEMENT (?Agreement?) is made by and between Five Below, Inc. (?Employer?) and Delaware Charter Guarantee & Trust Company, conducting business as Principal Trust Company (?Trustee?). WHEREAS, the Employer has adopted the The Five Below, Inc Nonqualified Deferred Compensa

June 7, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission

June 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 1, 2021. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Below,

June 3, 2021 EX-99.1

Five Below, Inc. Announces First Quarter Fiscal 2021 Financial Results Net Sales increased 64% to $598 million and EPS increased 91% to $0.88 versus Q1 2019 Operating Profit grew over 2.5 times versus Q1 2019

NEWS RELEASE Five Below, Inc. Announces First Quarter Fiscal 2021 Financial Results Net Sales increased 64% to $598 million and EPS increased 91% to $0.88 versus Q1 2019 Operating Profit grew over 2.5 times versus Q1 2019 PHILADELPHIA, PA ? (June 3, 2021) ? Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the first quarter ended May 1, 2021. Given the lack of comparability to

June 3, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 FIVE BELOW, INC.

May 6, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission

May 6, 2021 DEF 14A

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use

March 18, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Below, Inc. (Exact n

March 17, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2021 FIVE BELOW, INC.

March 17, 2021 EX-99.1

Five Below, Inc. Announces Fourth Quarter and Fiscal 2020 Financial Results Q4 Net Sales Increase of 25%; Record Q4 Comparable Sales Increase of 13.8% Q4 EPS of $2.20

NEWS RELEASE Five Below, Inc. Announces Fourth Quarter and Fiscal 2020 Financial Results Q4 Net Sales Increase of 25%; Record Q4 Comparable Sales Increase of 13.8% Q4 EPS of $2.20 PHILADELPHIA, PA ? (March 17, 2021) ? Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the fourth quarter and full year of fiscal 2020 ended January 30, 2021. For the fourth quarter ended January 30,

February 16, 2021 SC 13G

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Five Below, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33829M101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Five Below Inc. Title of Class of Securities: Common Stock CUSIP Number: 33829M101 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rul

February 8, 2021 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Five Below Inc (Name of Issuer) Common Stock (Title of Class of Securities) 33829M101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

January 29, 2021 EX-10.1

First Amendment to Credit Agreement, dated January 27, 2021, among the Company, 1616 Holdings, Inc., Wells Fargo Bank, National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2021)

EX-10.1 Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of January 27, 2021 among FIVE BELOW, INC., a Pennsylvania corporation (the “Borrower”); 1616 HOLDINGS, INC., a Pennsylvania corporation (“Guarantor”); the Lenders party hereto; and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent and collateral

January 29, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2021 FIVE BELOW, INC.

January 12, 2021 EX-99.1

Five Below, Inc. Announces Holiday Sales Results for Quarter-To-Date Through January 2, 2021 Net Sales Increased 21.1%; Comparable Sales Increased 10.1% Strongest Holiday Comparable Sales Increase Since 2011

EX-99.1 2 holiday2020fivebelowex991.htm PRESS RELEASE NEWS RELEASE Five Below, Inc. Announces Holiday Sales Results for Quarter-To-Date Through January 2, 2021 Net Sales Increased 21.1%; Comparable Sales Increased 10.1% Strongest Holiday Comparable Sales Increase Since 2011 PHILADELPHIA, PA – (January 12, 2021) – Five Below, Inc. (NASDAQ: FIVE) ("Five Below" or the "Company") today announced net s

January 12, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2021 FIVE BELOW, INC.

December 3, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2020. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five B

December 3, 2020 EX-10.32

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY FIVE BELOW, INC. COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS (Effective September 29, 2020)

Exhibit 10.32 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY FIVE BELOW, INC. COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS (Effective September 29, 2020) 1. ANNUAL CASH AND STOCK COMPENSATION •Eligible Directors: Each member of the Company’s Board of Directors (the “Board”) who is not an employee of the Company (a “Non-Employee Director”). •Annual Cash Retainer. Each eligible director shall receive $

December 3, 2020 EX-10.33

Form of Award Agreement for Performance-Based Restricted Stock Units under the Five Below, Inc. Amended and Restated Equity Incentive Plan (Directors) (incorporated by reference to Exhibit 10.33 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 3, 2020)

Exhibit 10.33 Grant Schedule Grantee’s name: [∙] Grant Date: [∙] 1.Number of Restricted Stock Units granted: [∙] 2. Target Number of Restricted Stock Units: [∙] 3. Vesting Date: PERFORMANCE VESTED UNITS: Except as specifically provided below, as set forth in the Grantee’s employment agreement or as otherwise determined by the Committee, subject to Grantee’s continued employment, as of [∙], the Res

December 2, 2020 EX-99.1

Five Below, Inc. Announces Third Quarter Fiscal 2020 Financial Results Net Sales Increase of 26.3%; Comparable Sales Increase of 12.8% Operating Profit Grew 91%; EPS Doubled to $0.36

NEWS RELEASE Five Below, Inc. Announces Third Quarter Fiscal 2020 Financial Results Net Sales Increase of 26.3%; Comparable Sales Increase of 12.8% Operating Profit Grew 91%; EPS Doubled to $0.36 PHILADELPHIA, PA – (December 2, 2020) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the third quarter and for the year to date period ended October 31, 2020. For the third quarte

December 2, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2020 FIVE BELOW, INC.

September 29, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2020 September 29, 2020 FIVE BELOW, INC.

September 29, 2020 EX-99.1

Five Below Adds New Board Member Zuhairah Scott Washington joins Five Below Board of Directors

EX-99.1 Exhibit 99.1 Five Below Adds New Board Member Zuhairah Scott Washington joins Five Below Board of Directors PHILADELPHIA, September 29, 2020 — Five Below, Inc. (Nasdaq: FIVE), the trend-right, high-quality value retailer for teens, tweens and beyond, announced that Zuhairah Scott Washington has been appointed an independent member of its Board of Directors, effective today. Ms. Washington

September 3, 2020 10-Q

Quarterly Report - Q2 2020 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 1, 2020. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Bel

September 2, 2020 EX-99.1

Five Below, Inc. Announces Second Quarter Fiscal 2020 Financial Results Reopened chain and opened 63 new stores Reopened period comparable sales increased approximately 6%

NEWS RELEASE Five Below, Inc. Announces Second Quarter Fiscal 2020 Financial Results Reopened chain and opened 63 new stores Reopened period comparable sales increased approximately 6% PHILADELPHIA, PA – (September 2, 2020) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the second quarter and for the year to date period ended August 1, 2020. For the second quarter ended Au

September 2, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2020 FIVE BELOW, INC.

June 17, 2020 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2020 FIVE BELOW, INC.

June 10, 2020 10-Q

Quarterly Report - Q1 2020 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 2, 2020. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Below,

June 9, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2020 FIVE BELOW, INC.

June 9, 2020 EX-99.1

Five Below, Inc. Announces First Quarter Fiscal 2020 Financial Results First Quarter Impacted by Temporary Store Closures Beginning March 20th Approximately 90% of Stores Reopened to Date

NEWS RELEASE Five Below, Inc. Announces First Quarter Fiscal 2020 Financial Results First Quarter Impacted by Temporary Store Closures Beginning March 20th Approximately 90% of Stores Reopened to Date PHILADELPHIA, PA – (June 9, 2020) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the first quarter ended May 2, 2020. For the first quarter ended May 2, 2020: Due to the COVI

May 15, 2020 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Co

May 5, 2020 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Co

May 5, 2020 DEF 14A

- DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 29, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2020 FIVE BELOW, INC.

April 29, 2020 EX-10.3

Security Agreement, dated April 24, 2020, among Five Below, Inc., 1616 Holdings, Inc., and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2020)

EX-10.3 Exhibit 10.3 EXECUTION VERSION SECURITY AGREEMENT by FIVE BELOW, INC. as Borrower and THE OTHER BORROWERS AND GUARANTORS PARTY HERETO FROM TIME TO TIME and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent Dated as of April 24, 2020 TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 2 ARTICLE I DEFINITIONS AND INTERPRETATION 2 SECTION 1.1. Definitions 2 SECTION 1.2. Interpretation 8 SEC

April 29, 2020 EX-10.2

Facility Guarantee, dated April 24, 2020, between 1616 Holdings, Inc., and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2020)

EX-10.2 Exhibit 10.2 EXECUTION VERSION FACILITY GUARANTY FACILITY GUARANTY (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time in accordance with the provisions hereof, this “Guaranty”), dated as of April 24, 2020, is made by each of the Persons set forth on Schedule I hereto (each such Person, individually, a “Guarantor” and, collectivel

April 29, 2020 EX-10.1

Fifth Amended and Restated Credit Agreement, dated April 24, 2020, among Five Below, Inc., 1616 Holdings, Inc., and Wells Fargo Bank, National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2020)

EX-10.1 Exhibit 10.1 [EXECUTION VERSION] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 24, 2020 among FIVE BELOW, INC., as the Borrower The Guarantors Named Herein WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, L/C Issuer and Swing Line Lender, and The Other Lenders Party Hereto TRUIST BANK as Syndication Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, and PNC CAPITAL MARKETS

March 19, 2020 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 1, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Below, Inc. (Exact n

March 19, 2020 EX-4.2

Description of Five Below's Securities (incorporated by reference to Exhibit 4.2 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2020)

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK The following description summarizes the terms of our capital stock, our amended and restated articles of incorporation and our amended and restated bylaws. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description, you should refer to our amended and restated articles of incorporation and

March 19, 2020 EX-21.1

Subsidiary List 1616 Holdings, Inc., a Pennsylvania corporation

Exhibit 21.1 Exhibit 21.1 Subsidiary List 1616 Holdings, Inc., a Pennsylvania corporation

March 18, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2020 FIVE BELOW, INC.

March 18, 2020 EX-99.1

Five Below, Inc. Announces Fourth Quarter and Fiscal 2019 Financial Results Q4 net sales increased 14% to $687 million Q4 EPS increased 24% to $1.97

NEWS RELEASE Five Below, Inc. Announces Fourth Quarter and Fiscal 2019 Financial Results Q4 net sales increased 14% to $687 million Q4 EPS increased 24% to $1.97 PHILADELPHIA, PA – (March 18, 2020) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the fourth quarter and full year of fiscal 2019 ended February 1, 2020. For the fourth quarter ended February 1, 2020: • Net sales

March 16, 2020 EX-10.1

Five Below, Inc. 2020 Performance Bonus Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2020)

EX-10.1 Exhibit 10.1 FIVE BELOW, INC. 2020 PERFORMANCE BONUS PLAN Section 1. Purpose. The purpose of the Five Below, Inc. Performance Bonus Plan (the “Plan”) is to benefit and advance the interests of Five Below, Inc., a Pennsylvania corporation (the “Company”), by rewarding selected employees of the Company and its subsidiaries and divisions (each such subsidiary or division is referred to herein

March 16, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2020.

February 18, 2020 SC 13G

FIVE / Five Below, Inc. / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Five Below Inc (Name of Issuer) Common Stock (Title of Class of Securities) 33829M101 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 12, 2020 SC 13G/A

FIVE / Five Below, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Five Below Inc Title of Class of Securities: Common Stock CUSIP Number: 33829M101 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

January 13, 2020 EX-99.1

Five Below, Inc. Announces Holiday Sales Results for Quarter-To-Date Through January 4, 2020 Net Sales Increased 13.4% Updates Guidance for the Fourth Quarter and Fiscal 2019 Announces 180 Planned New Stores or 20% Unit Growth for Fiscal 2020

NEWS RELEASE Five Below, Inc. Announces Holiday Sales Results for Quarter-To-Date Through January 4, 2020 Net Sales Increased 13.4% Updates Guidance for the Fourth Quarter and Fiscal 2019 Announces 180 Planned New Stores or 20% Unit Growth for Fiscal 2020 PHILADELPHIA, PA - (January 13, 2020) - Five Below, Inc. (NASDAQ: FIVE) (“Five Below” or the “Company”) today announced net sales results for th

January 13, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2020 FIVE BELOW, INC.

December 5, 2019 10-Q

Quarterly Report - Q3 2019 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 2, 2019. OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Bel

December 4, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2019 FIVE BELOW, INC.

December 4, 2019 EX-99.1

Five Below, Inc. Announces Third Quarter Fiscal 2019 Financial Results Q3 net sales increased 21% to $377.4 million Q3 EPS above guidance at $0.18 Raises low end of full year fiscal 2019 outlook

NEWS RELEASE Five Below, Inc. Announces Third Quarter Fiscal 2019 Financial Results Q3 net sales increased 21% to $377.4 million Q3 EPS above guidance at $0.18 Raises low end of full year fiscal 2019 outlook PHILADELPHIA, PA – (December 4, 2019) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the third quarter and for the year-to-date period ended November 2, 2019. For the

November 15, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2019 FIVE BELOW, INC.

August 29, 2019 10-Q

Quarterly Report - Q2 2019 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 3, 2019. OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Below

August 29, 2019 EX-10.30

Form of Award Agreement for Restricted Stock Units under the Five Below, Inc. Amended and Restated Equity Incentive Plan (Directors) (incorporated by reference to Exhibit 10.30 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 29, 2019)

Exhibit 10.30 Grant Schedule Grantee’s name: [∙] Grant Date: [∙] Number of Restricted Stock Units granted: [∙] Vesting Dates: [∙] Specific vesting detail for this grant, is set forth on the Vesting Schedule under Award Detail located on the Restricted Awards tab of My Portfolio in Certent’s Equity Management Platform, and is incorporated herein by reference. In the event that the Grantee ceases to

August 28, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 q22019fivebelowform8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2019 FIVE BELOW, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-35600 75-3000378 (State or Other Jurisdicti

August 28, 2019 EX-99.1

Five Below, Inc. Announces Second Quarter Fiscal 2019 Financial Results Q2 net sales increased 20% to $417.4 million Q2 EPS increased 13% to $0.51 Updates full year fiscal 2019 outlook

NEWS RELEASE Five Below, Inc. Announces Second Quarter Fiscal 2019 Financial Results Q2 net sales increased 20% to $417.4 million Q2 EPS increased 13% to $0.51 Updates full year fiscal 2019 outlook PHILADELPHIA, PA – (August 28, 2019) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the second quarter and for the year to date period ended August 3, 2019. For the second quart

June 21, 2019 8-K

Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2019 FIVE BELOW, INC.

June 6, 2019 EX-10.28

FIVE BELOW, INC. COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS (Effective June 18, 2019)

Exhibit 10.28 FIVE BELOW, INC. COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS (Effective June 18, 2019) 1. ANNUAL CASH AND STOCK COMPENSATION ◦ Eligible Directors: Each member of the Company’s Board of Directors (the “Board”) who is not an employee of the Company (a “Non-Employee Director”). ◦ Annual Cash Retainer. Each eligible director shall receive $70,000 annually paid in arrears for each fisc

June 6, 2019 10-Q

Quarterly Report - Q1 2019 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 4, 2019. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Below,

June 5, 2019 EX-99.1

Five Below, Inc. Announces First Quarter Fiscal 2019 Financial Results Q1 net sales increased 23% to $364.8 million Q1 EPS increased 18% to $0.46 Raises full year fiscal 2019 EPS guidance

NEWS RELEASE Five Below, Inc. Announces First Quarter Fiscal 2019 Financial Results Q1 net sales increased 23% to $364.8 million Q1 EPS increased 18% to $0.46 Raises full year fiscal 2019 EPS guidance PHILADELPHIA, PA – (June 5, 2019) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the first quarter of fiscal 2019 ended May 4, 2019. For the first quarter ended May 4, 2019:

June 5, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2019 FIVE BELOW, INC.

May 9, 2019 DEFA14A

FIVE / Five Below, Inc. DEFA14A DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Co

May 9, 2019 DEF 14A

FIVE / Five Below, Inc. DEF 14A DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 28, 2019 10-K

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 2, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Below, Inc. (Exact n

March 28, 2019 EX-21.1

List of Subsidiaries of the Company

Exhibit 21.1 Exhibit 21.1 Subsidiary List 1616 Holdings, Inc., a Pennsylvania corporation

March 28, 2019 EX-10.29

Employment Letter, dated February 19, 2019, and Non-Solicitation, Non-Disclosure, Non-Compete and Proprietary Information Agreement by and between Judy Werthauser and Five Below, Inc. (incorporated by reference to Exhibit 10.29 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2019)

Exhibit 10.29 Five Below, Inc. 701 Market Street Suite 600 Philadelphia, PA 19106 p 215.546.7909 f 215-971-8494 www.fivebelow.com February 19, 2019 Judy Werthauser Dear Judy: On behalf of Five Below, Inc. (the “Company”), I am proud to extend you an offer to join our Company as Executive Vice President and Chief Experience Officer. In this position, you will report directly to Joel Anderson, Chief

March 27, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2019 FIVE BELOW, INC.

March 27, 2019 EX-99.1

Five Below, Inc. Announces Fourth Quarter and Fiscal 2018 Financial Results Fourth quarter sales grew 19.4% or 23.2% excluding the 53rd week, diluted EPS increased 31.4% or 34.7% excluding the 53rd week Fiscal 2018 sales grew 22.0% or 23.5% excluding

NEWS RELEASE Five Below, Inc. Announces Fourth Quarter and Fiscal 2018 Financial Results Fourth quarter sales grew 19.4% or 23.2% excluding the 53rd week, diluted EPS increased 31.4% or 34.7% excluding the 53rd week Fiscal 2018 sales grew 22.0% or 23.5% excluding the 53rd week, diluted EPS increased 44.6% or 47.0% excluding the 53rd week Provides first quarter and full year fiscal 2019 guidance Pl

February 11, 2019 SC 13G/A

FIVE / Five Below, Inc. / VANGUARD GROUP INC Passive Investment

fivebelowinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Five Below Inc Title of Class of Securities: Common Stock CUSIP Number: 33829M101 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to desig

January 15, 2019 EX-99.1

Five Below, Inc. Announces Holiday Sales Results for Quarter-To-Date Through January 5, 2019 Net Sales Increased 24.6%; Comparable Sales Increased 4.9%

NEWS RELEASE Five Below, Inc. Announces Holiday Sales Results for Quarter-To-Date Through January 5, 2019 Net Sales Increased 24.6%; Comparable Sales Increased 4.9% PHILADELPHIA, PA - (January 14, 2019) - Five Below, Inc. (NASDAQ: FIVE) (“Five Below” or the “Company”) today announced net sales results for the quarter-to-date period from November 4, 2018 through January 5, 2019 ("Holiday Period").

January 15, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2019 FIVE BELOW, INC.

December 6, 2018 EX-99.1

Five Below, Inc. Announces Third Quarter Fiscal 2018 Financial Results Q3 net sales increased 22% to $312.8 million Q3 EPS increased 33% to $0.24 Raises full year fiscal 2018 guidance

NEWS RELEASE Five Below, Inc. Announces Third Quarter Fiscal 2018 Financial Results Q3 net sales increased 22% to $312.8 million Q3 EPS increased 33% to $0.24 Raises full year fiscal 2018 guidance PHILADELPHIA, PA – (December 5, 2018) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the thirteen and thirty-nine weeks ended November 3, 2018. For the thirteen weeks ended Novem

December 6, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2018 FIVE BELOW, INC.

December 6, 2018 10-Q

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 3, 2018. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five B

December 3, 2018 8-K

Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2018 FIVE BELOW, INC.

October 5, 2018 EX-10.1

Form of Award Agreement for Restricted Stock Units (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2018)

EX-10.1 Exhibit 10.1 Grant Schedule Grantee’s name: [●] Grant Date: [●] 1. Number of Restricted Stock Units granted: [●] 2. Vesting Dates: [●] Specific vesting detail for this grant, is set forthwith on the Vesting Schedule under Award Detail located on the Restricted Awards tab of My Portfolio in Certent’s Equity Management Platform, and is incorporated herein by reference. In the event that the

October 5, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2018 FIVE BELOW, INC.

October 5, 2018 EX-10.2

Form of Award Agreement for Performance-Based Restricted Stock Units (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2018)

EX-10.2 Exhibit 10.2 Grant Schedule Grantee’s name: [●] Grant Date: [●] 1. Number of Restricted Stock Units granted: [●] 2. Target Number of Restricted Stock Units: [●] 3. Vesting Date: PERFORMANCE VESTED UNITS: Except as specifically provided below, as set forth in the Grantee’s employment agreement or as otherwise determined by the Committee, subject to Grantee’s continued employment, as of the

October 5, 2018 EX-3.1

Amended and Restated Bylaws of Five Below, Inc., effective October 2, 2018.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF FIVE BELOW, INC. ARTICLE 1 OFFICES Section 1.1. Registered Office. The registered office of Five Below, Inc. (the “Corporation”) in the Commonwealth of Pennsylvania shall be as specified in the Amended and Restated Articles of Incorporation of the Corporation, as they may be amended from time to time (the “Articles”), or at such other place as the

September 7, 2018 10-Q

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 4, 2018. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Bel

September 6, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2018 FIVE BELOW, INC.

September 6, 2018 EX-99.1

Five Below, Inc. Announces Second Quarter Fiscal 2018 Financial Results Q2 net sales increased 23% to $347.7 million Q2 EPS increased 50% to $0.45 Raises full year fiscal 2018 guidance

NEWS RELEASE Five Below, Inc. Announces Second Quarter Fiscal 2018 Financial Results Q2 net sales increased 23% to $347.7 million Q2 EPS increased 50% to $0.45 Raises full year fiscal 2018 guidance PHILADELPHIA, PA – (September 6, 2018) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the thirteen and twenty-six weeks ended August 4, 2018. For the thirteen weeks ended August

June 20, 2018 8-K

Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 19, 2018 FIVE BELOW, INC.

June 7, 2018 10-Q

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 5, 2018. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Below,

June 6, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2018 FIVE BELOW, INC.

June 6, 2018 EX-99.1

Five Below, Inc. Announces First Quarter Fiscal 2018 Financial Results Q1 net sales increased 27% to $296.3 million Q1 EPS increased 160% to $0.39 Raises full year fiscal 2018 sales and EPS guidance

NEWS RELEASE Five Below, Inc. Announces First Quarter Fiscal 2018 Financial Results Q1 net sales increased 27% to $296.3 million Q1 EPS increased 160% to $0.39 Raises full year fiscal 2018 sales and EPS guidance PHILADELPHIA, PA – (June 6, 2018) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the thirteen weeks ended May 5, 2018. For the thirteen weeks ended May 5, 2018: •

May 10, 2018 DEFA14A

FIVE / Five Below, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Co

May 10, 2018 DEF 14A

FIVE / Five Below, Inc. DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 22, 2018 10-K

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 3, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Below, Inc. (Exact n

March 22, 2018 EX-10.28

Compensation Policy for Non-Employee Directors

Exhibit 10.28 FIVE BELOW, INC. COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS (Effective March 20, 2018) 1. ANNUAL CASH AND STOCK COMPENSATION •Eligible Directors: Each member of the Company’s Board of Directors (the “Board”) who is not an employee of the Company (a “Non-Employee Director”). •Annual Cash Retainer. Each eligible director shall receive $70,000 annually paid in arrears for each fisca

March 21, 2018 EX-99.2

Five Below, Inc. Announces Tom Vellios' Planned Transition to Chairman

NEWS RELEASE Five Below, Inc. Announces Tom Vellios' Planned Transition to Chairman PHILADELPHIA, PA – (March 21, 2018) – Five Below, Inc. (NASDAQ: FIVE), the trend-right, high-quality, extreme-value retailer for tweens, teens and beyond, today announced the planned transition of Tom Vellios, co-founder and Executive Chairman of Five Below, to Chairman of the Board of Directors, as of the 2018 Fiv

March 21, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2018 FIVE BELOW, INC.

March 21, 2018 EX-99.1

Five Below, Inc. Announces Fourth Quarter and Fiscal 2017 Financial Results Reports fourth quarter sales growth of 30% to $504.8 million; diluted EPS increase of 34% to $1.21 Reports fiscal 2017 sales growth of 28%; diluted EPS increase of 42% to $1.

NEWS RELEASE Five Below, Inc. Announces Fourth Quarter and Fiscal 2017 Financial Results Reports fourth quarter sales growth of 30% to $504.8 million; diluted EPS increase of 34% to $1.21 Reports fiscal 2017 sales growth of 28%; diluted EPS increase of 42% to $1.84 Provides first quarter and full year fiscal 2018 guidance Announces first ever share repurchase authorization for $100MM PHILADELPHIA,

March 6, 2018 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Kenneth R.

March 6, 2018 EX-99.1

Five Below Appoints Dinesh Lathi to Board of Directors

EX-99.1 Exhibit 99.1 Five Below Appoints Dinesh Lathi to Board of Directors PHILADELPHIA, March 6, 2018 — Five Below, Inc. (Nasdaq: FIVE), the trend-right, high-quality value retailer for teens, tweens and beyond, today announced that Dinesh Lathi has been appointed to its Board of Directors. Mr. Lathi’s appointment increases the size of Five Below’s Board to ten members. “We are excited to welcom

March 6, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2018 FIVE BELOW, INC.

February 13, 2018 SC 13G/A

FIVE / Five Below, Inc. / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Five Below Inc (Name of Issuer) Common Stock (Title of Class of Securities) 33829M101 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

February 9, 2018 SC 13G/A

FIVE / Five Below, Inc. / VANGUARD GROUP INC Passive Investment

fivebelowinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Five Below Inc Title of Class of Securities: Common Stock CUSIP Number: 33829M101 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to desig

January 8, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2018 FIVE BELOW, INC.

January 8, 2018 EX-99.1

Five Below, Inc. Announces Holiday Sales Results for Quarter-To-Date Through January 6, 2018; Expects Fourth Quarter and Fiscal 2017 Results Near High End of Previously Provided Guidance

Exhibit NEWS RELEASE Five Below, Inc. Announces Holiday Sales Results for Quarter-To-Date Through January 6, 2018; Expects Fourth Quarter and Fiscal 2017 Results Near High End of Previously Provided Guidance PHILADELPHIA , PA - ( January 8, 2018 ) - Five Below, Inc. (NASDAQ: FIVE) (?Five Below? or the ?Company?) today announced net sales results for the quarter-to-date period from October 29, 2017

December 1, 2017 EX-10.1

Employment Letter, dated October 29, 2017, by and between David Makuen and Five Below, Inc.

Exhibit 10.1 Five Below, Inc. 1818 Market Street Suite 2000 Philadelphia, PA 19103 p 215.546.7909 f 215-546-8099 www.fivebelow.com October 29, 2017 David Makuen Dear David: On behalf of Five Below Merchandising, Inc. (the “Company”), I am proud to extend the offer of promotion to Executive Vice President, Marketing and Strategy. In this position, you will continue to report directly to the Chief E

December 1, 2017 10-Q

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 28, 2017. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five B

November 30, 2017 EX-99..1

Five Below, Inc. Announces Third Quarter Fiscal 2017 Financial Results Q3 net sales increased 29% to $257.2 million Q3 EPS increased 80% to $0.18 Raises full year fiscal 2017 guidance

Exhibit NEWS RELEASE Five Below, Inc. Announces Third Quarter Fiscal 2017 Financial Results Q3 net sales increased 29% to $257.2 million Q3 EPS increased 80% to $0.18 Raises full year fiscal 2017 guidance PHILADELPHIA , PA ? ( November 30, 2017 ) ? Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the thirteen and thirty-nine weeks ended October 28, 2017 . For the thirteen week

November 30, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2017 FIVE BELOW, INC.

November 6, 2017 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Kenneth R.

August 31, 2017 10-Q

FIVE / Five Below, Inc. Q2 2017 FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 29, 2017. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Belo

August 31, 2017 EX-10.1

FIVE BELOW, INC. COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS (Effective June 20, 2017)

Exhibit 10.1 FIVE BELOW, INC. COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS (Effective June 20, 2017) 1. ANNUAL CASH AND STOCK COMPENSATION •Eligible Directors: Each member of the Company's Board of Directors (the "Board") who is not an employee of the Company (a "Non-Employee Director"); provided however, that any former employee of the Company who served on the Board at the time of the terminat

August 30, 2017 EX-99.1

Five Below, Inc. Announces Second Quarter Fiscal 2017 Financial Results Q2 net sales increased 29% to $283.3 million Q2 EPS increased 67% to $0.30 Raises full year fiscal 2017 guidance

Exhibit NEWS RELEASE Five Below, Inc. Announces Second Quarter Fiscal 2017 Financial Results Q2 net sales increased 29% to $283.3 million Q2 EPS increased 67% to $0.30 Raises full year fiscal 2017 guidance PHILADELPHIA , PA ? ( August 30, 2017 ) ? Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the thirteen and twenty-six weeks ended July 29, 2017 : For the thirteen weeks end

August 30, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2017 FIVE BELOW, INC.

June 21, 2017 8-K

Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2017 FIVE BELOW, INC.

June 2, 2017 10-Q

Five Below 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 29, 2017 . OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3560

June 2, 2017 EX-10.2

Five Below, Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 2, 2017)

Exhibit Exhibit 10.2 Five Below, Inc. Executive Severance Plan Summary Plan Description / Plan Document I. General Information A. The Five Below, Inc. Executive Severance Plan (the ?Plan?) provides eligible Participants with separation benefits in the event they are separated from service with Five Below, Inc. (the ?Company?) for the reasons and in accordance with the terms and conditions describe

June 2, 2017 EX-10.1

Employment Letter, dated April 6, 2017, by and between George S. Hill and Five Below, Inc. (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 2, 2017)

Exhibit Exhibit 10.1 Five Below, Inc. 1818 Market Street Suite 2000 Philadelphia, PA 19103 p 215.546.7909 f 215-546-8099 www.fivebelow.com April 6, 2017 George S. Hill Cranberry Township, PA Dear George: On behalf of Five Below, Inc. (the ?Company?), I am proud to extend you an offer to join our Company as Executive Vice President of Retail Operations. In this position, you will report directly to

June 1, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2017 FIVE BELOW, INC.

June 1, 2017 EX-99.1

Five Below, Inc. Announces First Quarter Fiscal 2017 Financial Results Q1 net sales increased 21% to $232.9 million Q1 EPS increased 25% to $0.15 Raises full year fiscal 2017 guidance

Exhibit NEWS RELEASE Five Below, Inc. Announces First Quarter Fiscal 2017 Financial Results Q1 net sales increased 21% to $232.9 million Q1 EPS increased 25% to $0.15 Raises full year fiscal 2017 guidance PHILADELPHIA , PA ? ( June 1, 2017 ) ? Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the thirteen weeks ended April 29, 2017 : ? Net sales increased by 20.8% to $232.9 mil

May 11, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2017 FIVE BELOW, INC.

May 11, 2017 EX-10.1

Fourth Amended and Restated Loan and Security Agreement, dated May 10, 2017, among the Company, Five Below Merchandising, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2017).

EX-10.1 Exhibit 10.1 Execution Version FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and between FIVE BELOW, INC., as Borrower, and FIVE BELOW MERCHANDISING, INC., as Original Guarantor, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender Dated: May 10, 2017 TABLE OF CONTENTS SECTION 1. DEFINITIONS 1 SECTION 2. CREDIT FACILITIES 17 2.1. Revolving Loans 17 2.2. Letters of Credit 17 2

May 11, 2017 DEFA14A

Five Below DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Co

May 11, 2017 DEF 14A

Five Below DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 9, 2017 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Kenneth R.

March 23, 2017 10-K

Five Below FORM 10-K (Annual Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 28, 2017 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35600 Five Below, Inc.

March 23, 2017 EX-21.1

Subsidiary List Five Below Merchandising, Inc., a Pennsylvania corporation

Exhibit 21.1 Exhibit 21.1 Subsidiary List Five Below Merchandising, Inc., a Pennsylvania corporation

March 22, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2017 FIVE BELOW, INC.

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