FIVE

EX-99.1

2 q22026fivebelowexhibit991.htm

PRESS RELEASE

Document

NEWS RELEASE

Five Below, Inc. Announces Second Quarter Fiscal 2026 Financial Results

Q2 Net Sales Increase of 22.9% to $1.3 Billion; Comparable Sales Increase of 14.1%

Q2 GAAP Diluted EPS of $3.99, Q2 Adjusted Diluted EPS of $1.68

Increases Full Year 2026 Sales and EPS Outlook

PHILADELPHIA, PA – (September 2, 2026) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the second quarter and year to date period ended August 1, 2026.

For the second quarter ended August 1, 2026:

•Net sales increased by 22.9% to $1.26 billion from $1.03 billion in the second quarter of fiscal 2025; comparable sales increased by 14.1%.

•The Company opened 52 net new stores and ended the quarter with 2,022 stores in 46 states. This represents an increase in stores of 8.8% from the end of the second quarter of fiscal 2025.

•Operating income was $275.4 million compared to $52.4 million in the second quarter of fiscal 2025. Adjusted operating income(1) was $113.2 million compared to $55.1 million in the second quarter of fiscal 2025.

•The effective tax rate was 23.9% compared to 26.2% in the second quarter of fiscal 2025.

•Net income was $221.4 million compared to $42.8 million in the second quarter of fiscal 2025. Adjusted net income(1) was $93.4 million compared to $44.8 million in the second quarter of fiscal 2025.

•Diluted income per common share was $3.99 compared to $0.77 in the second quarter of fiscal 2025. Adjusted diluted income per common share(1) was $1.68 compared to $0.81 in the second quarter of fiscal 2025.

•The Company repurchased approximately 311,000 shares in the second quarter of fiscal 2026 at a cost of approximately $60.0 million.

(1) A reconciliation of adjusted operating income, adjusted net income, and adjusted diluted income per common share to the most directly comparable financial measure presented in accordance with generally accepted accounting principles in the United States ("GAAP") is set forth in the schedule accompanying this release. See also “Non-GAAP Information.”

Winnie Park, CEO of Five Below, said, “We are thrilled with our second quarter performance and the continued momentum of our customer-centric strategy. Our Crew delivered strong results by collaborating on trend-right product stories at amazing value in stores that are fun and easy to shop. We remain maniacally focused on delivering our brand promise to be THE destination for the KID and the KID in all of us.”

Ms. Park continued, “Just as importantly, our Crew continues to drive new store growth at a higher level of executional excellence to bring Five Below to new communities. The balance between new store growth and double-digit comparable sales growth for the past five quarters is a testament to our operating flywheel gaining momentum. With a strong first half behind us and significant opportunities ahead, we are raising our full year outlook and look forward to delivering special curtain up moments for our customers through the holiday season and beyond.”

For the year to date period ended August 1, 2026:

•Net sales increased by 27.5% to $2.55 billion from $2.00 billion in the year to date period of fiscal 2025; comparable sales increased by 18.3%.

•The Company opened 101 net new stores compared to 87 net new stores in the year to date period of fiscal 2025.

•Operating income was $429.6 million compared to $103.2 million in the year to date period of fiscal 2025. Adjusted operating income(2) was $268.0 million compared to $114.7 million in the year to date period of fiscal 2025.

•The effective tax rate was 24.0% compared to 26.7% in the year to date period of fiscal 2025.

•Net income was $344.5 million compared to $83.9 million in the year to date period of fiscal 2025. Adjusted net income(2) was $217.1 million compared to $92.3 million in the year to date period of fiscal 2025.

•Diluted income per common share was $6.20 compared to $1.52 in the year to date period of fiscal 2025. Adjusted diluted income per common share(2) was $3.91 compared to $1.67 in the year to date period of fiscal 2025.

(2) A reconciliation of adjusted operating income, adjusted net income, and adjusted diluted income per common share to the most directly comparable financial measure presented in accordance with generally accepted accounting principles in the United States ("GAAP") is set forth in the schedule accompanying this release. See also “Non-GAAP Information.”

Third Quarter and Fiscal 2026 Outlook:

The Company expects the following results for the third quarter and full year of fiscal 2026. This outlook includes the expected impact of tariff rates currently in place and excludes the impact of future tariff refunds and share repurchases, if any.

For the third quarter of Fiscal 2026:

Current Outlook

Net sales$1.21 billion to $1.23 billion

Net new storesapproximately 40

Comparable sales+8% to +10%

Net income$56 million to $63 million

Dilu

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five-202512030001177609false00011776092025-12-032025-12-03

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 3, 2025

FIVE BELOW, INC.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania001-35600 75-3000378 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

701 Market Street Suite 300 Philadelphia, PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stockFIVEThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition. On December 3, 2025, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the third quarter and the year-to-date period ended November 1, 2025 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on December 3, 2025 to discuss the financial results.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1Press Release dated December 3, 2025 announcing the Company's financial results for the third quarter and year-to-date period ended November 1, 2025.

104*Coverage Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc. Date: December 3, 2025  By: /s/ Daniel J. Sullivan Name: Daniel J. Sullivan Title: Chief Financial Officer and Treasurer

five-202508270001177609false00011776092025-08-272025-08-27

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.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania001-35600 75-3000378 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

701 Market Street Suite 300 Philadelphia, PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stockFIVEThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition. On August 27, 2025, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the second quarter and the year-to-date period ended August 2, 2025 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on August 27, 2025 to discuss the financial results.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1Press Release dated August 27, 2025 announcing the Company's financial results for the second quarter and year-to-date period ended August 2, 2025.

104*Coverage Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc. Date: August 27, 2025  By: /s/ Kenneth R. Bull Name: Kenneth R. Bull Title: Chief Operating Officer and Interim Chief Financial Officer and Treasurer

five-202506040001177609false00011776092025-06-042025-06-04

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.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania001-35600 75-3000378 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

701 Market Street Suite 300 Philadelphia, PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stockFIVEThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition. On June 4, 2025, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the first quarter ended May 3, 2025 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on June 4, 2025 to discuss the financial results.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Financial Officer Transition On June 4, 2025, the Company and Kristy Chipman, its Chief Financial Officer and Treasurer, entered into a letter agreement providing for the cessation of Ms. Chipman’s employment by the Company in all capacities, effective as of June 6, 2025 (the “Cessation Agreement”). The cessation of Ms. Chipman’s employment is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

The Cessation Agreement provides that Ms. Chipman will remain available for 90 days after her employment ceases to advise the Company’s senior management on matters relating to the transition of her duties. The Cessation Agreement also provides that, in exchange for her execution of a general release of claims, Ms. Chipman (i) will receive two lump sum payments totaling $364,212 (representing six months of her base salary and the cost of six months of COBRA continuation coverage), (ii) will not be eligible to receive an annual bonus in respect of fiscal 2025, (iii) will forfeit all other cash incentive opportunities and equity incentive awards held by her (including the special cash and equity retention awards granted to her on July 30, 2024 and August 1, 2024, respectively), and (iv) will not be eligible to receive other severance payments or benefits in connection with the cessation of her employment. Finally, the Cessation Agreement includes a reaffirmation by Ms. Chipman of her obligations under the Restrictive Covenant Agreement she previously entered into with the Company.

On June 4, 2025, the Board appointed Mr. Kenneth R. Bull, the Chief Operating Officer of the Company, to also serve as the Company’s Chief Financial Officer and Treasurer on an interim basis, effective as of the cessation of Ms. Chipman’s service on June 6, 2025, while the Company conducts a search for Ms. Chipman’s permanent replacement. Biographical and other information about Mr. Bull is included in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 2, 2025.

Mr. Bull does not have any family relationships with any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Bull and any other persons pursuant to which Mr. Bull was selected to his i

five-202503190001177609false00011776092025-03-192025-03-19

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.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania001-35600 75-3000378 (State or Other Jurisdiction of Incorporation)(Commission File Number) (IRS Employer Identification No.)

701 Market Street Suite 300 Philadelphia, PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stockFIVEThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition. On March 19, 2025, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the fourth quarter and full year of fiscal 2024 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on March 19, 2025 to discuss the Company's financial results.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1Press Release dated March 19, 2025 announcing the Company's financial results for the fourth quarter and full year of fiscal 2024.

104*Coverage Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc. Date: March 19, 2025  By: /s/ Kristy Chipman Name: Kristy Chipman Title: Chief Financial Officer and Treasurer

five-202412040001177609false00011776092024-12-042024-12-04

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.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania001-35600 75-3000378 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

701 Market Street Suite 300 Philadelphia, PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stockFIVEThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition. On December 4, 2024, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the third quarter and the year-to-date period ended November 2, 2024 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on December 4, 2024 to discuss the financial results.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1Press Release dated December 4, 2024 announcing the Company's financial results for the third quarter and the year-to-date period ended November 2, 2024.

104*Coverage Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc. Date: December 4, 2024  By: /s/ Kristy Chipman Name: Kristy Chipman Title: Chief Financial Officer and Treasurer

five-202408280001177609false00011776092024-08-282024-08-28

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.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania001-35600 75-3000378 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

701 Market Street Suite 300 Philadelphia, PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stockFIVEThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition. On August 28, 2024, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the second quarter and the year-to-date period ended August 3, 2024 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on August 28, 2024 to discuss the financial results.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1Press Release dated August 28, 2024 announcing the Company's financial results for the second quarter and the year-to-date period ended August 3, 2024.

104*Coverage Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc. Date: August 28, 2024  By: /s/ Kristy Chipman Name: Kristy Chipman Title: Chief Financial Officer and Treasurer

five-202406050001177609false00011776092024-06-052024-06-05

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.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania001-35600 75-3000378 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

701 Market Street Suite 300 Philadelphia, PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stockFIVEThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition. On June 5, 2024, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the first quarter ended May 4, 2024 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on June 5, 2024 to discuss the financial results.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1Press Release dated June 5, 2024 announcing the Company's financial results for the first quarter ended May 4, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc. Date: June 5, 2024  By: /s/ Kristy Chipman Name: Kristy Chipman Title: Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.  Description 99.1  Press Release dated June 5, 2024 announcing the Company's financial results for the first quarter ended May 4, 2024.

five-202403200001177609false00011776092024-03-202024-03-20

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.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania001-35600 75-3000378 (State or Other Jurisdiction of Incorporation)(Commission File Number) (IRS Employer Identification No.)

701 Market Street Suite 300 Philadelphia, PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stockFIVEThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On March 20, 2024, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the fourth quarter and full year of fiscal 2023 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on March 20, 2024 to discuss the Company's financial results.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release dated March 20, 2024 announcing the Company's financial results for the fourth quarter and full year of fiscal 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc. Date: March 20, 2024  By: /s/ Kristy Chipman Name: Kristy Chipman Title: Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.  Description 99.1  Press Release dated March 20, 2024 announcing the Company's financial results for the fourth quarter and full year of fiscal 2023.

five-202311290001177609false00011776092023-11-292023-11-29

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.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania001-35600 75-3000378 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

701 Market Street Suite 300 Philadelphia, PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stockFIVEThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition. On November 29, 2023, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the third quarter and the year-to-date period ended October 28, 2023 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on November 29, 2023 to discuss the financial results.

Item 8.01 Other Events. On November 27, 2023, the Board of Directors retired the Company’s current share repurchase program and approved a new share repurchase program authorizing the repurchase of up to $100 million of the Company’s common stock through November 27, 2026, on the open market, in privately negotiated transactions, or otherwise. There can be no assurances that any such repurchases will be completed, or as to the timing or amount of any repurchases.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1Press Release dated November 29, 2023 announcing the Company's financial results for the third quarter and the year-to-date period ended October 28, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc. Date: November 29, 2023  By: /s/ Kristy Chipman Name: Kristy Chipman Title: Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.  Description 99.1  Press Release dated November 29, 2023 announcing the Company's financial results for the third quarter and the year-to-date period ended October 28, 2023.

five-202308300001177609false00011776092023-08-302023-08-30

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.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania001-35600 75-3000378 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

701 Market Street Suite 300 Philadelphia, PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stockFIVEThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On August 30, 2023, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the second quarter and the year-to-date period ended July 29, 2023 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on August 30, 2023 to discuss the financial results.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release dated August 30, 2023 announcing the Company's financial results for the second quarter and the year-to-date period ended July 29, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc. Date: August 30, 2023  By: /s/ Kristy Chipman Name: Kristy Chipman Title: Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.  Description 99.1  Press Release dated August 30, 2023 announcing the Company's financial results for the second quarter and the year-to-date period ended July 29, 2023.

five-202304290001177609false00011776092023-06-012023-06-01

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.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania001-35600 75-3000378 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

701 Market Street Suite 300 Philadelphia, PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stockFIVEThe Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On June 1, 2023, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the first quarter ended April 29, 2023 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on June 1, 2023 to discuss the financial results.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release dated June 1, 2023 announcing the Company's financial results for the first quarter ended April 29, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc. Date: June 1, 2023  By: /s/ Kenneth R. Bull Name: Kenneth R. Bull Title: Chief Operating Officer, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.  Description 99.1  Press Release dated June 1, 2023 announcing the Company's financial results for the first quarter ended April 29, 2023.

five-202303150001177609false00011776092023-03-152023-03-15

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.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania001-35600 75-3000378 (State or Other Jurisdiction of Incorporation)(Commission File Number) (IRS Employer Identification No.)

701 Market Street Suite 300 Philadelphia, PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stockFIVENasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On March 15, 2023, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the fourth quarter and full year of fiscal 2022 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on March 15, 2023 to discuss the Company's financial results.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release dated March 15, 2023 announcing the Company's financial results for the fourth quarter and full year of fiscal 2022.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc. Date: March 15, 2023  By: /s/ Kenneth R. Bull Name: Kenneth R. Bull Title: Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.  Description 99.1  Press Release dated March 15, 2023 announcing the Company's financial results for the fourth quarter and full year of fiscal 2022.

five-202211300001177609false00011776092022-11-302022-11-30

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.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania001-35600 75-3000378 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

701 Market Street Suite 300 Philadelphia, PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stockFIVENASDAQ Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On November 30, 2022, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the third quarter and the year-to-date period ended October 29, 2022 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on November 30, 2022 to discuss the financial results.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release dated November 30, 2022 announcing the Company's financial results for the third quarter and the year-to-date period ended October 29, 2022.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc. Date: November 30, 2022  By: /s/ Kenneth R. Bull Name: Kenneth R. Bull Title: Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.  Description 99.1  Press Release dated November 30, 2022 announcing the Company's financial results for the third quarter and the year-to-date period ended October 29, 2022.

five-202208310001177609false00011776092022-08-312022-08-31

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.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania001-35600 75-3000378 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

701 Market Street Suite 300 Philadelphia, PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stockFIVENASDAQ Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On August 31, 2022, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the second quarter and the year-to-date period ended July 30, 2022 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on August 31, 2022 to discuss the financial results.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release dated August 31, 2022 announcing the Company's financial results for the second quarter and the year-to-date period ended July 30, 2022.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc. Date: August 31, 2022  By: /s/ Kenneth R. Bull Name: Kenneth R. Bull Title: Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.  Description 99.1  Press Release dated August 31, 2022 announcing the Company's financial results for the second quarter and the year-to-date period ended July 30, 2022.

five-202206080001177609false00011776092022-06-082022-06-08

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.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania001-35600 75-3000378 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

701 Market Street Suite 300 Philadelphia, PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stockFIVENASDAQ Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On June 8, 2022, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the first quarter ended April 30, 2022 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on June 8, 2022 to discuss the financial results.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release dated June 8, 2022 announcing the Company's financial results for the first quarter ended April 30, 2022.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc. Date: June 8, 2022  By: /s/ Kenneth R. Bull Name: Kenneth R. Bull Title: Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.  Description 99.1  Press Release dated June 8, 2022 announcing the Company's financial results for the first quarter ended April 30, 2022.

five-202203300001177609false00011776092022-03-302022-03-30

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.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania001-35600 75-3000378 (State or Other Jurisdiction of Incorporation)(Commission File Number) (IRS Employer Identification No.)

701 Market Street Suite 300 Philadelphia, PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stockFIVENASDAQ Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On March 30, 2022, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the fourth quarter and full year of fiscal 2021 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a live webcast for 9:00 a.m. Eastern Time on March 30, 2022 to discuss the Company's financial results.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release dated March 30, 2022 announcing the Company's financial results for the fourth quarter and full year of fiscal 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc. Date: March 30, 2022  By: /s/ Kenneth R. Bull Name: Kenneth R. Bull Title: Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.  Description 99.1  Press Release dated March 30, 2022 announcing the Company's financial results for the fourth quarter and full year of fiscal 2021.

five-202112010001177609false00011776092021-12-012021-12-01

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.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania001-35600 75-3000378 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

701 Market Street Suite 300 Philadelphia, PA 19106 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 546-7909 Not applicable (Former Name or Former Address, if Changed Since Last Report) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stockFIVENASDAQ Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On December 1, 2021, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the third quarter and for the year-to-date period ended October 30, 2021 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on December 1, 2021 to discuss the financial results.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1Press Release dated December 1, 2021 announcing the Company's financial results for the third quarter and for the year-to-date period ended October 30, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc. Date: December 1, 2021  By: /s/ Kenneth R. Bull Name: Kenneth R. Bull Title: Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.  Description 99.1  Press Release dated December 1, 2021 announcing the Company's financial results for the third quarter and for the year-to-date period ended October 30, 2021.