FIVE

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