Five Below Director Michael F. Devine III Sells Over $1M in Common Stock

Executive Summary

On September 9, 2026, Five Below, Inc. ($FIVE) filed a Form 4 disclosing open market stock sales by Director Michael F. Devine III. On September 4, 2026, Mr. Devine executed two sale transactions disposing of a combined 4,250 shares of common stock for an aggregate consideration of approximately $1,065,084.00.

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Transaction Breakdown

1. First Tranche:

   • Shares Sold: 3,400 shares
   • Execution Price: $250.44 per share
   • Value: $851,496.00

2. Second Tranche:

   • Shares Sold: 850 shares
   • Execution Price: $251.28 per share (weighted average ranging from $251.18 to $251.46)
   • Value: $213,588.00

Total Impact:

• Pre-Transaction Holdings: 17,203 shares
• Shares Sold: 4,250 shares (~24.7% reduction)
• Post-Transaction Holdings: 12,953 shares directly held

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Context & Market Significance

• Role: Director
• Trading Plan: The filing does not indicate that the sale was conducted under a pre-arranged Rule 10b5-1 trading plan (aff10b5One checkbox is 0).
• Significance Level: Medium. While the transaction value exceeds $1M and represents nearly a quarter of the director's direct share count, sales by non-executive directors are commonly conducted for portfolio rebalancing or personal liquidity.