FIVE BELOW, INC

8-K · five-20260603.htm iXBRL

0001177609 2026-06-03 2026-06-03

 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): June 3, 2026
 FIVE BELOW, INC.
 (Exact Name of Registrant as Specified in Charter)  

 Pennsylvania 001-35600   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 class Trading Symbol(s) Name of each exchange on which registered
 Common stock FIVE The 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 3, 2026, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the first quarter ended May 2, 2026 (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 3, 2026 to discuss the financial results.

 Item 9.01 Financial Statements and Exhibits.
 (d) Exhibits

 Exhibit No. Description
 99.1 Press Release dated June 3, 2026 announcing the Company's financial results for the first quarter ended May 2, 2026.

 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: June 3, 2026     By:   /s/ Daniel J. Sullivan
       Name:   Daniel J. Sullivan
       Title:   Chief Financial Officer and Treasurer