Lathi Dinesh S. 4

What Happened

• Dinesh S. Lathi, a director of Five Below, received 156 shares of FIVE on 2026-02-02. The shares were valued at $197.80 each, for a total reported value of $30,857. This was an award/acquisition (not an open-market purchase or sale) issued as director compensation rather than a trading decision.

Key Details

• Transaction date and price: 2026-02-02 — 156 shares @ $197.80 per share (total $30,857).
• Shares owned after transaction: Not disclosed in the Form 4 filing.
• Footnote: The shares were issued pursuant to Five Below’s Compensation Policy for Non-Employee Directors in lieu of a $31,250 quarterly retainer, with applicable tax withholdings applied (per filing footnote F1).
• Filing timeliness: Reported on 2026-02-04 (filed within the normal 2-business-day Form 4 window).

Context

• This is routine director compensation (an award in lieu of cash retainer), which is common and does not necessarily signal insider views on the company’s near-term prospects. Such awards slightly increase shares outstanding and reflect standard compensation practices for non-employee directors.