MARKEE RICHARD L 4

What Happened
Richard L. Markee, a director of Five Below, was awarded 112 shares of FIVE on 2026-02-02 at an effective price of $197.80 per share, a total value of $22,154. This was an equity grant issued as director compensation (transaction code A), not an open-market purchase or sale.

Key Details

• Transaction date: 2026-02-02; reported on Form 4 filed 2026-02-04 (timely filing).
• Award detail: 112 shares @ $197.80 each = $22,154.
• Footnote: Shares were issued pursuant to Five Below’s Compensation Policy for Non-Employee Directors in lieu of a quarterly retainer of $22,500, less applicable tax withholdings.
• Shares owned after the transaction: Not specified in the filing.
• Transaction type: Equity award/grant (routine director compensation).

Context
This was a routine director equity grant issued instead of a cash retainer and should be viewed as compensation rather than a market signal of insider buying. Purchases by insiders can be more informative about sentiment; awards are common for non-employee directors and typically reflect standard pay practices.