MARKEE RICHARD L 4

What Happened
Richard L. Markee, a director of Five Below, received an award of 96 shares on 2026-05-04, acquired at a reported per-share value of $231.10, for a total value of $22,186. This was an equity grant issued as director compensation (not an open-market purchase or sale).

Key Details

• Transaction date and price: 2026-05-04 at $231.10 per share.
• Shares awarded/acquired: 96 shares, total value reported $22,186.
• Shares owned after transaction: Not specified in the filing.
• Footnote: Shares were issued under Five Below’s Compensation Policy for Non-Employee Directors in lieu of a $22,500 quarterly retainer, net of applicable tax withholdings.
• Filing timeliness: Reported on 2026-05-06 (filed within the Form 4 two-business-day deadline).
• Transaction code: "A" — award/grant/acquisition (compensation).

Context
Awards to non-employee directors in lieu of cash retainers are routine and reflect compensation choices, not necessarily a directional signal about the company’s near-term prospects. The filing notes tax withholding reduced the gross retainer value to the net shares issued.