10-K – 2026-03-19 – five-20260131.htm

Fiscal Year 2025 Compared to Fiscal Year 2024
Net Sales
Net sales increased to $4.8 billion in fiscal year 2025 from $3.9 billion in fiscal year 2024, an increase of $0.9 billion, or 22.9%. The increase was the result of a comparable sales increase of $473.0 million and a non-comparable sales increase of $414.6 million. The increase in non-comparable sales was primarily driven by new stores that opened in fiscal 2025, and the number of stores that opened in fiscal 2024 but have not been open for 15 full months.
Comparable sales increased 12.8%. This increase resulted from increases of approximately 7.1% in the number of transactions and approximately 5.3% in the average dollar value of transactions.
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Cost of Goods Sold and Gross Profit
Cost of goods sold increased to $3,049.5 million in fiscal year 2025 from $2,523.9 million in fiscal year 2024, an increase of $525.6 million, or 20.8%. The increase in cost of goods sold was primarily the result of increases in the merchandise costs of goods sold resulting from an increase in net sales and store occupancy costs primarily resulting from new store openings.
Gross profit increased to $1,714.7 million in fiscal year 2025 from $1,352.7 million in fiscal year 2024, an increase of $362.0 million, or 26.8%. Gross margin increased to 36.0% in fiscal year 2025 from 34.9% in fiscal year 2024, an increase of approximately 110 basis points. The increase in gross margin was primarily the result of a decrease as a percentage of net sales in store occupancy costs, partially offset by an increase as a percentage of net sales in merchandise costs of goods sold, which includes the impact of lower inventory shrinkage.
Selling, General and Administrative Expenses (including Depreciation and Amortization)
Selling, general and administrative expenses (including depreciation and amortization) increased to $1,257.3 million in fiscal year 2025 from $1,028.8 million in fiscal year 2024, an increase of $228.5 million, or 22.2%. As a percentage of net sales, selling, general and administrative expenses (including depreciation and amortization) decreased approximately 10 basis points to 26.4% in fiscal year 2025 compared to 26.5% in fiscal year 2024. The increase in selling, general and administrative expenses (including depreciation and amortization) was the result of an increase of $154.7 million in store-related expenses primarily to support new and existing stores. Also contributing to the increase in selling, general and administrative expenses (including depreciation and amortization) was an increase of $73.8 million in corporate-related expenses, which includes higher incentive compensation and lapping the impact of a non-recurring stock compensation benefit.
Income Tax Expense
Income tax expense increased to $121.7 million in fiscal year 2025 from $85.1 million in fiscal year 2024, an increase of $36.7 million, or 43.1%. The increase in income tax expense was primarily due to a $141.7 million increase in pre-tax net income and non-deductible expenses, partially offset by discrete items, which includes the impact of share-based accounting.
Our effective tax rate for fiscal year 2025 was 25.3% compared to 25.1% in fiscal year 2024. The increase in our effective tax rate was primarily driven by non-deductible expenses, partially offset by discrete items, which includes the impact of share-based accounting.
Net Income
As a result of the foregoing, net income increased to $358.6 million in fiscal year 2025 from $253.6 million in fiscal year 2024, an increase of approximately $105.0 million, or 41.4%.

Seasonality
Our business is seasonal in nature with the highest level of net sales and net income generated in the fourth fiscal quarter due to the year-end holiday season and, therefore, operating results for any fiscal quarter are not necessarily indicative of results for the full fiscal year. To prepare for the holiday season, we must order and keep in stock more merchandise than we carry during other parts of the year. We expect inventory levels, along with an increase in accounts payable and accrued expenses, generally to reach their highest levels in the third and fourth fiscal quarters in anticipation of the increased net sales during the year-end holiday season. As a result of this seasonality, and generally because of variation in consumer spending habits, we experience fluctuations in net sales, net income and working capital requirements during the year.
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Liquidity and Capital Resources

Overview
Cash capital expenditures typically vary depending on the timing of new store openings and infrastructure-related investments. We plan to make cash capital expenditures of approximately $230 million to $250 million in fiscal 2026, which exclude the impact of tenant allowances, and which we expect to fund from cash generated from operations, cash on-hand, investments and, as needed, borrowings under our Revolving Credit Facility. We expect to incur approximately $100 million of our cash capital expenditure budget in fiscal 2026 to construct and open approximately 150 net new stores, with the remainder projected to be spent on our store relocations and remodels, corporate infrastructure and shipcenter facilities.
Our primary working capital requirements are for the purchase of store inventory and payment of payroll, rent, other store operating costs and distribution costs. Our working capital requirements fluctuate during the year, rising in the third and fourth fiscal quarters as we take title to increasing quantities of inventory in anticipation of our peak, year-end holiday shopping season in the fourth fiscal quarter. Fluctuations in working capital are also driven by the timing of new store openings.
Historically, we have funded our capital expenditures and working capital requirements during the fiscal year with cash on hand, net cash provided by operating activities and borrowings under our Revolving Credit Facility, which expires in September 2027, as needed, and we expect that funding to continue. When we have used our Revolving Credit Facility, the amount of indebtedness outstanding under it has tended to be the highest in the beginning of the fourth quarter of each fiscal year. To the extent that we have drawn on the facility, we have paid down the borrowings before the end of the fiscal year with cash generated during our peak selling season in the fourth quarter. As of January 31, 2026, we did not have any direct borrowings under our Revolving Credit Facility and had approximately $214 million available on the line of credit, net of $11 million in outstanding letters of credit.
On November 27, 2023, our Board of Directors approved a new share repurchase program for up to $100 million of our common stock through November 27, 2026. In fiscal 2024, we purchased 266,997 shares at an aggregate cost of approximately $40.0 million, or average price of $149.79 per share. There were no repurchases in fiscal 2025.
Since approval of the share repurchase program in March 2018, we have purchased approximately 1.9 million shares for an aggregate cost of approximately $270 million. There can be no assurances that any additional repurchases will be completed, or as to the timing or amount of any repurchases. The share repurchase program may be modified or discontinued at any time.
Based on our growth plans, we believe that our cash position which includes our cash equivalents and short-term investments, net cash provided by operating activities and availability under our Revolving Credit Facility, which expires in September 2027, will be adequate to finance our planned capital expenditures, authorized share repurchases and working capital requirements over the next 12 months and for the foreseeable future thereafter. If cash flows from operations and borrowings under our Revolving Credit Facility are not sufficient or available to meet our requirements, then we will be required to obtain additional equity or debt financing in the future. There can be no assurance that equity or debt financing will be available to us when we need it or, if available, that the terms will be satisfactory to us and not dilutive to our then-current shareholders.

Cash Flows
A summary of our cash flows from operating, investing and financing activities is presented in the following table (in millions):
 

  Fiscal Year
2025 2024

Net cash provided by operating activities $ 586.4  $ 430.6 
Net cash used in investing activities (186.2) (232.9)
Net cash used in financing activities (8.3) (45.7)
Net increase during period in cash and cash equivalents (1)
$ 392.0  $ 152.0 

(1) Components may not add to total due to rounding.

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Cash Provided by Operating Activities
Net cash provided by operating activities for fiscal 2025 wa s $586.4 million, an increase of $155.8 million compared to fiscal 2024. The increase was primarily due to an increase in operating cash flows from store performance and changes in working capital, partially offset by an increase in income taxes paid.

Cash Used in Investing Activities
Net cash used in investing activities for fiscal 2025 w as $186.2 million, a decrease of $46.7 million compared to fiscal 2024. T he decrease was primarily due to a decrease in capital expenditures, partially offset by an increase in net purc hases of investment securities and other investments.

Cash Used in Financing Activities
Net cash used in financing activities for fiscal year 2025 was $8.3 million, a decrease of $37.4 million compared to fiscal 2024 . The decrease was primarily the result of a decrease in the repurchase and retirement of common stock.

Line of Credit
On September 16, 2022, we entered into a Second Amendment to Credit Agreement (the "Second Amendment") which amended the Fifth Amended and Restated Credit Agreement, dated as of April 24, 2020, as previously amended by that certain First Amendment to Credit Agreement, dated as of January 27, 2021 (the "First Amendment"; the Fifth Amended and Restated Credit Agreement as amended by the First Amendment and the Second Amendment, the “Credit Agreement”), among the Company, 1616 Holdings, Inc., a wholly-owned subsidiary of the Company ("1616 Holdings" and together with the Company, the "Loan Parties"), Wells Fargo Bank, National Association as administrative agent (the "Agent"), and other lenders party thereto (the "Lenders").
The Credit Agreement provides for a secured asset-based revolving line of credit in the amount of up to $225 million (the "Revolving Credit Facility"). Advances under the Revolving Credit Facility are tied to a borrowing base consisting of eligible credit card receivables and inventory, as reduced by certain reserves in effect from time to time. Pursuant to the Credit Agreement, inventory appraisals and certain other diligence items are deferred, with reduced advance rates during the period that such appraisals have not been delivered. Pursuant to the Second Amendment, the Revolving Credit Facility expires on the earliest to occur of (i) September 16, 2027 or (ii) an event of default.
The Second Amendment also replaced the existing LIBOR (the "London Interbank Offered Rate") provisions with SOFR (the "Secured Overnight Financing Rate") provisions which converted then outstanding LIBOR loans into SOFR loans and additionally makes a number of other revisions to other provisions of the Credit Agreement. Giving effect to the Second Amendment, outstanding borrowings under the Revolving Credit Facility would accrue interest at floating rates plus an applicable margin ranging from 1.12% to 1.50% for SOFR loans and 0.125% to 0.50% for base rate loans, and letter of credit fees range from 1.125% to 1.50%, in each case based on the average availability under the Revolving Credit Facility.
The Revolving Credit Facility may be increased by up to an additional $150.0 million, subject to certain conditions, including obtaining commitments from one or more Lenders (the "Accordion"). Pursuant to the First Amendment, we obtained commitments from the Lenders that would allow us at our election (subject only to satisfaction of certain customary conditions such as the absence of any Event of Default), to increase the amount of the Revolving Credit Facility by an aggregate principal amount up to $50 million within the Accordion (the "Committed Increase"). The entire amount of the Revolving Credit Facility is available for the issuance of letters of credit and allows for swingline loans.
The Credit Agreement contains customary covenants that limit, absent lender approval, the ability of the Company and certain of its affiliates to, among other things, pay cash dividends, incur debt, create liens and encumbrances, redeem or repurchase stock, enter into certain acquisition transactions with affiliates, merge, dissolve, repay certain indebtedness, change the nature of our business, enter sale or leaseback transactions, make investments or dispose of assets. In some cases, these restrictions are subject to certain negotiated exceptions or permit us to undertake otherwise restricted activities if it satisfies certain conditions. In addition, we will be required to maintain availability of not less than (i) 12.5% of the lesser of (x) aggregate commitments under the Revolving Credit Facility and (y) the borrowing base (the "loan cap") during the period that inventory appraisals have not been delivered as described above and (ii) at all other times 10.0% of the loan cap.
If there exists an event of default or availability under the Revolving Credit Facility is less than 15% of the loan cap, amounts in any of the Loan Parties' or subsidiary guarantors' designated deposit accounts will be transferred daily into a blocked account held by the Agent and applied to reduce outstanding amounts under the Revolving Credit Facility (the "Cash Dominion Event"), so long as (i) such event of default has not been waived and/or (ii) until availability has exceeded 15% of the loan cap for sixty (60) consecutive calendar days (provided that such ability to discontinue the Cash Dominion Event shall be limited to two times during the term of the Credit Agreement).
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The Credit Agreement contains customary events of default including, among other things, failure to pay obligations when due, initiation of bankruptcy or insolvency proceedings, defaults on certain other indebtedness, change of control, incurrence of certain material judgments that are not stayed, satisfied, bonded or discharged within 30 days, certain ERISA events, invalidity of the credit documents, and violation of affirmative and negative covenants or breach of representations and warranties set forth in the Credit Agreement. Amounts under the Revolving Credit Facility may become due upon events of default (subject to any applicable grace or cure periods).
All obligations under the Revolving Credit Facility are guaranteed by 1616 Holdings and secured by substantially all of the assets of the Company and 1616 Holdings. As of January 31, 2026 and February 1, 2025, we were in compliance with the covenants applicable to us under the First Amendment and the Revolving Credit Facility.
As of January 31, 2026, we had approximately $214 million available on the Revolving Credit Facility, net of $11 million in outstanding letters of credit. As of February 1, 2025, we had approximately $225 million available on the Revolving Credit Facility.

Critical Accounting Policies and Estimates
We have identified the policies below as critical to our business operations and understanding of our consolidated results of operations. The impact and any associated risks related to these policies on our business operations are discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect our reported and expected financial results. Our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. For a detailed discussion on the application of these and other accounting policies, see Note 1 in our annual consolidated financial statements included elsewhere in this Annual Report.
Inventories
Inventories consist of finished goods purchased for resale, including freight and tariffs, and are stated at the lower of cost and net realizable value, at the individual product level. Cost is determined on a weighted average cost method. The inventory cost used in the lower of cost or net realizable value analysis is subject to the effects of consumer demands, customer preferences and the broader economy. The effects of the previously listed criteria are not controllable by management. Our management reviews inventory levels in order to identify obsolete and slow-moving merchandise as these factors can indicate a decline in the value of inventory on hand. Inventory cost is reduced when the selling price less costs of disposal is below cost. We accrue an estimate for inventory shrink for the period between the last physical count and the balance sheet date. The shrink estimate can be affected by changes in merchandise mix and changes in actual shrink trends. These estimates are derived using available data and our historical experience. Our estimates may be impacted by changes in certain underlying assumptions and may not be indicative of future activity.
Impairment of Long-Lived Assets
Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Assets are grouped and evaluated for impairment at the lowest level of which there are identifiable cash flows, which is generally at a store level. Assets are reviewed for impairment using factors including, but not limited to, our future operating plans and projected cash flows. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated undiscounted future cash flows, then an impairment charge is recognized as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is based on discounted future cash flows of the asset using a discount rate commensurate with the risk. In the event of a store closure, we will record an impairment charge, if appropriate, or accelerate depreciation over the revised useful life of the asset. Based on the analysis performed, our management believes that there was no impairment of long-lived assets for each of the 2025, 2024 and 2023 fiscal years. The impairment loss analysis requires management to apply judgment and make estimates.
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Income Taxes
Income taxes are accounted for under the asset-and-liability method . Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
We record a valuation allowance to reduce our deferred tax assets when uncertainty regarding their realizability exists. In assessing the realizability of deferred tax assets, our management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Our management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.
Recently Issued Accounting Pronouncements
See "Note 1 - Summary of Significant Accounting Policies" to the consolidated financial statements included in Item 8 "Consolidated Financial Statements and Supplementary Data" of this Form 10-K, for a detailed description of recently issued accounting pronouncements.

Contractual Obligations
The following table summarizes, as of January 31, 2026, our minimum rental commitments under operating lease agreements including assumed extensions, minimum payments for long-term debt and other obligations in future periods:
 

(In millions) Payments Due By Period
Total Less than
1 year 1-3 years 3-5 years More than
5 years
Operating lease obligations (1)
$ 2,448.3  $ 400.0  $ 741.0  $ 605.3  $ 702.0 
Purchase obligations (2)
3.9  3.9  —  —  — 
Total $ 2,452.2  $ 403.9  $ 741.0  $ 605.3  $ 702.0 

(1) Our store leases generally have initial lease terms of 10 years and include renewal options on substantially the same terms and conditions as the original lease. Also included in operating leases are our leases for the corporate office, shipcenters and other.
(2) Purchase obligations are primarily for materials that will be used in the construction of new stores and purchase commitments for infrastructure and systems that will be used by the corporate office and shipcenters.
From February 1, 2026 to March 19, 2026, we committed to 27 new leases with terms of 10 years that have future minimum lease payments of approximately $48.0 million.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
Our principal market risk relates to interest rate sensitivity, which is the risk that future changes in interest rates will reduce our net income or net assets. We have investment securities that are interest-bearing securities and if there are changes in interest rates, those changes would affect the interest income we earn on these investments and, therefore, impact our cash flows and results of operations. However, due to the short term nature of our investment portfolio, we do not believe an immediate 100 basis point increase or decrease in interest rates would have a material effect on the fair market value of our portfolio, and accordingly we do not expect our operating results or cash flows to be materially affected by a sudden change in market interest rates.
We also have a Revolving Credit Facility which includes a revolving line of credit, which bears interest at a variable rate. Because our Revolving Credit Facility bears interest at a variable rate, we will be exposed to market risks relating to changes in interest rates, which could materially impact our consolidated statements of operations should we have any material borrowings under our Revolving Credit Facility.
As of January 31, 2026, we had approximately $214 million available on the Revolving Credit Facility, net of $11 million in outstanding letters of credit. The Credit Agreement provides that the interest rate payable on borrowings shall be, at the Company's option, a per annum rate equal to (a) a base rate plus an applicable margin ranging from 0.125% to 0.50% or (b) SOFR plus a margin ranging from 1.12% to 1.50%. Letter of credit fees range from 1.125% to 1.50%. We do not use derivative financial instruments for speculative or trading purposes, but this does not preclude our adoption of specific hedging strategies in the future.

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ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FIVE BELOW, INC.

Index to Consolidated Financial Statements

  Page

Report of KPMG LLP, Independent Registered Public Accounting Firm ( KPMG LLP , Philadelphia, PA , Audit Firm ID: 185 )
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Consolidated Balance Sheets as of January 31, 2026 and February 1, 2025
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Consolidated Statements of Operations for Fiscal Years 2025, 2024 and 2023
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Consolidated Statements of Changes in Shareholders’ Equity for Fiscal Years 2025, 2024 and 2023
52

Consolidated Statements of Cash Flows for Fiscal Years 2025, 2024 and 2023
53

Notes to Consolidated Financial Statements
54

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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Five Below, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Five Below, Inc. and subsidiaries (the Company) as of January 31, 2026 and February 1, 2025, the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the fiscal years in the three-year period ended January 31, 2026, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended January 31, 2026, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 19, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Slow-moving and obsolete inventories at net realizable value
As discussed in Note 1 to the consolidated financial statements, the Company monitors inventory levels in order to identify slow-moving or obsolete merchandise as these factors can indicate a decline in the net realizable value of the inventory on hand. The Company’s inventory balance was $847 million as of January 31, 2026. Inventory cost is reduced to net realizable value when cost exceeds the selling price less the cost of disposal. The net realizable value is subject to the effects of consumer demands, customer preferences, and the broader economy.

We identified the evaluation of slow-moving and obsolete inventories at net realizable value as a critical audit matter because a high degree of auditor judgment was required to evaluate the Company’s ability to sell certain products.
The following are the primary procedures we performed to address this critical audit matter.
• We evaluated the design and implementation and tested the operating effectiveness of certain internal controls related to the critical audit matter. This included controls related to the review of historical product sales and inventory quantities on hand, and the estimate of net realizable value of slow-moving and obsolete inventories and adjustments of inventory cost to net realizable value.
• We evaluated the Company’s methodology for determining slow-moving and obsolete merchandise.
• We selected certain products determined to be slow-moving and obsolete and considered current market trends or seasonal impacts by assessing the nature of the slow-moving and obsolete merchandise.
• We assessed the Company’s adjustments of inventory costs to net realizable value for certain slow-moving and obsolete inventories by (1) comparing the historical estimate for net realizable value adjustments to actual adjustments of inventory costs, and (2) analyzing sales subsequent to the measurement date.

/s/ KPMG LLP

We have served as the Company's auditor since 2002.
Philadelphia, Pennsylvania
March 19, 2026
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FIVE BELOW, INC.
Consolidated Balance Sheets
(in thousands, except share and per share data)  

January 31, 2026 February 1, 2025
Assets
Current assets:
Cash and cash equivalents $ 723,699   $ 331,718  
Short-term investment securities 208,508   197,073  

Inventories 846,609   659,500  
Prepaid income taxes and tax receivable 5,210   4,649  

Prepaid expenses and other current assets 132,697   158,427  
Total current assets 1,916,723   1,351,367  
Property and equipment, net 1,234,331   1,261,728  
Operating lease assets 1,765,704   1,706,542  

Other assets 20,261   19,937  
$ 4,937,019   $ 4,339,574  

Liabilities and Shareholders’ Equity
Current liabilities:
Line of credit $ —   $ —  

Accounts payable 368,381   260,343  
Income taxes payable 56,644   51,998  
Accrued salaries and wages 67,505   19,743  
Other accrued expenses 160,328   149,495  

Operating lease liabilities 301,148   274,863  
Total current liabilities 954,006   756,442  

Other long-term liabilities 8,667   8,210  
Deferred income taxes 50,015   59,891  
Long-term operating lease liabilities 1,731,041   1,706,704  
Total liabilities 2,743,729   2,531,247  
Commitments and contingencies (note 6)
Shareholders’ equity:

Common stock, $ 0.01 par value. Authorized 120,000,000 shares; issued and outstanding 55,228,735 and 55,028,682 shares, respectively.
551   549  
Additional paid-in capital 178,791   152,471  
Retained earnings 2,013,948   1,655,307  
Total shareholders’ equity 2,193,290   1,808,327  
$ 4,937,019   $ 4,339,574  

See accompanying notes to consolidated financial statements.

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FIVE BELOW, INC.
Consolidated Statements of Operations
(in thousands, except share and per share data)  

  Fiscal Year
2025 2024 2023
Net sales $ 4,764,147   $ 3,876,527   $ 3,559,369  
Cost of goods sold (exclusive of items shown separately below) 3,049,461   2,523,865   2,285,544  

Selling, general and administrative expenses 1,065,164   861,398   757,507  
Depreciation and amortization 192,123   167,447   130,747  
Operating income 457,399   323,817   385,571  
Interest income and other income, net 22,972   14,848   15,530  

Income before income taxes 480,371   338,665   401,101  
Income tax expense 121,730   85,054   99,995  
Net income $ 358,641   $ 253,611   $ 301,106  

Basic income per common share $ 6.51   $ 4.61   $ 5.43  
Diluted income per common share $ 6.47   $ 4.60   $ 5.41  

Weighted average shares outstanding:
Basic shares 55,112,281   55,055,064   55,487,252  
Diluted shares 55,436,972   55,156,342   55,621,619  

See accompanying notes to consolidated financial statements.

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FIVE BELOW, INC.
Consolidated Statements of Changes in Shareholders’ Equity
(in thousands, except share and per share data)

Common stock Additional
paid-in capital Retained
earnings Total
shareholders’ equity

Shares Amount

Balance, January 28, 2023 55,537,221   $ 555   $ 260,784   $ 1,100,590   $ 1,361,929  

Share-based compensation expense —  —  17,307   —  17,307  
Issuance of unrestricted stock awards 2,539   —  473   —  473  
Exercise of options to purchase common stock 7,800   —  286   —  286  

Vesting of restricted stock units and performance-based restricted stock units 235,460   2   —  —  2  
Common shares withheld for taxes ( 85,594 ) ( 1 ) ( 16,585 ) —  ( 16,586 )
Repurchase and retirement of common stock ( 504,369 ) ( 5 ) ( 80,536 ) —  ( 80,541 )

Issuance of common stock to employees under employee stock purchase plan 4,818   —  980   —  980  
Net income —  —  —  301,106   301,106  
Balance, February 3, 2024 55,197,875   $ 551   $ 182,709   $ 1,401,696   $ 1,584,956  
Share-based compensation expense —   —   14,939   —   14,939  
Issuance of unrestricted stock awards 6,055   —  562   —   562  
Exercise of options to purchase common stock 10,126   —  339   —   339  
Vesting of restricted stock units and performance-based restricted stock units 108,762   1   —  —   1  
Common shares withheld for taxes ( 37,047 ) —  ( 6,947 ) —   ( 6,947 )
Repurchase and retirement of common stock ( 266,997 ) ( 3 ) ( 40,210 ) —   ( 40,213 )
Issuance of common stock to employees under employee stock purchase plan 9,908   —  1,079   —   1,079  
Net income —   —   —   253,611   253,611  
Balance, February 1, 2025 55,028,682   $ 549   $ 152,471   $ 1,655,307   $ 1,808,327  
Share-based compensation expense —   —   34,049   —   34,049  
Issuance of unrestricted stock awards 4,389   —  544   —   544  
Exercise of options to purchase common stock —   —  —   —   —  
Vesting of restricted stock units and performance-based restricted stock units 254,595   2   —  —   2  
Common shares withheld for taxes ( 65,085 ) —  ( 9,214 ) —   ( 9,214 )
Repurchase and retirement of common stock —   —   —   —   —  
Issuance of common stock to employees under employee stock purchase plan 6,154   —  941   —   941  
Net income 358,641   358,641  
Balance, January 31, 2026 55,228,735   $ 551   $ 178,791   $ 2,013,948   $ 2,193,290  

See accompanying notes to consolidated financial statements.
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FIVE BELOW, INC.
Consolidated Statements of Cash Flows
(in thousands)

  Fiscal Year
2025 2024 2023
Operating activities:
Net income $ 358,641   $ 253,611   $ 301,106  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 192,123   167,447   130,747  

Share-based compensation expense 34,680   15,589   17,859  
Deferred income tax (benefit) expense ( 9,876 ) ( 6,852 ) 7,592  
Other non-cash expenses 2,985   1,312   351  
Changes in operating assets and liabilities:

Inventories ( 187,109 ) ( 74,873 ) ( 56,907 )
Prepaid income taxes and tax receivable ( 561 ) 185   4,064  

Prepaid expenses and other assets 25,262   ( 7,539 ) ( 26,651 )
Accounts payable 105,516   9,464   35,133  
Income taxes payable 4,646   10,226   21,844  
Accrued salaries and wages 47,762   ( 10,285 ) 4,608  
Operating leases ( 8,540 ) 45,891   51,515  

Other accrued expenses 20,899   26,472   8,358  
Net cash provided by operating activities 586,428   430,648   499,619  
Investing activities:
Purchases of investment securities and other investments ( 352,385 ) ( 192,918 ) ( 416,649 )
Sales, maturities, and redemptions of investment securities 340,950   283,974   195,364  
Capital expenditures ( 174,741 ) ( 323,994 ) ( 335,050 )
Net cash used in investing activities ( 186,176 ) ( 232,938 ) ( 556,335 )
Financing activities:

Net proceeds from issuance of common stock 941   1,079   980  
Repurchase and retirement of common stock —   ( 40,213 ) ( 80,541 )
Proceeds from exercise of options to purchase common stock and vesting of restricted and performance-based restricted stock units 2   340   288  
Common shares withheld for taxes ( 9,214 ) ( 6,947 ) ( 16,586 )

Net cash used in financing activities ( 8,271 ) ( 45,741 ) ( 95,859 )
Net increase (decrease) in cash and cash equivalents 391,981   151,969   ( 152,575 )
Cash and cash equivalents at beginning of year 331,718   179,749   332,324  
Cash and cash equivalents at end of year $ 723,699   $ 331,718   $ 179,749  
Supplemental disclosures of cash flow information:
Interest paid $ 475   $ 420   $ 496  
Income taxes paid $ 127,613   $ 81,656   $ 68,277  
Non-cash investing activities
(Decrease) increase in accounts payable and accrued purchases of property and equipment $ ( 7,174 ) $ ( 27,963 ) $ 4,686  

See accompanying notes to consolidated financial statements.
53

FIVE BELOW, INC.
Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Policies

(a) Description of Business
Five Below, Inc. (collectively referred to herein with its wholly-owned subsidiaries as the "Company") is a specialty value retailer offering a broad range of trend-right, high-quality products loved by the kid and the kid in all of us. The Company offers an edited assortment of products, with most priced at $ 5 and below. The Company’s edited assortment of products includes select brands and licensed merchandise. The Company believes its merchandise is readily available, and that there are a number of potential vendors that could be utilized, if necessary, under approximately the same terms the Company is currently receiving; thus, it is not dependent on a single vendor or a group of vendors.
The Company is incorporated in the Commonwealth of Pennsylvania and, as of January 31, 2026, operated in 46 states excluding Alaska, Hawaii, Idaho and Montana. As of January 31, 2026 and February 1, 2025, the Company operated 1,921  stores and 1,771 stores, respectively, each operating under the name “Five Below.”
The Company also sells its merchandise on the internet, through the Company's fivebelow.com e-commerce website and mobile app, offering home delivery and the option to buy online and pick up in store. Additionally, the Company sells merchandise through on-demand third-party delivery services to enable its customers to shop online and receive convenient delivery.
The Company's consolidated financial statements include the accounts of Five Below, Inc. and its subsidiaries (1616 Holdings, Inc., formerly known as Five Below Merchandising, Inc., 1616 Sourcing Holdco LLC and 1616 Holdings India Private Limited). All intercompany transactions and accounts are eliminated in the consolidation of the Company's and subsidiaries' financial statements.

(b) Fiscal Year
The Company operates on a 52/53-week fiscal year ending on the Saturday closest to January 31. References to "fiscal year 2025" or "fiscal 2025" refer to the period from February 2, 2025 to January 31, 2026, which consists of a 52-week year. References to "fiscal year 2024" or "fiscal 2024" refer to the period from February 4, 2024 to February 1, 2025, which consists of a 52-week year. References to "fiscal year 2023" or "fiscal 2023" refer to the period from January 29, 2023 to February 3, 2024, which consists of a 53-week fiscal year.

(c) Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with a maturity date of three months or less when purchased to be cash equivalents. Our cash equivalents consist of cash management solutions, credit and debit card receivables, money market funds, and corporate bonds with original maturities of 90 days or less, which are classified as cash and cash equivalents in the accompanying consolidated balance sheets. The cash management solutions relate to cash deposit products that provide credit generally processed the next business day for cash deposited in third-party tech-enabled solutions. For credit card and debit card receivables, the majority of payments due from banks for third-party credit card and debit card transactions resulting from customer purchases at the Company’s retail stores process within 24 to 48  hours, except for transactions occurring on a Friday, which are generally processed the following Monday. Amounts due from banks for these transactions classified as cash equivalents totaled $ 32.2 million and $ 24.7 million as of January 31, 2026 and February 1, 2025, respectively. Book overdrafts, which are outstanding checks in excess of funds on deposit, are recorded within accounts payable in the accompanying consolidated balance sheets and within operating activities in the accompanying consolidated statements of cash flows. As of January 31, 2026 and February 1, 2025, the Company had cash equivalents of $ 700.4 million and $ 310.4 million, respectively.

(d) Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation at the measurement date:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Inputs, other than Level 1, that are either directly or indirectly observable.
Level 3: Unobservable inputs developed using the Company’s estimates and assumptions which reflect those that market participants would use.
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The classification of fair value measurements within the hierarchy are based upon the lowest level of input that is significant to the measurement.
The Company’s financial instruments consist primarily of cash equivalents, investment securities, accounts payable, and borrowings, if any, under a line of credit. The Company believes that: (1) the carrying value of cash equivalents and accounts payable are representative of their respective fair value due to the short-term nature of these instruments; and (2) the carrying value of the borrowings, if any, under the line of credit approximates fair value because the line of credit’s interest rates vary with market interest rates. Under the fair value hierarchy, the fair market values of cash equivalents and the investments in corporate bonds are Level 1 while the investments in municipal bonds are Level 2. The fair market values of Level 2 instruments are determined by management with the assistance of a third-party pricing service. Since quoted prices in active markets for identical assets are not available, these prices are determined by the third-party pricing service using observable market information such as quotes from less active markets and quoted prices of similar securities.
As of January 31, 2026 and February 1, 2025, the Company's investment securities are classified as held-to-maturity since the Company has the intent and ability to hold the investments to maturity. Such securities are carried at amortized cost-plus accrued interest and consist of the following (in thousands):

As of January 31, 2026
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Market Value
Short-term:
Corporate bonds
$ 208,508   $ —   $ 64   $ 208,444  

Total $ 208,508   $ —   $ 64   $ 208,444  

As of February 1, 2025
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Market Value
Short-term:
Corporate bonds $ 197,073   $ —   $ 115   $ 196,958  

Total $ 197,073   $ —   $ 115   $ 196,958  

Short-term investment securities as of January 31, 2026 and February 1, 2025 all mature in one year or less.

(e) Inventories
Inventories consist of finished goods purchased for resale, including freight and tariffs, and are stated at the lower of cost and net realizable value, at the individual product level. Cost is determined on a weighted average cost method. Management of the Company reviews inventory levels in order to identify slow-moving merchandise and uses markdowns to clear merchandise. Inventory cost is reduced when the selling price less costs of disposal is below cost. The Company accrues an estimate for inventory shrink for the period between the last physical count and the balance sheet date. The shrink estimate can be affected by changes in merchandise mix and changes in actual shrink trends.

(f) Prepaid Expenses and Other Current Assets
Prepaid expenses as of January 31, 2026 and February 1, 2025 were $ 36.1 million and $ 37.7 million, respectively. Other current assets as of January 31, 2026 and February 1, 2025 were $ 96.6 million and $ 120.7 million, respectively.

(g) Property and Equipment
Property and equipment are stated at cost. Additions and improvements are capitalized, while repairs and maintenance are charged to expense as incurred.
Depreciation and amortization is recorded using the straight-line method over the shorter of the estimated useful lives of the assets or the terms of the respective leases, if applicable. The estimated useful lives are three to ten years for furniture and fixtures and computers and equipment. Store leasehold improvements are amortized over the shorter of the useful life or the lease term plus assumed extensions, which is generally ten years . Leasehold improvements located in the shipcenters and the corporate headquarters are amortized over the shorter of the useful life or the lease term. Depreciation and amortization expense for property and equipment was $ 192.1 million, $ 167.4 million and $ 130.7 million in fiscal 2025, fiscal 2024 and fiscal 2023, respectively.
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Property and equipment, net, consists of the following (in thousands):

January 31, 2026 February 1, 2025
Land $ 30,371   $ 30,371  
Furniture and fixtures 677,483   630,465  
Leasehold improvements 903,773   843,044  
Computers and equipment 475,296   424,282  
Construction in process 68,435   83,489  
Property and equipment, gross 2,155,358   2,011,651  
Less: Accumulated depreciation and amortization ( 921,027 ) ( 749,923 )
Property and equipment, net $ 1,234,331   $ 1,261,728  

(h) Impairment of Long-Lived Assets
Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Assets are grouped and evaluated for impairment at the lowest level of which there are identifiable cash flows, which is generally at a store level. Assets are reviewed for impairment using factors including, but not limited to, the Company's future operating plans and projected cash flows. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated undiscounted future cash flows, then an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Fair value is based on discounted future cash flows of the asset using a discount rate commensurate with the risk. In the event of a store closure, the Company will record an impairment charge, if appropriate, or accelerate depreciation over the revised useful life of the asset. Based on the Company's analysis performed in fiscal 2025, fiscal 2024 and fiscal 2023, management believes that no impairment of long-lived assets exists for the periods ended January 31, 2026, February 1, 2025 and February 3, 2024.

(i) Deferred Financing Costs
Deferred financing costs are amortized to interest expense over the term of the related credit agreement. As of January 31, 2026 and February 1, 2025, the Company had $ 0.2 million and $ 0.4 million remaining in the accompanying consolidated balance sheets within Other Assets.

(j) Operating Leases
The Company leases store locations, shipcenters, the corporate headquarters and equipment used in its operations and evaluates and classifies its leases as operating or capital leases for financial reporting purposes. Any assets held under a finance lease are included in property and equipment, net.
Leases are accounted for in accordance with the guidance in "Leases" (Topic 842). The Company is required to recognize an operating lease asset and an operating lease liability for its leases (other than leases that meet the definition of a short-term lease). The liability is equal to the present value of the lease payments using an estimated incremental borrowing rate, on a collateralized basis over similar term, that the Company would have incurred to borrow the funds necessary to purchase the leased asset. The asset is based on the liability, subject to certain adjustments, such as for initial direct costs. Operating leases result in straight-line expense while finance leases result in a front-loaded expense pattern.
At the inception of a lease, the Company determines the lease term, which includes periods under the exercise of renewal options that are reasonably assured. Renewal options are exercised at the Company's sole discretion. In September 2016, the Company signed a 15 -year lease for a new corporate headquarters location in Philadelphia, Pennsylvania. The Company currently occupies approximately 230,000 square feet of office space with multiple options to expand in the future. The lease agreement expires in early 2033 with three successive options to renew for additional terms up to approximately fifteen years . The shipcenter in Pedricktown, New Jersey is leased under a lease agreement expiring in 2030 with options to renew for two successive five-year periods. Generally, the Company’s store leases have expected lease terms of ten years , which are comprised of an initial term of ten years or an initial term of five years and one assumed five-year extension, resulting in a ten-year life. The expected lease term is used to determine whether a lease is finance or operating and to calculate straight-line rent expense.
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Substantially all of the Company's leases include options that allow the Company to renew or extend the lease term beyond the initial lease period, subject to terms and conditions agreed upon at the inception of the lease. Such terms and conditions include rental rates agreed upon at the inception of the lease that could represent below or above market rental rates later in the life of the lease, depending upon market conditions at the time of such renewal or extension. In addition, the Company's leases may include early termination options.

(k) Other Accrued Expenses
Other accrued expenses include accrued capital expenditures of $ 16.0 million and $ 25.7 million as of January 31, 2026 and February 1, 2025, respectively.

(l) Deferred Compensation
The Company approved and adopted the Five Below, Inc. Nonqualified Deferred Compensation Plan (the "Deferred Comp Plan") and a related, irrevocable grantor trust (the "Trust") during fiscal 2021. The Deferred Comp Plan provides eligible key crew with the opportunity to elect to defer up to 80% of their eligible compensation. The Company may make discretionary contributions, at the discretion of the Board. Payments under the Deferred Comp Plan will be made from the general assets of the Company or from the assets of the Trust, funded by the Company. The related liability is recorded as deferred compensation and included in other long-term liabilities in the consolidated balance sheets.

(m) Share-Based Compensation
The Company measures the cost of crew services received in exchange for share-based compensation based on the grant date fair value of the employee stock award. The Company recognizes compensation expense generally on a straight-line basis over the crew's requisite service period (generally the vesting period of the equity grant) based on the estimated grant date fair value of restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs") except for PSUs that have a market condition based on its total shareholder return relative to a pre-defined peer group, which are subject to multi-year performance objectives with vesting periods of approximately three years from the date of grant (if the applicable performance objectives are achieved). The fair value of these PSUs are determined using a Monte Carlo simulation model, which utilizes multiple input variables such as (i) total shareholder return from the beginning of the performance cycle through the performance measurement date(s); (ii) volatility; (iii) risk-free interest rates; and (iv) the correlation of the pre-defined peer group's total shareholder return. The Company uses the Black-Scholes option-pricing model for grants of stock options.
The fair value of restricted stock awards are based on the closing price of the Company's common stock on the grant date and the fair value of stock options are based on the Black-Scholes option-pricing model utilizing the closing price of the Company's common stock on the grant date as the fair value of common stock in the model. Modifications, cancellations or repurchases of awards after the grant date may require the Company to accelerate any remaining unearned share-based compensation cost or incur incremental compensation costs. Share-based compensation cost recognized and included in expenses for fiscal 2025, fiscal 2024 and fiscal 2023, was $ 34.7 million, $ 15.6 million and $ 17.9 million, respectively.

(n) Revenue Recognition
Revenue from store operations, including third-party delivery services, is recognized at the point of sale when control of the product is transferred to the customer at such time. Internet sales, through the Company's fivebelow.com e-commerce website and mobile app, are recognized when the customer receives the product as control transfers upon delivery. Returns subsequent to the period end are immaterial; accordingly, no significant reserve has been recorded. Gift card sales to customers are initially recorded as liabilities and recognized as sales upon redemption for merchandise or as breakage revenue in proportion to the pattern of redemption of the gift cards by the customer in net sales.
The transaction price for the Company’s sales is based on the item’s stated price. To the extent that the Company charges customers for shipping and handling on e-commerce sales, the Company records such amounts in net sales. Shipping and handling costs, which include fulfillment and shipping costs related to the Company's e-commerce operations, are included in costs of goods sold. The Company has elected to exclude all sales taxes collected from customers and remitted to governmental authorities from net sales in the accompanying consolidated statements of operations.
57

(o) Supply Chain Finance
The Company utilizes a supply chain finance program whereby qualifying suppliers may elect at their sole discretion to sell the Company's payment obligations to a designated third-party financial institution. While the terms of these agreements are between the supplier and the financial institution, the financial institution allows the participating suppliers to utilize the Company's creditworthiness in establishing credit spreads and associated costs. The payment terms that the Company has with participating suppliers under these programs generally range up to 90 days. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements. Supplier participation is voluntary, and there are no assets pledged as security or other forms of guarantees provided for the committed payment to the financial institution. The amount of obligations outstanding under the supply chain finance program, which are included within a ccounts payable in the Consolidated Balance Sheets, was $ 6.2 million and $ 0.7 million as of January 31, 2026 and February 1, 2025, respectively.

The following table is a reconciliation of the obligations outstanding under the Company’s supply chain finance program for fiscal 2025 (in thousands):

Fiscal 2025
Amount
Obligations outstanding as of February 1, 2025 $ 734  
Obligations confirmed during the period 32,826
Obligations settled during the period 27,358
Obligations outstanding as of January 31, 2026 $ 6,202  

(p) Shipping and Handling Revenues and Costs
The Company includes all shipping and handling revenue from e-commerce sales in net sales. Shipping and handling costs, which are included in cost of goods sold in the accompanying consolidated statements of operations, include fulfillment and shipping costs related to the Company's e-commerce operations.

(q) Cost of Goods Sold
Cost of goods sold reflects the direct costs of purchased merchandise and inbound freight and tariffs, as well as store occupancy, distribution and buying expenses. Store occupancy costs include rent, common area maintenance, utilities and property taxes for all store locations. Distribution costs include costs for receiving, processing, warehousing and shipping of merchandise to or from the Company's shipcenters and between store locations. Buying costs include compensation expense for the Company's internal buying organization.

(r) Selling, General and Administrative Expenses (including Depreciation and Amortization)
Selling, general and administrative expenses (including depreciation and amortization) include payroll and other compensation, marketing and advertising expense, depreciation and amortization expense, and other selling and administrative expenses.

(s) Vendor Allowances
The Company receives various incentives in the form of allowances, free product and promotional funds from its vendors based on product purchases and advertising activities. The amounts received are subject to changes in market conditions, vendor marketing strategies and changes in the profitability or sell-through of the related merchandise for the Company. Merchandise allowances are recognized in the period the related merchandise is sold within cost of goods sold. Marketing allowances are recorded in selling, general and administrative expenses and are recognized in the period the related advertising occurs to the extent the allowance is a reimbursement that is specific and incremental, and identifiable costs have been incurred by the Company to sell the vendor’s products. To the extent these conditions are not met, these allowances are recorded as merchandise allowances.

(t) Store Pre-Opening Costs
Costs incurred between completion of a new store location’s construction and its opening (pre-opening costs) are charged to expense as incurred. Pre-opening costs were $ 14.8 million, $ 18.9 million and $ 18.3 million in fiscal 2025, fiscal 2024, and fiscal 2023, respectively, and are recorded in the accompanying consolidated statements of operations based on the nature of the expense.
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(u) Advertising Costs
Advertising costs are charged to expense as the advertising takes place. Advertising expenses were $ 76.2 million, $ 64.3 million and $ 62.5 million in fiscal 2025, fiscal 2024 and fiscal 2023, respectively, and are included in selling, general and administrative expenses in the accompanying consolidated statements of operations.

(v) Income Taxes
Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
The Company records a valuation allowance to reduce its deferred tax assets when uncertainty regarding their realizability exists. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

(w) Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

(x) Use of Estimates
The preparation of consolidated financial statements requires management of the Company to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, net realizable value for inventories, income taxes, share-based compensation expense, and the incremental borrowing rate utilized in operating lease liabilities .

(y) Recently Issued Accounting Standards
In December 2023, the FASB issued ASU 2023-09, Income Taxes - Improvements to Income Tax Disclosures. This new guidance requires consistent categories and enhanced disaggregation of information in the rate reconciliation and enhanced disaggregation of income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted this guidance prospectively on January 31, 2026, and enhanced the disclosures included in Note 9 - Income Taxes.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. This new guidance requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory, employee compensation, and depreciation and amortization. In January 2025, the FASB issued ASU 2025-01, which clarifies the effective date of ASU 2024-03. The amendment is effective for fiscal years beginning after December 15, 2026 and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software. This new guidance amends certain aspects of the accounting for and disclosure of costs incurred to develop internal use software by removing references to project stages of a software development project, which better aligns with current software development methods. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements.
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(2) Revenue from Contracts with Customers
Disaggregation of Revenue
The following table provides information about disaggregated revenue by groups of products: leisure, fashion and home, and snack and seasonal (in thousands):

Fiscal Year Fiscal Year Fiscal Year
2025 2024 2023
Amount Percentage of Net Sales Amount Percentage of Net Sales Amount Percentage of Net Sales
Leisure $ 2,118,114   44.5   % $ 1,715,847   44.3   % $ 1,644,171   46.2   %
Fashion and home 1,472,911   30.9   % 1,171,541   30.2   % 1,043,579   29.3   %
Snack and seasonal 1,173,122   24.6   % 989,139   25.5   % 871,619   24.5   %

Total $ 4,764,147   100.0   % $ 3,876,527   100.0   % $ 3,559,369   100.0   %

(3) Leases
The Company determines if an arrangement contains a lease at the inception of a contract. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and operating lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. As the rate implicit in the lease is not readily determinable for the Company's leases, the Company utilizes its incremental borrowing rate to determine the present value of future lease payments. The incremental borrowing rate represents a significant judgment and is determined based on an analysis of the Company's synthetic credit rating, prevailing financial market conditions, corporate bond yields, treasury bond yields, and the effect of collateralization. The operating lease assets also include lease payments made before commencement and exclude lease incentives.
The Company’s real estate leases typically contain options that permit renewals for additional periods of up to five years . For real estate leases, except for renewals that generally take the lease to a ten-year term, the options to renew are not considered reasonably certain at lease commencement because the Company reevaluates each lease on a regular basis to consider the economic and strategic benefits of exercising the renewal options, and regularly opens, relocates or closes stores to align with its operating strategy. Therefore, generally, except for renewals that take the lease to a ten-year term, the renewal option periods are not included within the lease term and the associated payments are not included in the measurement of the operating lease asset and operating lease liability as the exercise of such options is not reasonably certain. The Company’s operating lease agreements, including assumed renewals, which are generally those that take the lease to a ten-year term, expire through fiscal 2037. Similarly, renewal options are not included in the lease term for non-real estate leases because they are not considered reasonably certain of being exercised at lease commencement. Leases with an initial term of 12 months or less are not recorded on the balance sheets and lease expense is recognized on a straight-line basis over the term of the short-term lease.
For certain real estate leases, the Company accounts for lease components and non-lease components as a single lease component. Certain real estate leases require additional payments for reimbursement of real estate taxes, common area maintenance and insurance as well as payments based on sales volume, all of which are expensed as incurred as variable lease costs. Other real estate leases contain one fixed lease payment that includes real estate taxes, common area maintenance and insurance. These fixed payments are considered part of the lease payment and included in the operating lease assets and operating lease liabilities.
All of the Company's leases are classified as operating leases and the associated assets and liabilities are presented as separate captions in the consolidated balance sheets. As of January 31, 2026 and February 1, 2025, the weighted average remaining lease term for the Company's operating leases was 7.0 years and 7.4 years, respectively, and the weighted average discount rate was 5.3 % and 5.3 %, respectively.
The following table is a summary of the Company's components for net lease costs as of January 31, 2026 and February 1, 2025 (in thousands):

Fiscal Year Ended
Lease Cost January 31, 2026 February 1, 2025
Operating lease cost $ 346,481   $ 311,841  
Variable lease cost 103,390   92,195  
Net lease cost* $ 449,871   $ 404,036  

* Excludes short-term lease cost, which is immaterial
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The following table summarizes the maturity of lease liabilities under operating leases as of January 31, 2026 (in thousands):

Maturity of Lease Liabilities Operating Leases
2026 $ 400,026  
2027 383,225  
2028 357,774  
2029 325,200  
2030 280,111  
After 2030 701,959  
Total lease payments 2,448,295  
Less: imputed interest 416,106  
Present value of lease liabilities $ 2,032,189  

The following table summarizes the supplemental cash flow disclosures related to leases as of January 31, 2026 and February 1, 2025 (in thousands):

Fiscal Year Ended
January 31, 2026 February 1, 2025
Cash paid for amounts included in the measurement of lease liabilities:
Cash payments arising from operating lease liabilities (1)
$ 316,857   $ 245,950  
Supplemental non-cash information:
Operating lease liabilities arising from obtaining right-of-use assets $ 289,396   $ 400,021  

(1) Included within operating activities in the Company's Consolidated Statements of Cash Flows.

As of January 31, 2026, the Company has entered into commitments for new stores for which the leases have not yet commenced that have future minimum lease payments of approximately $ 126.8 million.
During the fiscal year ended January 31, 2026, the Company committed to 141 new store leases with average terms of approximately ten years that have future minimum lease payments of approximately $ 258.0 million.
From February 1, 2026 to March 19, 2026, the Company committed to 27  new leases with terms of ten years that have future minimum lease payments of approximately $ 48.0 million.

(4) Income Per Common Share
Basic income per common share amounts are calculated using the weighted-average number of common shares outstanding for the period. Diluted income per common share amounts are calculated using the weighted-average number of common shares outstanding for the period and include the dilutive impact of assumed vesting of restricted stock awards and shares currently available for purchase under the Company's Employee Stock Purchase Plan, using the treasury stock method. Performance-based restricted stock units are considered contingently issuable shares for diluted income per common share purposes and the dilutive impact, if any, is not included in the weighted-average shares until the performance conditions are met. The dilutive impact, if any, for performance-based restricted stock units, which are subject to market conditions based on the Company's total shareholder return relative to a pre-defined peer group, are included in the weighted average shares.
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The following table reconciles net income and the weighted average common shares outstanding used in the computations of basic and diluted income per common share (in thousands, except for share and per share data):
 

Fiscal Year
  2025 2024 2023
Numerator:
Net income $ 358,641   $ 253,611   $ 301,106  

Denominator:
Weighted average common shares outstanding - basic 55,112,281   55,055,064   55,487,252  
Dilutive impact of restricted stock units and employee stock purchase plan 324,691   101,278   134,367  
Weighted average common shares outstanding - diluted 55,436,972   55,156,342   55,621,619  
Per common share:
Basic income per common share $ 6.51   $ 4.61   $ 5.43  
Diluted income per common share $ 6.47   $ 4.60   $ 5.41  

The effects of the assumed vesting of restricted stock units outstanding as of January 31, 2026, February 1, 2025 and February 3, 2024 for 62,733 , 99,741 and 19,152 shares of common stock, respectively, were excluded from the fiscal 2025, fiscal 2024 and fiscal 2023 calculation of diluted income per common share as their impact would have been anti-dilutive.
The aforementioned excluded shares do not reflect the impact of any incremental repurchases under the treasury stock method.

(5) Line of Credit

On September 16, 2022, the Company entered into a Second Amendment to Credit Agreement (the "Second Amendment") which amended the Fifth Amended and Restated Credit Agreement, dated as of April 24, 2020, as previously amended by that certain First Amendment to Credit Agreement, dated as of January 27, 2021 (the "First Amendment"; the Fifth Amended and Restated Credit Agreement as amended by the First Amendment and the Second Amendment, the “Credit Agreement”), among the Company, 1616 Holdings, Inc., a wholly-owned subsidiary of the Company ("1616 Holdings" and together with the Company, the "Loan Parties"), Wells Fargo Bank, National Association as administrative agent (the "Agent"), and other lenders party thereto (the "Lenders").
The Credit Agreement provides for a secured asset-based revolving line of credit in the amount of up to $ 225 million (the "Revolving Credit Facility"). Advances under the Revolving Credit Facility are tied to a borrowing base consisting of eligible credit card receivables and inventory, as reduced by certain reserves in effect from time to time. Pursuant to the Credit Agreement, inventory appraisals and certain other diligence items are deferred, with reduced advance rates during the period that such appraisals have not been delivered. Pursuant to the Second Amendment, the Revolving Credit Facility expires on the earliest to occur of (i) September 16, 2027 or (ii) an event of default.
The Second Amendment also replaced the existing LIBOR (the "London Interbank Offered Rate") provisions with SOFR (the "Secured Overnight Financing Rate") provisions which converted then outstanding LIBOR loans into SOFR loans and additionally makes a number of other revisions to other provisions of the Credit Agreement. Giving effect to the Second Amendment, outstanding borrowings under the Revolving Credit Facility would accrue interest at floating rates plus an applicable margin ranging from 1.12 % to 1.50 % for SOFR loans and 0.125 % to 0.50 % for base rate loans, and letter of credit fees range from 1.125 % to 1.50 %, in each case based on the average availability under the Revolving Credit Facility.
The Revolving Credit Facility may be increased by up to an additional $150.0 million, subject to certain conditions, including obtaining commitments from one or more Lenders (the "Accordion"). Pursuant to the First Amendment, the Company obtained commitments from the Lenders that would allow the Company at its election (subject only to satisfaction of certain customary conditions such as the absence of any Event of Default), to increase the amount of the Revolving Credit Facility by an aggregate principal amount up to $ 50 million within the Accordion (the "Committed Increase"). The entire amount of the Revolving Credit Facility is available for the issuance of letters of credit and allows for swingline loans.
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The Credit Agreement contains customary covenants that limit, absent lender approval, the ability of the Company and certain of its affiliates to, among other things, pay cash dividends, incur debt, create liens and encumbrances, redeem or repurchase stock, enter into certain acquisition transactions with affiliates, merge, dissolve, repay certain indebtedness, change the nature of the Company’s business, enter sale or leaseback transactions, make investments or dispose of assets. In some cases, these restrictions are subject to certain negotiated exceptions or permit the Company to undertake otherwise restricted activities if it satisfies certain conditions. In addition, the Company will be required to maintain availability of not less than (i) 12.5 % of the lesser of (x) aggregate commitments under the Revolving Credit Facility and (y) the borrowing base (the "loan cap") during the period that inventory appraisals have not been delivered as described above and (ii) at all other times 10.0 % of the loan cap.
If there exists an event of default or availability under the Revolving Credit Facility is less than 15% of the loan cap, amounts in any of the Loan Parties' or subsidiary guarantors' designated deposit accounts will be transferred daily into a blocked account held by the Agent and applied to reduce outstanding amounts under the Revolving Credit Facility (the "Cash Dominion Event"), so long as (i) such event of default has not been waived and/or (ii) until availability has exceeded 15% of the loan cap for sixty (60) consecutive calendar days (provided that such ability to discontinue the Cash Dominion Event shall be limited to two times during the term of the Credit Agreement).
The Credit Agreement contains customary events of default including, among other things, failure to pay obligations when due, initiation of bankruptcy or insolvency proceedings, defaults on certain other indebtedness, change of control, incurrence of certain material judgments that are not stayed, satisfied, bonded or discharged within 30 days, certain ERISA events, invalidity of the credit documents, and violation of affirmative and negative covenants or breach of representations and warranties set forth in the Credit Agreement. Amounts under the Revolving Credit Facility may become due upon events of default (subject to any applicable grace or cure periods).
All obligations under the Revolving Credit Facility are guaranteed by 1616 Holdings and secured by substantially all of the assets of the Company and 1616 Holdings. As of January 31, 2026 and February 1, 2025, the Company was in compliance with the covenants applicable to it under the Revolving Credit Facility.
During fiscal 2025 and fiscal 2024, the Company had no borrowings or interest expense under the Revolving Credit Facility.
As of January 31, 2026, the Company had approximately $ 214  million available on the Revolving Credit Facility, net of $ 11  million in outstanding letters of credit. As of February 1, 2025, the Company had approximately $ 225 million available on the Revolving Credit Facility.

(6) Commitments and Contingencies
Commitments
Other Contractual Commitments
The Company has an executive severance plan that is applicable to certain key crew that provide for, among other things, salary, bonus, severance, and change-in-control provisions.
As of January 31, 2026, the Company has other purchase commitments of approximately $ 3.9 million consisting of purchase agreements for materials that will be used in the construction of new stores.
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Contingencies
Legal Matters
The Company is subject to various proceedings, lawsuits, investigations, disputes, and claims arising in the ordinary course of the Company's business. Many of these actions raise complex factual and legal issues and are subject to uncertainties. Actions filed against the Company from time to time include commercial, intellectual property, customer, consumer, and employment proceedings, including class action lawsuits. The plaintiffs and government authorities in some actions may seek unspecified damages, injunctive relief, penalties and cost reimbursement. Actions are in various procedural stages, and some are covered in part by insurance. The Company cannot predict with assurance the outcome of actions brought against the Company. Accordingly, adverse developments, settlements, or resolutions may occur and negatively impact income in the quarter of such development, settlement or resolution. If a potential loss arising from these lawsuits, claims and pending actions is probable and reasonably estimable, the Company records the estimated liability based on circumstances and assumptions existing at the time. Although the outcome of these and other claims cannot be predicted with certainty, management does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company's financial condition or results of operations.
On August 1, 2024, a putative class action was filed against the Company and a certain former senior officer in the United States District Court for the Eastern District of Pennsylvania, purportedly on behalf of a class of the Company's investors who purchased or otherwise acquired the Company's publicly traded securities between March 20, 2024 and July 16, 2024. On September 16, 2024, a similar action was commenced against the Company in the same court on behalf of a class of investors who purchased or otherwise acquired the Company's publicly traded securities between December 1, 2022 and July 16, 2024. The complaints allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder in connection with various public statements made by the Company. On October 28, 2024, the court entered an order consolidating the actions and appointing the lead plaintiff. On January 13, 2025, lead plaintiff filed its Consolidated Amended Complaint. On March 14, 2025, Defendants filed their Motion to Dismiss the Consolidated Amended Complaint. On May 13, 2025, lead plaintiff filed a response in opposition to Defendants' Motion to Dismiss. Defendants filed their reply in support of their Motion to Dismiss on June 12, 2025. The Motion to Dismiss was granted in part and denied in part on August 25, 2025. On October 3, 2025, the Company filed an Answer to the Consolidated Amended Complaint. Plaintiffs filed a motion for class certification on January 16, 2026, and Defendants filed an opposition to class certification on March 13, 2026, for which briefing will conclude in April 2026. Discovery is ongoing.
In October 2024, the Company received two separate letters from purported shareholders demanding that the Company investigate certain potential derivative claims relating to the same circumstances and allegations included in the shareholder class action. The Company subsequently received four additional separate letters from purported shareholders making similar demands. In response, the Board of Directors formed a Special Litigation Committee, which has investigated the allegations contained in each of these letters, and on September 10, 2025, the Special Litigation Committee completed its investigation and determined that it would not be in the best interests of the Company to pursue litigation or take other steps in response to the demand letters. In October and December 2025, four of the purported shareholders filed derivative suits based on the allegations in their demand letters, two of which were filed in the United States District Court for the Eastern District of Pennsylvania (and have been consolidated into one action) and two of which were filed in Philadelphia County Court of Common Pleas (which the Company is in the process of consolidating into one action). The action in the United States District Court for the Eastern District of Pennsylvania has been stayed pending the outcome of the class action. The Company has agreed with the plaintiffs to a stay of the state court proceedings in the Philadelphia County Court of Common Pleas and is working with them to seek Court approval.
The Company intends to vigorously defend against the foregoing actions, which the Company believes to be without merit. The potential impact of these actions, which seek unspecified damages, attorneys’ fees and expenses, is uncertain.

(7) Shareholders’ Equity
As of January 31, 2026, the Company is authorized to issue 120 million shares of $ 0.01 par value common stock and 5 million shares of $ 0.01 par value preferred stock. The holders of the common stock are entitled to one vote per share of common stock and are entitled to receive dividends if declared by the Board of Directors. The preferred stock may be issued from time to time in series as designated by the Board of Directors. The designations, powers, preferences, voting rights, privileges, options, conversion rights, and other special rights of the shares of each such series and the qualifications, limitations and restrictions thereof shall be designated by the Board of Directors.
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Common Stock
The Five Below, Inc. 2012 Employee Stock Purchase Plan (the “ESPP”) is intended to be qualified as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986. The number of shares of common stock reserved for issuance, which is subject to other limitations, is 500,000 shares. The ESPP allows eligible crew the opportunity to purchase, subject to limitations, shares of the Company’s common stock through payroll deductions at a discount of 10 % of the fair market value of such shares on the purchase date. In fiscal 2025, the Company issued 6,154 shares of common stock under the ESPP resulting in proceeds of $ 0.9 million and recorded share-based compensation expense of $ 87 thousand in connection with the ESPP related to the amount of the discount. In fiscal 2024, the Company issued 9,908 shares of common stock under the ESPP resulting in proceeds of $ 1.1 million and recorded share-based compensation expense of $ 88 thousand in connection with the ESPP related to the amount of the discount. In fiscal 2023, the Company issued 4,818 shares of common stock under the ESPP resulting in proceeds of $ 1.0  million and recorded share-based compensation expense of $ 96 thousand in connection with the ESPP related to the amount of the discount.

(8) Share-Based Compensation

Equity Incentive Plan
Pursuant to the Company's 2022 Equity Incentive Plan (the “Plan”), the Company’s Board of Directors may grant stock options, restricted shares and restricted stock units to officers, directors, key crew and professional service providers. The Plan allows for the issuance of up to a total of 4.3 million shares under the Plan. As of January 31, 2026, approximately 2.9 million stock options, restricted shares, or restricted stock units were available for grant.

Common Stock Options
All stock options have a term not greater than ten years . Stock options vest and become exercisable in whole or in part, in accordance with vesting conditions set by the Company’s Board of Directors. Options granted to date generally vest over four years from the date of grant.
Stock option activity under the Plan was as follows:  

Options
outstanding Weighted
average
exercise
price Weighted
average
remaining
contractual
term

Balance as of January 28, 2023 18,026   $ 34.92   1.8

Forfeited ( 100 ) 41.67  
Exercised ( 7,800 ) 36.70
Balance as of February 3, 2024 10,126   33.48 1.6

Exercised ( 10,126 ) 33.48
Balance as of February 1, 2025 —   —   — 

Balance as of January 31, 2026 —   —  — 
Exercisable as of January 31, 2026 —   $ —  — 

The fair value of each option award granted to crew, including outside directors, is estimated on the date of grant using the Black-Scholes option-pricing model. The Company did not grant any stock options in fiscal 2025, fiscal 2024 and fiscal 2023.
The Company uses the simplified method to estimate the expected term of the option. The expected volatility incorporates historical and implied volatility of similar entities whose share prices are publicly available. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
The total intrinsic value of stock options exercised during fiscal 2024 and fiscal 2023 was $ 0.6 million and $ 1.1 million, respectively. There were no stock options outstanding and exercisable as of January 31, 2026. In fiscal 2024 and fiscal 2023, the Company received cash from the exercise of options of $ 0.3  million and $ 0.3  million, respectively. Upon option exercise, the Company issued new shares of common stock.
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Restricted Stock Units and Performance-Based Restricted Stock Units
All restricted stock units ("RSU") and performance-based restricted stock units ("PSU") vest in accordance with vesting conditions set by the compensation committee of the Company’s Board of Directors. RSUs granted to date generally have vesting periods ranging from less than one year to five years from the date of grant and the fair value of RSUs is the market price of the underlying common stock on the date of grant. PSUs granted to date generally have vesting periods ranging from less than one year to five years from the date of grant.
PSUs that have a performance condition are subject to satisfaction of the applicable performance goals established for the respective grant. The fair value of these PSUs is the market price of the underlying common stock on the date of grant. Compensation is recognized over the vesting period and the Company periodically assesses the probability of achievement of the performance criteria and adjusts the amount of compensation expense accordingly.
PSUs that have a market condition based on the Company's total shareholder return relative to a pre-defined peer group are subject to multi-year performance objectives with vesting periods of approximately three years from the date of grant (if the applicable performance objectives are achieved). The fair value of these PSUs is determined using a Monte Carlo simulation model, which utilizes multiple input variables such as (i) total shareholder return from the beginning of the performance cycle through the performance measurement date(s); (ii) volatility; (iii) risk-free interest rates; and (iv) the correlation of the pre-defined peer group's total shareholder return.
RSU and PSU activity under the Plan was as follows:

Restricted Stock Units Performance-Based Restricted Stock Units
Number Weighted-Average Grant Date Fair Value Number Weighted-Average Grant Date Fair Value

Non-vested balance as of January 28, 2023 226,389   $ 142.20   458,062   $ 163.56  
Granted 70,858   198.09 129,442   244.95
Vested ( 78,268 ) 135.48 ( 157,192 ) 151.73
Forfeited ( 22,670 ) 152.87 ( 130,918 ) 161.02
Non-vested balance as of February 3, 2024 196,309   163.82 299,394   206.07
Granted 443,967   93.26 214,080   147.04
Vested ( 79,687 ) 144.11 ( 29,075 ) 195.43
Forfeited ( 97,810 ) 139.81 ( 300,535 ) 191.96
Non-vested balance as of February 1, 2025 462,779   104.60 183,864   178.44
Granted 228,713   84.49 211,300   162.07
Vested ( 231,050 ) 99.17 ( 23,545 ) 75.49
Forfeited ( 60,239 ) 91.17 ( 60,217 ) 154.17

Non-vested balance as of January 31, 2026 400,203   $ 98.27   311,402   $ 179.81  

In connection with the vesting of RSUs and PSUs during fiscal 2025, the Company withheld 65,085 shares with an aggregate value of $ 9.2 million in satisfaction of minimum tax withholding obligations due upon vesting. In connection with the vesting of RSUs during fiscal 2024, the Company withheld 37,047 shares with an aggregate value of $ 6.9 million in satisfaction of minimum tax withholding obligations due upon vesting. In connection with the vesting of RSUs during fiscal 2023, the Company withheld 85,594 shares with an aggregate value of $ 16.6 million in satisfaction of minimum tax withholding obligations due upon vesting.
As of January 31, 2026, there was $ 35.3 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements (including RSUs and PSUs) granted under the Plan. The cost is expected to be recognized over a weighted average vesting period of 2.0 years.
Share Repurchase Program
On November 27, 2023, the Company's Board of Directors approved a new share repurchase program for up to $ 100  million of the Company's common stock through November 27, 2026. In fiscal 2024, the Company repurchased 266,997 shares at an aggregate cost of approximately $ 40.0  million, or an average price of $ 149.79 per share. There were no repurchases in fiscal 2025. There can be no assurances that any additional repurchases will be completed, or as to the timing or amount of any repurchases. The share repurchase program may be modified or discontinued at any time.
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Since approval of the share repurchase program in March 2018, the Company has purchased approximately 1.9 million shares for an aggregate cost of approximately $ 270  million.

(9) Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.
As of January 31, 2026, there were no material valuation allowances that have been provided for net deferred tax assets as management believes that it is more likely than not that the Company will realize all material deferred tax assets before any expirations as of January 31, 2026.
The components of the income tax expense are as follows (in thousands):  

  Fiscal Year
2025 2024 2023
Current:
Federal $ 103,202   $ 73,565   $ 70,615  
State 28,404   18,341   21,788  
131,606   91,906   92,403  
Deferred:
Federal ( 7,238 ) ( 7,312 ) 8,052  
State ( 2,638 ) 460   ( 460 )
( 9,876 ) ( 6,852 ) 7,592  
Income tax expense $ 121,730   $ 85,054   $ 99,995  

The reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows (dollars in thousands):

  Fiscal 2025

Amount Percent
Statutory federal tax rate $ 100,878   21.0   %
State and local income taxes, net of federal income tax effect (1)
19,264   4.0   %
Foreign tax effects 32   —   %
Tax credits ( 3,274 ) ( 0.7 ) %
Nontaxable or non-deductible items
Non-deductible compensation 5,281   1.1   %
Other ( 1,802 ) ( 0.4 ) %
Changes in unrecognized tax benefits 1,088   0.2   %
Other 263   0.1   %
$ 121,730   25.3   %

(1) State and Local Taxes in California, New York, Illinois, Texas, New York City, and New Jersey make up the majority of this category.

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As previously disclosed for fiscal 2024 and fiscal 2023, prior to the adoption of ASU 2023-09, the reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows:

  Fiscal Year
2024 2023
Statutory federal tax rate 21.0 % 21.0 %
State taxes, net of federal benefit 3.8 % 3.8 %
Other 0.3 % 0.1 %
25.1 % 24.9 %

  The effective tax rate for fiscal 2025 compared to fiscal 2024 was primarily driven by non-deductible expenses, partially offset by discrete items, which includes the impact of share-based accounting. The effective tax rate for fiscal 2024 compared to fiscal 2023 was primarily driven by discrete items, which includes the impact of share-based accounting, partially offset by non-deductible expenses.
The amounts of income taxes paid, net of refunds is as follows:

  Fiscal 2025
Amount
U.S federal $ 98,760  
U.S state and local (1)
28,853  

$ 127,613  

(1) No states have met the disclosure requirements outlined in ASU 2023-09

The tax effects of temporary differences that give rise to deferred tax assets and liabilities are (in thousands):

January 31, 2026 February 1, 2025

Deferred tax assets:
Net operating loss carryforwards $ 61   $ 155  
Inventories 26,864   24,259  

Deferred revenue 6,251   5,220  
Accrued bonus 11,083   2,129  

Operating lease liabilities 526,680   513,464  
Other 15,758   11,438  
Deferred tax assets 586,697   556,665  
Valuation allowance ( 1,442 ) ( 1,442 )
Deferred tax assets, net of valuation allowance 585,255   555,223  
Deferred tax liabilities:
Property and equipment ( 175,695 ) ( 170,871 )
Operating lease assets ( 457,564 ) ( 442,098 )
Other ( 2,011 ) ( 2,145 )
Deferred tax liabilities ( 635,270 ) ( 615,114 )
$ ( 50,015 ) $ ( 59,891 )

The Company had no material accrual for uncertain tax positions or interest or penalties related to income taxes on the Company’s balance sheets as of January 31, 2026 and February 1, 2025, and has not recognized any material uncertain tax positions or interest and/or penalties related to income taxes in the consolidated statements of operations for fiscal 2025, fiscal 2024, or fiscal 2023.
The Company files a federal income tax return as well as state tax returns. The Company’s U.S. federal income tax returns for the fiscal years ended January 28, 2023 and thereafter remain subject to examination by the U.S. Internal Revenue Service. State returns are filed in various state jurisdictions, as appropriate, with varying statutes of limitation and remain subject to examination for varying periods up to three years to four years depending on the state.
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On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA contains numerous amendments to federal income tax provisions and has varying effective dates. The Company has evaluated and incorporated the effects of the legislation in its income tax provision for the fiscal year ended January 31, 2026. The legislation did not have a material impact on the Company's effective tax rate but results in a reduction to the Company's tax liability position for the fiscal year ended January 31, 2026.

(10) Employee Benefit Plan
The Company has a 401(k) Retirement Savings Plan and crew can contribute up to the maximum amount allowed under law. The Company may make discretionary matching and profit-sharing contributions. During fiscal 2025, fiscal 2024 and fiscal 2023, the Company made matching contributions of $ 7.5 million, $ 6.1 million and $ 5.1 million, respectively.

(11) Segment Reporting
The Company has one reportable and operating segment, which derives revenue from sales of the Company’s merchandise to customers at our 1,921 brick & mortar store locations, which operate in 46 states, and online at fivebelow.com. No customer accounts for 10% or more of our revenues.
The accounting policies of the reportable segment are the same as those described in “Note 1 – Summary of Significant Accounting Policies.”
The chief operating decision maker (“CODM”) is the Company’s President and Chief Executive Officer, who assesses and evaluates the performance of the reportable segment. Financial information and data are provided to the CODM on a consolidated basis. The CODM uses consolidated sales and consolidated net income to evaluate performance, make key operating decisions and allocate resources. The Company’s significant segment expenses are included on the “Consolidated Statements of Operations” in Item 8 “Consolidated Financial Statements and Supplementary Data” of this Form 10-K. See “Note 2 – Revenue from Contracts with Customers” for the Company’s disaggregated revenue by groups of products.
Identifiable segment assets, including the significant segment assets of cash and cash equivalents, inventory and accounts payable, are included on the “Consolidated Balance Sheets” in Item 8 “Consolidated Financial Statements and Supplementary Data” of this Form 10-K.
The following table details segment profit and loss for the Company's one reportable segment:

  Fiscal Year
2025 2024 2023
Net sales $ 4,764,147   $ 3,876,527   $ 3,559,369  
Cost of goods sold 3,049,461   2,523,865   2,285,544  

Advertising costs 76,169   64,338   62,466  
Store and corporate expenses 988,995   797,060   695,041  
Depreciation and amortization 192,123   167,447   130,747  

Interest income and other income, net 22,972   14,848   15,530  

Income tax expense 121,730   85,054   99,995  
Net income $ 358,641   $ 253,611   $ 301,106  

(12) Subsequent Events
Supreme Court Tariff Ruling
In February 2026, the Supreme Court of the U.S. issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act ("IEEPA"). The ultimate availability, timing, and amount of any potential refunds of such tariffs remain highly uncertain and are subject to further legal, regulatory, and administrative developments. The U.S. presidential administration subsequently invoked additional tariffs under other laws resulting in a rapidly changing tariff environment. At this time the Company cannot reasonably estimate the total financial impact of this ruling, however it, and any additional tariffs, may materially affect the Company’s future results of operations and cash flows.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.
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ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e), as of the end of the period covered by this Annual Report on Form 10-K pursuant to Rule 13a-15(b) of the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K are effective at a reasonable assurance level in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent or detect all errors and all fraud. While our disclosure controls and procedures are designed to provide reasonable assurance of their effectiveness, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting during the thirteen weeks ended January 31, 2026, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Management's Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States ("GAAP").
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Management, including the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of internal control over financial reporting as of January 31, 2026. Management based this assessment on criteria for effective internal control over financial reporting described in “ Internal Control - Integrated Framework (2013)”  issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management determined that, as of January 31, 2026, the company maintained effective internal control over financial reporting at a reasonable assurance level.
The effectiveness of the company’s internal control over financial reporting as of January 31, 2026 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their report dated March 19, 2026 that appears below.
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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Five Below, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Five Below, Inc. and subsidiaries' (the Company) internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2026 and February 1, 2025, the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the fiscal years in the three-year period ended January 31, 2026, and the related notes (collectively, the consolidated financial statements), and our report dated March 19, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Philadelphia, Pennsylvania
March 19, 2026
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ITEM 9B. OTHER INFORMATION
During the thirteen weeks ended January 31, 2026, none of the Company's directors or Section 16 officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any " non-Rule 10b5-1 trading arrangement."

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item 10 is included in the “Board of Directors-Nominees for Election to the Board of Directors for a Term Expiring at the 2027 Annual Meeting,” “Executive Officers,” “Board of Directors-Code of Business Conduct and Ethics,” “Board of Directors-Committees of the Board of Directors,” and “Board of Directors-Director Nomination Process” sections of our proxy statement for the 2026 annual meeting of shareholders, which will be filed with the Securities and Exchange Commission, and is incorporated by reference herein.

ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 is included in the “Compensation Discussion and Analysis,” “Executive Compensation,” “Board of Directors–Director Compensation,” “Board of Directors–Board Leadership Structure and Board’s Role in Risk Oversight,” “Board of Directors–Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” sections of our proxy statement for the 2026 annual meeting of shareholders, which will be filed with the Securities and Exchange Commission, and is incorporated by reference herein.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The information required by this Item 12 is included in the “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” sections of our proxy statement for the 2026 annual meeting of shareholders, which will be filed with the Securities and Exchange Commission, and is incorporated by reference herein.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 is included in the “Certain Relationships and Related Party Transactions” and “Board of Directors–Director Independence” sections of our proxy statement for the 2026 annual meeting of shareholders, which will be filed with the Securities and Exchange Commission, and is incorporated by reference herein.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 is included in the “Proposal 2, Ratification of Independent Registered Public Accounting Firm” section of our proxy statement for the 2026 annual meeting of shareholders, which will be filed with the Securities and Exchange Commission, and is incorporated by reference herein.
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PART IV

ITEM 15. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENTS SCHEDULES

(a) 1. Consolidated Financial Statements
The consolidated financial statements of the Company filed as part of this Annual Report on Form 10-K are included in Part II, Item 8 beginning on page 47.
2. Consolidated Financial Statements Schedules
All schedules are omitted because they are not applicable or because the required information is either not material or is included in the Consolidated Financial Statements or Notes thereto.
3. Exhibits

Exhibit
Number        Description                                 

3.1     Amended and Restated Articles of Incorporation of Five Below, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2022)

3.2     Amended and Restated Bylaws of Five Below, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2023)

4.1     Form of Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 of Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-180780) filed with the Securities and Exchange Commission on July 9, 2012)

4.2     Description of Five Below's Securities (incorporated by reference to Exhibit 4.2 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2020)
    
10.1†     Five Below, Inc. 2012 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 29, 2012)
    
10.2†     Five Below, Inc. Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 1, 2016)
    
10.3a†     Form of Non-Qualified Stock Option Agreement (Crew) (used for options granted prior to May 21, 2013) (incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-1 (File No. 333-180780) filed with the Securities and Exchange Commission on April 18, 2012)
    
10.3b†     Form of Non-Qualified Stock Option Agreement (Crew) (used for options granted after May 21, 2013 and prior to June 30, 2014) (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 10, 2013)
    
10.3c†     Form of Non-Qualified Stock Option Agreement for Crew (used for options granted after June 30, 2014) (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2014)
    
10.4a†     Form of Non-Qualified Stock Option Agreement (Executives) (used for options granted prior to May 21, 2013) (incorporated by reference to Exhibit 10.11 of the Registration Statement on Form S-1 (File No. 333-180780) filed with the Securities and Exchange Commission on April 18, 2012)
    
10.4b†     Form of Non-Qualified Stock Option Agreement (Executives) (used for options granted after May 21, 2013 and prior to June 30, 2014) (incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 10, 2013)
    
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10.4c†     Form of Non-Qualified Stock Option Agreement for Executives (used for options granted after June 30, 2014) (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2014)
    
10.5†     Form of Award Agreement for Restricted Shares under the Five Below, Inc. Equity Incentive Plan (Crew) (incorporated by reference to Exhibit 10.14 of Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-180780) filed with the Securities and Exchange Commission on June 12, 2012)
    
10.6†     Form of Award Agreement for Restricted Shares under the Five Below, Inc. Amended and Restated Equity Incentive Plan (Directors) (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2013)
    
10.7†     Form of Award Agreement for Restricted Stock Units (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2014)
    
10.8†     Form of Award Agreement for Restricted Stock Units (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 5, 2014)

10.9†     Form of Award Agreement for Restricted Stock Units (incorporated by reference to Exhibit 10.14 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2016)

10.10†     Form of Award Agreement for Restricted Stock Units (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2018)

10.11†     Form of Award Agreement for Performance-Based Restricted Stock Units (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2018)
    
10.12†     Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.17 of Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-180780) filed with the Securities and Exchange Commission on May 24, 2012)
    
10.13†     Letter Employment Agreement, dated April 16, 2012, by and between Kenneth R. Bull and Five Below, Inc. (incorporated by reference to Exhibit 10.21 of the Registration Statement on Form S-1 (File No. 333-180780) filed with the Securities and Exchange Commission on April 18, 2012)
    
10.14†     Letter Employment Agreement, dated December 10, 2014, by and between Michael Romanko and Five Below, Inc. (incorporated by reference to Exhibit 10.23 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2015)
    
10.15†     Employment Letter and Non-Disclosure Agreement, each dated June 8, 2014, by and between Joel D. Anderson and Five Below, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2014)
    
10.16†     Amendment to Employment Letter, dated December 4, 2014, by and between Joel D. Anderson and Five Below, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 4, 2014)

10.17†     Second Amendment to Employment Letter, dated July 20, 2015, by and between Joel D. Anderson and Five Below, Inc. (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 3, 2015)
    
10.18†     Employment Letter and Non-Disclosure Agreement, each dated May 21, 2014, by and between Eric M. Specter and Five Below, Inc. (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2014)
    
10.19†     Amendment to Employment Letter, dated March 11, 2016, by and between Eric M. Specter and Five Below, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 17, 2016)
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10.20     Fifth Amended and Restated Credit Agreement, dated April 24, 2020, among Five Below, Inc., 1616 Holdings, Inc., and Wells Fargo Bank, National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2020)

10.21     Facility Guarantee, dated April 24, 2020, between 1616 Holdings, Inc., and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2020)

10.22     Security Agreement, dated April 24, 2020, among Five Below, Inc., 1616 Holdings, Inc., and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2020)

10.23†     Employment Letter, dated April 6, 2017, by and between George S. Hill and Five Below, Inc. (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 2, 2017)

10.24†     Five Below, Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 2, 2017)

10.25†     Employment Letter, dated February 19, 2019, and Non-Solicitation, Non-Disclosure, Non-Compete and Proprietary Information Agreement by and between Judy Werthauser and Five Below, Inc. (incorporated by reference to Exhibit 10.29 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2019)

10.26†     Form of Award Agreement for Restricted Stock Units under the Five Below, Inc. Amended and Restated Equity Incentive Plan (Directors) (incorporated by reference to Exhibit 10.30 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 29, 2019)
    
10.27†     Five Below, Inc. 2020 Performance Bonus Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2020)

10.28†     Form of Award Agreement for Performance-Based Restricted Stock Units under the Five Below, Inc. Amended and Restated Equity Incentive Plan (Directors) (incorporated by reference to Exhibit 10.33 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 3, 2020)

10.29     First Amendment to Credit Agreement, dated January 27, 2021, among the Company, 1616 Holdings, Inc., Wells Fargo Bank, National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2021)

10.30†     The Five Below, Inc. Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2021)

10.31†     The Five Below, Inc. Nonqualified Deferred Compensation Plan Adoption Agreement (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2021)

10.32†     Trust Agreement under the Five Below, Inc. Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2021)

10.33†     Form of Award Agreement for Performance-Based Restricted Stock Units under the Five Below, Inc. Amended and Restated Equity Incentive Plan (Directors) (incorporated by reference to Exhibit 10.35† of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 9, 2022)

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10.34†     Five Below, Inc. 2022 Equity Incentive Plan (incorporated by reference to Appendix A-1 to the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on May 5, 2022)

10.35†     Form of Restricted Stock Unit Grant Notice and Award Agreement under the Five Below, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 of the Company’s registration statement on Form S-8, filed with the Securities and Exchange Commission on June 14, 2022)

10.36     Second Amendment to Credit Agreement, dated September 16, 2022, among the Company, 1616 Holdings, Inc., Wells Fargo Bank, National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2022)

10.37†     Amendment dated March 13, 2023 to Employment Letter Agreement dated April 16, 2012 by and between Kenneth R. Bull and Five Below, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023)

10.38†     Offer Letter, dated June 13, 2023., by and between Kristy Chipman and Five Below, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2023)

10.39†     Compensation Policy for Non-Employee Directors (filed herewith)

10.40     Amended and Restated Five Below, Inc. Clawback Policy (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 30, 2023)

10.41†     Cessation Agreement, dated September 18, 2024, by and between Five Below, Inc. and Michael F. Romanko (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 18, 2024)

10.42†     Offer Letter, dated December 2, 2024, by and between Five Below, Inc., and Winnie Park (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 4, 2024)

10.43†     Offer Letter, dated December 2, 2024, by and between Five Below, Inc. and Thomas Vellios (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 4, 2024)

10.44†     Letter Agreement, dated June 4, 2025, by and between Kristy Chipman and Five Below, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 4, 2025)

10.45†     Consulting Agreement, dated June 12, 2025, by and between Five Below, Inc. and Thomas Vellios (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 4, 2025)

10.46†     Letter Agreement, dated August 25, 2025, by and between Daniel Sullivan and Five Below, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2025)

10.47†     Letter Agreement, dated September 24, 2025, by and between Michelle Israel and Five Below, Inc. (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 4, 2025)

10.48†     Letter Agreement, dated October 1, 2025, by and between Ronald J. Masciantonio and Five Below, Inc. (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 4, 2025)
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10.49†     Letter Agreement, dated February 8, 2026, by and between George Hill and Five Below, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 9, 2026)

10.50†     Form of Award Agreement for Performance-Based Restricted Stock Units under the Five Below, Inc. 202 2 Equity Incentive Plan ( filed herewith )

10.51†     Form of Not ice of Grant of Time-Based Restricted Stock Unit s Award and Award Agreement (Non -CEO Exec utive O fficers) under the Five Below, Inc. 2022 Equity Incentive Plan ( filed herewith )

19.1     Five Below, Inc. Insider Trading Policy (filed herewith)

21.1     List of Subsidiaries of the Company (filed herewith)
    
23.1     Consent of KPMG LLP (filed herewith)
    
31.1     Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2      Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1      Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.2      Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

97.1      Five Below, Inc. Dodd-Frank Clawback Policy (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 30, 2023)

101*    The following financial information from this Annual Report on Form 10-K, formatted in Inline XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Balance Sheets as of January 31, 2026 and February 1, 2025; (ii) the Consolidated Statements of Operations for Fiscal Years 2025, 2024, and 2023; (iii) the Consolidated Statements of Changes in Shareholders’ Equity for Fiscal Years 2025, 2024, and 2023; (iv) the Consolidated Statements of Cash Flows for Fiscal Years 2025, 2024, and 2023 and (v) the Notes to Consolidated Financial Statements, in each case, tagged in detail.

104*     Cover Page to this Annual Report on Form 10-K formatted in Inline XBRL and contained in Exhibit 101.

† Management contract or compensatory plan or arrangement.

* Pursuant to applicable securities laws and regulations, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.

ITEM 16. FORM 10-K SUMMARY
Optional disclosure not included in this report.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania, on the 19th day of March 2026.
                        

FIVE BELOW, INC.

By: /s/ Winnie Y. Park
Name: Winnie Y. Park
Title: President and Chief Executive Officer

            
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date
/s/ Winnie Y. Park
Winnie Y. Park
President, Chief Executive Officer and Director (Principal Executive Officer) March 19, 2026
/s/ Daniel J. Sullivan
Daniel J. Sullivan
Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) March 19, 2026
/s/ Kathleen S. Barclay
Kathleen S. Barclay
Director March 19, 2026
/s/ Karen Bowman
Karen Bowman
Director March 19, 2026
/s/ Michael F. Devine III
Michael F. Devine III
Director March 19, 2026
/s/ Dinesh Lathi
Dinesh Lathi
Director March 19, 2026
/s/ Richard L. Markee
Richard L. Markee
Director March 19, 2026
/s/ Thomas M. Ryan
Thomas M. Ryan
Director March 19, 2026
/s/ Ronald L. Sargent
Ronald L. Sargent
Director March 19, 2026
/s/ Mimi E. Vaughn
Mimi E. Vaughn
Director March 19, 2026
/s/ Zuhairah S. Washington
Zuhairah S. Washington
Director March 19, 2026

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