8-K – 2026-01-12 – five-20260112.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 12, 2026
 
FIVE BELOW, INC.
(Exact Name of Registrant as Specified in Charter)
 

Pennsylvania 001-35600   75-3000378
(State or Other Jurisdiction of
Incorporation)
(Commission
File Number)
  (IRS Employer
Identification No.)

701 Market Street
Suite 300
Philadelphia , PA 19106
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: ( 215 )  546-7909
Not applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock FIVE The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01 Regulation FD Disclosure.

On January 12, 2026, Five Below, Inc. (the “Company”) issued a press release providing fourth quarter and full year fiscal 2025 net sales and earnings outlook based on quarter-to-date results through January 3, 2026 (the "Press Release"). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 7.01 of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 Press Release dated January 12, 2026 concerning fourth quarter and full year fiscal 2025 net sales and earnings outlook based on quarter-to-date results through January 3, 2026.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

Five Below, Inc.
Date: January 12, 2026     By:   /s/ Daniel J. Sullivan
      Name:   Daniel J. Sullivan
      Title:   Chief Financial Officer and Treasurer