Five Below, Inc 10-Q for FY2027 Q2
Five Below, Inc (FIVE)
10-Q
2026-09-03
For: 2026-08-01
View Original
Added on
September 03, 2026
About this 10-Q
Five Below, Inc filed this 10-Q on September 3, 2026, covering the quarter ended August 1, 2026 (FY2027 Q2).
Headline figures
Quarter ended August 1, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.26B
- up 22.9% from $1.03B a year earlier
- Net income
- $221.4M
- up 417.7% from net income of $42.76M a year earlier
- Diluted EPS
- $3.99
- up 418.2% from $0.77 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(mark one)
For the quarterly period ended August 1, 2026
OR
For the transition period from to
Commission file number: 001-35600
(Exact name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(215 ) 546-7909
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of September 2, 2026 was 55,054,035 .
| INDEX | ||||||||
| Page | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
3
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
FIVE BELOW, INC.
Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and per share data)
| August 1, 2026 | January 31, 2026 | August 2, 2025 | |||||||||||||||
| Assets | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||
| Short-term investment securities | |||||||||||||||||
| Inventories | |||||||||||||||||
| Prepaid income taxes and tax receivable | |||||||||||||||||
| Prepaid expenses and other current assets | |||||||||||||||||
| Total current assets | |||||||||||||||||
Property and equipment, net of accumulated depreciation and amortization of $ | |||||||||||||||||
| Operating lease assets | |||||||||||||||||
| Other assets | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
| Liabilities and Shareholders’ Equity | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Line of credit | $ | $ | $ | ||||||||||||||
| Accounts payable | |||||||||||||||||
| Income taxes payable | |||||||||||||||||
| Accrued salaries and wages | |||||||||||||||||
| Other accrued expenses | |||||||||||||||||
| Operating lease liabilities | |||||||||||||||||
| Total current liabilities | |||||||||||||||||
| Other long-term liabilities | |||||||||||||||||
| Long-term operating lease liabilities | |||||||||||||||||
| Deferred income taxes | |||||||||||||||||
| Total liabilities | |||||||||||||||||
| Commitments and contingencies (note 6) | |||||||||||||||||
| Shareholders’ equity: | |||||||||||||||||
Common stock, $ | |||||||||||||||||
| Additional paid-in capital | |||||||||||||||||
| Retained earnings | |||||||||||||||||
| Total shareholders’ equity | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
See accompanying notes to consolidated financial statements.
4
FIVE BELOW, INC.
Consolidated Statements of Operations
(Unaudited)
(in thousands, except share and per share data)
| Thirteen Weeks Ended | Twenty-Six Weeks Ended | ||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | August 1, 2026 | August 2, 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold (exclusive of items shown separately below) | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest income and other income, net | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic income per common share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted income per common share | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic shares | |||||||||||||||||||||||
| Diluted shares | |||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
5
FIVE BELOW, INC.
Consolidated Statements of Shareholders’ Equity
(Unaudited)
(in thousands, except share data)
| Common stock | Additional paid-in capital | Retained earnings | Total shareholders’ equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, January 31, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of unrestricted stock awards | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units and performance-based restricted stock units | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Common shares withheld for taxes | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, May 2, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of unrestricted stock awards | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units and performance-based restricted stock units | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Common shares withheld for taxes | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | ( | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock to employees under employee stock purchase plan | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, August 1, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
6
| Common stock | Additional paid-in capital | Retained earnings | Total shareholders’ equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, February 1, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of unrestricted stock awards | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units and performance-based restricted stock units | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common shares withheld for taxes | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, May 3, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of unrestricted stock awards | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units and performance-based restricted stock units | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common shares withheld for taxes | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock to employees under employee stock purchase plan | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, August 2, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
7
FIVE BELOW, INC.
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
| Twenty-Six Weeks Ended | |||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||
| Operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Share-based compensation expense | |||||||||||
| Deferred income tax expense (benefit) | ( | ||||||||||
| Other non-cash expenses | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Inventories | ( | ( | |||||||||
| Prepaid income taxes and tax receivable | ( | ( | |||||||||
| Prepaid expenses and other assets | |||||||||||
| Accounts payable | |||||||||||
| Income taxes payable | ( | ( | |||||||||
| Accrued salaries and wages | ( | ||||||||||
| Operating leases | ( | ||||||||||
| Other accrued expenses | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Purchases of investment securities and other investments | ( | ( | |||||||||
| Sales, maturities, and redemptions of investment securities | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| Financing activities: | |||||||||||
| Net proceeds from issuance of common stock | |||||||||||
| Repurchase and retirement of common stock | ( | ||||||||||
| Proceeds from exercise of options to purchase common stock and vesting of restricted and performance-based restricted stock units | |||||||||||
| Common shares withheld for taxes | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Non-cash investing activities | |||||||||||
| Increase in accrued purchases of property and equipment | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
8
FIVE BELOW, INC.
Notes to Consolidated Financial Statements
(Unaudited)
(1) Summary of Significant Accounting Policies
(a)Description of Business
Five Below, Inc. is a leading growth retailer offering trend-right, extreme value, 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. As used herein, “Five Below,” the “Company,” refers to Five Below, Inc. (collectively with its wholly owned subsidiaries), except as expressly indicated or unless the context otherwise requires. As used herein, references to “crew” refer to the Company's employees, and references to “shipcenters” refer to the Company's distribution and logistics centers.
The Company is incorporated in the Commonwealth of Pennsylvania and, as of August 1, 2026, operated in 46 states, excluding Alaska, Hawaii, Idaho, and Montana. As of August 1, 2026 and August 2, 2025, the Company operated 2,022 stores and 1,858 stores, respectively, each operating under the name “Five 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 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, 1616 Holdings India Private Limited, and Five Below Puerto Rico, LLC). 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 2026" or "fiscal 2026" refer to the period from February 1, 2026 to January 30, 2027, which is a 52-week fiscal year. References to "fiscal year 2025" or "fiscal 2025" refer to the period from February 2, 2025 to January 31, 2026, which is a 52-week fiscal year. The fiscal quarters ended August 1, 2026 and August 2, 2025 refer to the thirteen weeks ended as of those dates. The year-to-date periods ended August 1, 2026 and August 2, 2025 refer to the twenty-six weeks ended as of those dates.
(c)Basis of Presentation
The consolidated balance sheets as of August 1, 2026 and August 2, 2025, the consolidated statements of operations for the thirteen and twenty-six weeks ended August 1, 2026 and August 2, 2025, the consolidated statements of shareholders’ equity for the thirteen and twenty-six weeks ended August 1, 2026 and August 2, 2025 and the consolidated statements of cash flows for the twenty-six weeks ended August 1, 2026 and August 2, 2025 have been prepared by the Company in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim reporting and are unaudited. In the opinion of management, the aforementioned financial statements include all known adjustments (which consist primarily of normal, recurring accruals, estimates and assumptions that impact the financial statements) necessary to present fairly the financial position at the balance sheet dates and the results of operations and cash flows for the periods ended August 1, 2026 and August 2, 2025. The balance sheet as of January 31, 2026, presented herein, has been derived from the audited balance sheet included in the Company's Annual Report on Form 10-K for fiscal 2025 as filed with the Securities and Exchange Commission on March 19, 2026 and referred to herein as the “Annual Report,” but does not include all annual disclosures required by U.S. GAAP. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended January 31, 2026 and footnotes thereto included in the Annual Report. The consolidated results of operations for the thirteen and twenty-six weeks ended August 1, 2026 and August 2, 2025 are not necessarily indicative of the consolidated operating results for the year ending January 30, 2027 or any other period. The Company's business is seasonal and as a result, the Company's net sales fluctuate from quarter to quarter. Net sales are usually highest in the fourth fiscal quarter due to the year-end holiday season.
9
(d)Recently Issued Accounting Pronouncements
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 amendment is 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.
(e)Use of Estimates
(f)IEEPA Tariff Refunds
In February 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were unlawful. Subsequently, in March 2026, the U.S. Court of International Trade issued an order directing U.S. Customs and Border Protection ("CBP") to establish a process through which importers could submit claims for refunds of previously paid IEEPA tariffs. On April 20, 2026, CBP launched a formal IEEPA refund claims process, through which the Company submitted its refund claims.
During the thirteen and twenty-six weeks ended August 1, 2026, the Company recognized a pre-tax benefit of $169.5 million related to IEEPA tariff refunds received, consisting of a $163.6 million reduction to cost of goods sold related to inventory sold prior to August 1, 2026 and $5.9 million of interest recognized as an increase to interest income and other income, net. The Company does not expect the remaining refunds of IEEPA tariffs to be material.
(g)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.
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.
10
As of August 1, 2026, January 31, 2026 and August 2, 2025, the Company had cash equivalents of $529.8 million, $700.4 million and $528.7 million, respectively. The Company’s cash equivalents typically consist of cash management solutions, credit and debit card receivables, AAA-rated money market funds, and investment grade corporate securities with original maturities of 90 days or less. Fair value for cash equivalents was determined based on Level 1 inputs.
| As of August 1, 2026 | ||||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Market Value | |||||||||||||||||||||||
| Short-term: | ||||||||||||||||||||||||||
| Corporate bonds | $ | $ | $ | $ | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| As of January 31, 2026 | ||||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Market Value | |||||||||||||||||||||||
| Short-term: | ||||||||||||||||||||||||||
| Corporate bonds | $ | $ | $ | $ | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| As of August 2, 2025 | ||||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Market Value | |||||||||||||||||||||||
| Short-term: | ||||||||||||||||||||||||||
| Corporate bonds | $ | $ | $ | $ | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
Short-term investment securities as of August 1, 2026, January 31, 2026 and August 2, 2025 all mature in one year or less.
(h)Prepaid Expenses and Other Current Assets
Prepaid expenses as of August 1, 2026, January 31, 2026 and August 2, 2025 were $50.3 million, $36.1 million, and $46.8 million, respectively. Other current assets as of August 1, 2026, January 31, 2026 and August 2, 2025 were $50.4 million, $96.6 million, and $63.7 million, respectively.
(i)Other Accrued Expenses
Other accrued expenses include accrued capital expenditures of $24.1 million, $16.0 million, and $31.0 million as of August 1, 2026, January 31, 2026 and August 2, 2025, respectively.
(j)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.
(k)Supply Chain Finance
The Company utilizes the 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. The amount of obligations outstanding under the supply chain finance program was $18.8 million, $6.2 million, and $6.9 million as of August 1, 2026, January 31, 2026 and August 2, 2025, respectively.
11
(2)Revenue from Contracts with Customers
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 primarily 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.
Disaggregation of Revenue
The following table provides information about disaggregated revenue by groups of products: leisure, fashion and home, and snack and seasonal (dollars in thousands):
| Thirteen Weeks Ended | |||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||||||||||||||
| Amount | Percentage of Net Sales | Amount | Percentage of Net Sales | ||||||||||||||||||||
Leisure | $ | % | $ | % | |||||||||||||||||||
| Fashion and home | % | % | |||||||||||||||||||||
Snack and seasonal | % | % | |||||||||||||||||||||
| Total | $ | % | $ | % | |||||||||||||||||||
| Twenty-Six Weeks Ended | |||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||||||||||||||
| Amount | Percentage of Net Sales | Amount | Percentage of Net Sales | ||||||||||||||||||||
Leisure | $ | % | $ | % | |||||||||||||||||||
| Fashion and home | % | % | |||||||||||||||||||||
Snack and seasonal | % | % | |||||||||||||||||||||
| Total | $ | % | $ | % | |||||||||||||||||||
(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.
During the thirteen weeks ended August 1, 2026, the Company committed to 27 new store leases with average terms of approximately 10 years that have future minimum lease payments of approximately $51.7 million.
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 August 1, 2026 and August 2, 2025, the weighted average remaining lease term for the Company's operating leases was 6.6 years and 7.2 years, respectively, and the weighted average discount rate was 5.3 % and 5.4 %, respectively.
The following table is a summary of the Company's components for net lease costs (in thousands):
| Thirteen Weeks Ended | Twenty-Six Weeks Ended | ||||||||||||||||||||||||||||||||||
| Lease Cost | August 1, 2026 | August 2, 2025 | August 1, 2026 | August 2, 2025 | |||||||||||||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Variable lease cost | |||||||||||||||||||||||||||||||||||
| Net lease cost* | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
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The following table summarizes the maturity of lease liabilities under operating leases as of August 1, 2026 (in thousands):
| Maturity of Lease Liabilities | Operating Leases | ||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| After 2030 | |||||
| Total lease payments | |||||
| Less: imputed interest | |||||
| Present value of lease liabilities | $ | ||||
The following table summarizes the supplemental cash flow disclosures related to leases (in thousands):
| Twenty-Six Weeks Ended | ||||||||||||||
| August 1, 2026 | August 2, 2025 | |||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||
Cash payments arising from operating lease liabilities (1) | $ | $ | ||||||||||||
| Supplemental non-cash information: | ||||||||||||||
| Operating lease liabilities arising from obtaining right-of-use assets | $ | $ | ||||||||||||
(1) Included within operating activities in the Company's Consolidated Statements of Cash Flows.
(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 the 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):
| Thirteen Weeks Ended | Twenty-Six Weeks Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | August 1, 2026 | August 2, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||||||||||||||||||||||||||
| Weighted average common shares outstanding - basic | |||||||||||||||||||||||||||||||||||||||||||||||
| Dilutive impact of options, restricted stock units and employee stock purchase plan | |||||||||||||||||||||||||||||||||||||||||||||||
| Weighted average common shares outstanding - diluted | |||||||||||||||||||||||||||||||||||||||||||||||
| Per common share: | |||||||||||||||||||||||||||||||||||||||||||||||
| Basic income per common share | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Diluted income per common share | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
The effects of the assumed vesting of restricted stock units for 71,662 shares of common stock for the thirteen weeks ended August 1, 2026 were excluded from the calculation of diluted income per share, as their impact would have been anti-dilutive.
The effects of the assumed vesting of restricted stock units for 20,093 shares of common stock for the thirteen weeks ended August 2, 2025 were excluded from the calculation of diluted income per share, as their impact would have been anti-dilutive.
The effects of the assumed vesting of restricted stock units for 53,209 shares of common stock for the twenty-six weeks ended August 1, 2026 were excluded from the calculation of diluted income per share, as their impact would have been anti-dilutive.
The effects of the assumed vesting of restricted stock units for 115,447 shares of common stock for the twenty-six weeks ended August 2, 2025 were excluded from the calculation of diluted income per share, as their impact would have been anti-dilutive.
(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 $225.0 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 London Interbank Offered Rate ("LIBOR") provisions with the Secured Overnight Financing Rate ("SOFR") 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.
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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 $50.0 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 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 August 1, 2026 and August 2, 2025, the Company was in compliance with the covenants applicable to it under the Credit Agreement.
As of August 1, 2026 and August 2, 2025, the Company had no borrowings or interest expense under 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 provides for, among other things, salary, bonus, severance, and change in control provisions.
As of August 1, 2026, the Company has other purchase commitments of approximately $3.4 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 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 Defendants filed an answer to the Consolidated Amended Complaint. On January 16, 2026, lead plaintiff filed a Motion for Class Certification, which Defendants opposed on March 13, 2026. Briefing concluded in April 2026 and a hearing was held on June 5, 2026. The Motion for Class Certification was granted on August 3, 2026, which decision the Defendants requested to appeal on August 17, 2026. The parties are now in the discovery phase.
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 Company's best interests 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 the Philadelphia County Court of Common Pleas (and have been consolidated into one action). The actions in both the United States District Court for the Eastern District of Pennsylvania and in the Philadelphia Court of Common Pleas have been stayed pending the outcome of the class action. On June 8, 2026, another derivative suit was filed by purported shareholders in the United States District Court for the Eastern District of Pennsylvania.
On June 23, 2026, a putative class action was filed against the Company in the United States District Court for the Eastern District of Pennsylvania, purportedly on behalf of a class of the Company’s consumers that purchased goods subject to the IEEPA-based tariffs (the “Grazioli matter”). On July 16, 2026, a second putative class action was filed in the same court by a different consumer with substantially the same allegations. The complaints assert claims for unjust enrichment, money had and received, and declaratory judgment. On July 29, 2026, the Company filed a motion to dismiss the complaint in the Grazioli matter. The parties are currently in the process of consolidating these matters.
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.
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(7)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 August 1, 2026, approximately 2.9 million stock options, restricted shares, or restricted stock units were available for grant.
Common Stock Options
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 talent and 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. 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 Company periodically assesses the probability of achievement of the performance criteria and adjusts the amount of compensation expense accordingly. 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 adjusted for the probability of achievement of the performance criteria.
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 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.
RSU and PSU activity during the twenty-six weeks ended August 1, 2026 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 31, 2026 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||
| Non-vested balance as of August 1, 2026 | $ | $ | |||||||||||||||||||||
In connection with the vesting of RSUs and PSUs during the twenty-six weeks ended August 1, 2026, the Company withheld 75,355 shares with an aggregate value of $16.7 million in satisfaction of minimum tax withholding obligations due upon vesting.
In connection with the vesting of RSUs and PSUs during the twenty-six weeks ended August 2, 2025, the Company withheld 34,962 shares with an aggregate value of $3.8 million in satisfaction of minimum tax withholding obligations due upon vesting.
As of August 1, 2026, there was $56.1 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 2.2 years.
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Share Repurchase Program
On November 27, 2023, the Company's Board of Directors approved a share repurchase program for up to $100 million of the Company's common stock through November 27, 2026. In fiscal 2024, the Company purchased 266,997 shares at an aggregate cost of approximately $40.0 million, or an average price of $149.79 per share. No shares were repurchased under this program during fiscal 2025. During the thirteen weeks ended August 1, 2026, the Company repurchased 310,501 shares at an aggregate cost of approximately $60.0 million, or an average price of $193.24 per share.
On August 29, 2026, the Board of Directors approved a new share repurchase program authorizing the repurchase of up to $600 million of the Company’s common stock. The new share repurchase program replaces and supersedes the remaining capacity under the Company's prior share repurchase program authorized on November 27, 2023. The new repurchase program has no fixed expiration date and will remain in effect until all common stock authorized to be repurchased thereunder has been acquired, or until the repurchase program is otherwise replaced, suspended, or terminated.
Since March 2018, the Company has purchased approximately 2.2 million shares for an aggregate cost of approximately $332 million.
There can be no assurances that any additional repurchases will be completed, or as to the timing or amount of any repurchases. The new share repurchase program may be modified or discontinued at any time.
(8)Income Taxes
The following table summarizes the Company’s income tax expense and effective tax rates for the thirteen and twenty-six weeks ended August 1, 2026 and August 2, 2025 (dollars in thousands):
| Thirteen Weeks Ended | Twenty-Six Weeks Ended | ||||||||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | August 1, 2026 | August 2, 2025 | ||||||||||||||||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Income tax expense | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Effective tax rate | % | % | % | % | |||||||||||||||||||||||||||||||
The effective tax rates for the thirteen and twenty-six weeks ended August 1, 2026 and August 2, 2025 were based on the Company’s forecasted annualized effective tax rates and were adjusted for discrete items that occurred within the periods presented. The effective tax rate for the thirteen weeks ended August 1, 2026 was lower than the thirteen weeks ended August 2, 2025 primarily due to discrete items, which includes the impact of share-based accounting. The effective tax rate for the twenty-six weeks ended August 1, 2026 was lower than the twenty-six weeks ended August 2, 2025 primarily due to discrete items, which includes the impact of share-based accounting.
The Company had no
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.
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 twenty-six weeks ended August 1, 2026. The legislation did not have a material impact on the Company's effective tax rate but resulted in a reduction to the Company's tax liability position for the twenty-six weeks ended August 1, 2026.
(9)Segment Reporting
The Company has one 2,022 brick & mortar store locations, which operate in 46 states, and online at fivebelow.com. No customer accounts for 10% or more of its revenues.
The accounting policies of the reportable segment are the same as those described in “Note 1 – Summary of Significant Accounting Policies.”
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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 1 “Consolidated Financial Statements” of this Form 10-Q. 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 1 “Consolidated Financial Statements" of this Form 10-Q.
The following table details segment profit and loss for the Company's one reportable segment:
| Thirteen Weeks Ended | Twenty-Six Weeks Ended | ||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | August 1, 2026 | August 2, 2025 | ||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||||||||
| Advertising costs | |||||||||||||||||||||||||||||
| Store and corporate expenses | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Interest income and other income, net | |||||||||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion together with “Selected Financial Data” and the consolidated financial statements and related notes included in our Annual Report on Form 10-K for our fiscal year ended January 31, 2026 and referred to herein as the "Annual Report," and the consolidated financial statements and related notes as of and for the thirteen and twenty-six weeks ended August 1, 2026 included in Part I, Item 1 of this Quarterly Report on Form 10-Q. The statements in this discussion regarding expectations of our future performance, liquidity and capital resources and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described below in “Special Note Regarding Forward-Looking Statements” and in Part II, Item 1A "Risk Factors." Our actual results may differ materially from those contained in or implied by any forward-looking statements.
We operate on a fiscal calendar widely used by the retail industry that results in a given fiscal year consisting of a 52- or 53-week period ending on the Saturday closest to January 31 of the following year. References to "fiscal year 2026" or "fiscal 2026" refer to the period from February 1, 2026 to January 30, 2027, which is a 52-week fiscal year. References to "fiscal year 2025" or "fiscal 2025" refer to the period from February 2, 2025 to January 31, 2026, which is a 52-week fiscal year. The fiscal quarters ended August 1, 2026 and August 2, 2025 refer to the thirteen weeks ended as of those dates. The year-to-date periods ended August 1, 2026 and August 2, 2025 refer to the twenty-six weeks ended as of those dates. Historical results are not necessarily indicative of the results to be expected for any future period and results for any interim period may not necessarily be indicative of the results that may be expected for a full year.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts or present facts or conditions, such as statements regarding our future financial condition or results of operations, our prospects and strategies for future growth, the introduction of new merchandise, and the implementation of our marketing and branding strategies. Forward-looking statements frequently are identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or the negative of these terms or other comparable terminology.
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The forward-looking statements contained in this Quarterly Report on Form 10-Q reflect our views as of the date of this report about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance or achievements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to, those factors described in Part I, Item 1A “Risk Factors” in our Annual Report, as amended by the risk factors included in Part II, Item 1A "Risk Factors" in this Quarterly Report on Form 10-Q. These factors include without limitation:
•the impacts of inflation and increasing commodity prices;
•failure to successfully implement our growth strategy;
•disruptions in our ability to select, obtain, distribute and market merchandise profitably;
•reliance on merchandise manufactured outside of the United States;
•the direct and indirect impact of current and potential tariffs imposed, threatened and proposed by the United States on foreign imports, including, without limitation, the tariffs themselves, any counter-measures thereto and any indirect effects on consumer discretionary spending, which could increase the cost to us of certain products, lower our margins, increase our import related expenses, and reduce consumer spending for discretionary items, each of which could have a material adverse effect on our business, financial condition and results of future operations;
•the impact of price increases, such as a reduction in our unit sales, damage to our reputation with our customers, and our becoming less competitive in the marketplace;
•dependence on the volume of traffic to our stores and website;
•inability to successfully build, operate or expand our shipcenters or network capacity;
•disruptions to the global supply chain, increased cost of freight, constraints on shipping capacity to transport inventory or the timely receipt of inventory;
•extreme weather conditions in the areas in which our stores are located could negatively affect our business and results of operations;
•disruptions in our information technology systems and our inability to maintain and update those systems could adversely affect operations and our customers;
•systemic failure of the banking system in the United States or globally;
•the risks of cyberattacks or other cyber incidents, such as the failure to secure customers' confidential or credit card information, or other private data relating to our crew or our Company, including the costs associated with protection against or remediation of such incidents;
•increased usage of machine learning and other types of artificial intelligence in our business, and challenges with properly managing its use;
•increased operating costs or exposure to fraud or theft due to customer payment-related risks;
•inability to increase sales and improve the efficiencies, costs and effectiveness of our operations;
•dependence on our executive officers, senior management and other key personnel or inability to hire additional qualified personnel;
•inability to successfully manage our inventory balances and inventory shrinkage;
•inability to meet our lease obligations;
•the costs and risks of constructing and owning real property;
•changes in our competitive environment, including increased competition from other retailers and the presence of online retailers;
•the seasonality of our business;
•inability to successfully implement our expansion into online retail;
•natural disasters, adverse weather conditions, pandemic outbreaks, global political events, war, terrorism or civil unrest;
•the impact of changes in tax legislation;
•the impact to our financial performance related to insurance programs;
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•inability to protect our brand name, trademarks and other intellectual property rights;
•the impact of product and food safety claims and effects of legislation; and
•restrictions imposed by our indebtedness on our current and future operations.
Readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. All of the forward-looking statements we have included in this Quarterly Report on Form 10-Q are based on information available to us on the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as otherwise required by law.
Overview
Five Below, Inc. (collectively referred to herein with its wholly owned subsidiaries as "we," "us," or "our") is a leading growth retailer offering trend-right, extreme value, high-quality products loved by the kid and the kid in all of us. We offer an edited assortment of products, with most priced at $5 and below, including select brands and licensed merchandise across our category worlds. As of August 1, 2026, we operated 2,022 stores in 46 states.
We offer our merchandise on the internet, through our fivebelow.com e-commerce website and mobile app, offering home delivery and the option to buy online and pick up in store. Additionally, we sell merchandise through on-demand third-party delivery services to enable our customers to shop online and receive convenient delivery. All e-commerce sales, which includes shipping and handling revenue, are included in net sales and are included in comparable sales. Our e-commerce expenses will have components classified as both cost of goods sold and selling, general and administrative expenses (including depreciation and amortization).
In February 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were unlawful. Subsequently, in March 2026, the U.S. Court of International Trade issued an order directing U.S. Customs and Border Protection ("CBP") to establish a process through which importers could submit claims for refunds of previously paid IEEPA tariffs. On April 20, 2026, CBP launched a formal IEEPA refund claims process, through which the Company submitted its refund claims.
During the thirteen and twenty-six weeks ended August 1, 2026, we recognized a pre-tax benefit of $169.5 million related to IEEPA tariff refunds received, consisting of a $163.6 million reduction to cost of goods sold related to inventory sold prior to August 1, 2026 and $5.9 million of interest recognized as an increase to interest income and other income, net. We do not expect the remaining refunds of IEEPA tariffs to be material.
How We Assess the Performance of Our Business and Non-GAAP Measures
In assessing the performance of our business, we consider a variety of performance and financial measures. These key measures include net sales, comparable sales, cost of goods sold and gross profit, selling, general and administrative expenses (including depreciation and amortization) and operating income.
Net Sales
Net sales constitute gross sales net of merchandise returns for damaged or defective goods. Net sales consist of sales from comparable stores, non-comparable stores, and e-commerce, which includes shipping and handling revenue. Revenue from the sale of gift cards is deferred and not included in net sales until the gift cards are redeemed to purchase merchandise or as breakage revenue in proportion to the pattern of redemption of the gift cards by the customer.
Our business is seasonal and as a result, our net sales fluctuate from quarter to quarter. Net sales are usually highest in the fourth fiscal quarter due to the year-end holiday season.
Comparable Sales
Comparable sales include net sales from stores that have been open for at least 15 full months from their opening date, and e-commerce sales. Comparable stores include the following:
•Stores that have been remodeled while remaining open;
•Stores that have been relocated within the same trade area, to a location that is not significantly different in size, in which the new store opens at about the same time as the old store closes; and
•Stores that have expanded, but are not significantly different in size, within their current locations.
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For stores that are relocated or expanded, the following periods are excluded when calculating comparable sales:
•The period beginning when the closing store receives its last merchandise delivery from one of our shipcenters through:
▪the last day of the fiscal year in which the store was relocated or expanded (for stores that increased significantly in size); or
▪the last day of the fiscal month in which the store re-opens (for all other stores); and
•The period beginning on the first anniversary of the date the store received its last merchandise delivery from one of our shipcenters through the period ending on the first anniversary of the date the store re-opened.
There may be variations in the way in which some of our competitors and other retailers calculate comparable or “same store” sales. As a result, data in this Quarterly Report on Form 10-Q regarding our comparable sales may not be comparable to similar data made available by other retailers. Non-comparable sales are comprised of new store sales, sales for stores not open for a full 15 months, and sales from existing store relocation and expansion projects that were temporarily closed (or not receiving deliveries) and not included in comparable sales.
Measuring the change in fiscal year-over-year comparable sales allows us to evaluate how we are performing. Various factors affect comparable sales, including:
•consumer preferences, buying trends and overall economic trends;
•our ability to identify and respond effectively to customer preferences and trends;
•our ability to provide an assortment of high-quality, trend-right and everyday product offerings that generate new and repeat visits to our stores;
•the customer experience we provide in our stores and online;
•the level of traffic near our locations in the power, community and lifestyle centers in which we operate;
•competition;
•changes in our merchandise mix;
•pricing;
•our ability to source and distribute products efficiently;
•the timing of promotional events and holidays;
•the timing of introduction of new merchandise and customer acceptance of new merchandise;
•our opening of new stores in the vicinity of existing stores;
•the number of items purchased per store visit; and
•weather conditions.
Opening new stores is an important part of our growth strategy. As we continue to pursue our growth strategy, we expect that a significant percentage of our net sales will continue to come from new stores not included in comparable sales. Accordingly, comparable sales are only one measure we use to assess the success of our growth strategy.
Cost of Goods Sold and Gross Profit
Gross profit is equal to our net sales less our cost of goods sold. Gross margin is gross profit as a percentage of our net sales. Cost of goods sold reflects the direct costs of purchased merchandise and inbound freight and tariffs, as well as shipping and handling costs, store occupancy, distribution and buying expenses. Shipping and handling costs include internal fulfillment and shipping costs related to our e-commerce operations. 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 from our shipcenters and between store locations. Buying costs include compensation expense and other costs for our internal buying organization, including our merchandising and product development team and our planning and allocation group. These costs are significant and can be expected to continue to increase as our Company grows.
The components of our cost of goods sold may not be comparable to the components of cost of goods sold or similar measures of our competitors and other retailers. As a result, data in this Quarterly Report on Form 10-Q regarding our gross profit and gross margin may not be comparable to similar data made available by our competitors and other retailers.
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The variable component of our cost of goods sold is higher in higher volume quarters because the variable component of our cost of goods sold generally increases as net sales increase. We regularly analyze the components of gross profit, a non-GAAP financial measure, as well as gross margin as it provides a useful and relevant measure to analyze our financial performance. Our gross profit and results of operations could be adversely affected by our inability to achieve acceptable initial markup levels, an increased reliance on markdowns, elevated inventory shrinkage, or insufficient sales leverage over the store occupancy, distribution, and buying components of cost of goods sold. In addition, global supply chain disruptions, the cost of freight and constraints on shipping capacity to transport inventory may have an adverse impact on our gross profit and results of operations, as well as our sales. Changes in the mix of our products may also impact our overall cost of goods sold.
Selling, General and Administrative Expenses (including Depreciation and Amortization)
Selling, general and administrative (including depreciation and amortization), or SG&A, expenses are composed of payroll and other compensation, marketing and advertising expense, depreciation and amortization expense and other selling and administrative expenses. SG&A expenses as a percentage of net sales are usually higher in lower sales volume quarters and lower in higher sales volume quarters.
The components of our SG&A expenses may not be comparable to those of other retailers. We expect that our SG&A expenses will increase in future periods due to our continuing store growth. Variability in performance-based compensation expense related to our business performance may cause SG&A expenses to be higher or lower than comparable periods. In addition, any increase in future share-based awards, modifications or forfeitures will impact our share-based compensation expense included in SG&A expenses.
Operating Income
Operating income equals gross profit less SG&A expenses. Operating income excludes interest expense or income, other expense or income, and income tax expense or benefit. We use operating income as an indicator of the productivity of our business and our ability to manage SG&A expenses. Operating margin measures operating income as a percentage of our net sales.
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Results of Consolidated Operations
The following tables summarize key components of our results of consolidated operations for the periods indicated, both in dollars and as a percentage of our net sales.
| Thirteen Weeks Ended | Twenty-Six Weeks Ended | ||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | August 1, 2026 | August 2, 2025 | ||||||||||||||||||||
| (in millions, except percentages and total stores) | |||||||||||||||||||||||
Consolidated Statements of Operations Data (1): | |||||||||||||||||||||||
| Net sales | $ | 1,261.5 | $ | 1,026.8 | $ | 2,547.1 | $ | 1,997.4 | |||||||||||||||
Cost of goods sold (exclusive of items shown separately below) (2) | 649.1 | 684.5 | 1,456.0 | 1,331.1 | |||||||||||||||||||
| Selling, general and administrative expenses | 285.9 | 242.3 | 559.1 | 468.8 | |||||||||||||||||||
| Depreciation and amortization | 51.2 | 47.7 | 102.3 | 94.3 | |||||||||||||||||||
| Operating income | 275.4 | 52.4 | 429.6 | 103.2 | |||||||||||||||||||
Interest income and other income, net (2) | 15.4 | 5.5 | 23.7 | 11.2 | |||||||||||||||||||
| Income before income taxes | 290.8 | 57.9 | 453.3 | 114.4 | |||||||||||||||||||
| Income tax expense | 69.4 | 15.1 | 108.8 | 30.5 | |||||||||||||||||||
| Net income | $ | 221.4 | $ | 42.8 | $ | 344.5 | $ | 83.9 | |||||||||||||||
Percentage of Net Sales (1): | |||||||||||||||||||||||
| Net sales | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||
Cost of goods sold (exclusive of items shown separately below) (2) | 51.5 | 66.7 | 57.2 | 66.6 | |||||||||||||||||||
| Selling, general and administrative expenses | 22.7 | 23.6 | 22.0 | 23.5 | |||||||||||||||||||
| Depreciation and amortization | 4.1 | 4.6 | 4.0 | 4.7 | |||||||||||||||||||
| Operating income | 21.8 | 5.1 | 16.9 | 5.2 | |||||||||||||||||||
Interest income and other income, net (2) | 1.2 | 0.5 | 0.9 | 0.6 | |||||||||||||||||||
| Income before income taxes | 23.0 | 5.6 | 17.8 | 5.7 | |||||||||||||||||||
| Income tax expense | 5.5 | 1.5 | 4.3 | 1.5 | |||||||||||||||||||
| Net income | 17.6 | % | 4.2 | % | 13.5 | % | 4.2 | % | |||||||||||||||
| Operational Data: | |||||||||||||||||||||||
| Total stores at end of period | 2,022 | 1,858 | 2,022 | 1,858 | |||||||||||||||||||
| Comparable sales increase | 14.1 | % | 12.4 | % | 18.3 | % | 9.8 | % | |||||||||||||||
Average net sales per store (3) | $ | 0.6 | $ | 0.5 | $ | 1.3 | $ | 1.1 | |||||||||||||||
Gross margin (4) | 48.5 | % | 33.3 | % | 42.8 | % | 33.4 | % | |||||||||||||||
(1)Components may not add to total due to rounding.
(2)During the thirteen and twenty-six weeks ended August 1, 2026, we recognized a pre-tax benefit of $169.5 million related to IEEPA tariff refunds received, consisting of a $163.6 million reduction to cost of goods sold related to inventory sold prior to August 1, 2026 and $5.9 million of interest recognized as an increase to interest income and other income, net.
(3)Only includes stores that opened before the beginning of the thirteen weeks ended and twenty-six weeks ended.
(4)Gross margin is equal to our net sales less our cost of goods sold as a percentage of our net sales.
Thirteen Weeks Ended August 1, 2026 Compared to the Thirteen Weeks Ended August 2, 2025
Net Sales
Net sales increased to $1,261.5 million in the thirteen weeks ended August 1, 2026 from $1,026.8 million in the thirteen weeks ended August 2, 2025, an increase of $234.7 million, or 22.9%. The increase was the result of a comparable sales increase of $140.1 million and a non-comparable sales increase of $94.6 million. The increase in non-comparable sales was primarily driven by new stores that opened in fiscal 2026 and the number of stores that opened in fiscal 2025 but have not been open for 15 full months.
Comparable sales increased 14.1%. This increase resulted from increases of approximately 13.6% in the number of transactions and approximately 0.4% in the average dollar value of transactions.
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Cost of Goods Sold and Gross Profit
Cost of goods sold decreased to $649.1 million in the thirteen weeks ended August 1, 2026 from $684.5 million in the thirteen weeks ended August 2, 2025, a decrease of $35.4 million, or 5.2%. The decrease in cost of goods sold was primarily the result of a decrease in merchandise cost of goods sold due to the impact of IEEPA tariff refunds, partially offset by an increase in net sales. The decrease in cost of goods sold was partially offset by an increase in store occupancy costs resulting from new store openings and an increase in distribution costs primarily due to higher fuel costs.
Gross profit increased to $612.4 million in the thirteen weeks ended August 1, 2026 from $342.4 million in the thirteen weeks ended August 2, 2025, an increase of $270.0 million, or 78.9%. Gross margin increased to 48.5% in the thirteen weeks ended August 1, 2026 from 33.3% in the thirteen weeks ended August 2, 2025. The increase in gross margin was primarily the result of a decrease as a percentage of net sales in merchandise costs of goods sold, which includes the impact of IEEPA tariff refunds and a lower inventory shrinkage accrual rate. Also contributing to the increase in gross margin was the decrease as a percentage of net sales in store occupancy costs, partially offset by the increase as a percentage of net sales in distribution costs due to higher fuel costs.
Selling, General and Administrative Expenses (including Depreciation and Amortization)
Selling, general and administrative expenses (including depreciation and amortization) increased to $337.1 million in the thirteen weeks ended August 1, 2026 from $290.0 million in the thirteen weeks ended August 2, 2025, an increase of $47.1 million, or 16.2%. As a percentage of net sales, selling, general and administrative expenses (including depreciation and amortization) decreased approximately 150 basis points to 26.7% in the thirteen weeks ended August 1, 2026 from 28.2% in the thirteen weeks ended August 2, 2025. The increase in selling, general and administrative expenses (including depreciation and amortization) was the result of increases of $41.5 million in store-related expenses and $5.6 million in corporate-related expenses primarily to support new and existing stores.
Interest Income and Other Income, net
Interest income and other income, net increased to $15.4 million in the thirteen weeks ended August 1, 2026 from $5.5 million in the thirteen weeks ended August 2, 2025, an increase of $9.9 million, or 178%. The increase in interest income and other income, net was primarily driven by the impact of IEEPA tariff refunds.
Income Tax Expense
Income tax expense increased to $69.4 million in the thirteen weeks ended August 1, 2026 from $15.1 million in the thirteen weeks ended August 2, 2025, an increase of $54.3 million, or 358.1%. The increase in income tax expense was primarily due to the $232.9 million increase in pre-tax income, partially offset by discrete items, which includes the impact of share-based accounting.
Our effective tax rate for the thirteen weeks ended August 1, 2026 was 23.9% compared to 26.2% in the thirteen weeks ended August 2, 2025. Our effective tax rate for the thirteen weeks ended August 1, 2026 was lower than the comparable prior year period primarily due to discrete items, which includes the impact of share-based accounting.
Net Income
As a result of the foregoing, net income increased to $221.4 million in the thirteen weeks ended August 1, 2026 from $42.8 million in the thirteen weeks ended August 2, 2025, an increase of $178.6 million, or 417.7%.
Twenty-Six Weeks Ended August 1, 2026 Compared to the Twenty-Six Weeks Ended August 2, 2025
Net Sales
Net sales increased to $2.5 billion in the twenty-six weeks ended August 1, 2026 from $2.0 billion in the twenty-six weeks ended August 2, 2025, an increase of $0.5 billion, or 27.5%. The increase was the result of a comparable sales increase of $354.1 million and a non-comparable sales increase of $195.6 million. The increase in non-comparable sales was primarily driven by the number of stores that opened in fiscal 2025 but have not been open for 15 full months and new stores that opened in fiscal 2026.
Comparable sales increased 18.3%. This increase resulted from increases of approximately 15.9% in the number of transactions and approximately 2.0% in the average dollar value of transactions.
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Cost of Goods Sold and Gross Profit
Cost of goods sold increased to $1,456.0 million in the twenty-six weeks ended August 1, 2026 from $1,331.1 million in the twenty-six weeks ended August 2, 2025, an increase of $124.9 million, or 9.4%. The increase in cost of goods sold was primarily the result of an increase in merchandise cost of goods sold resulting from an increase in net sales, partially offset by the impact of IEEPA tariff refunds. Also contributing to the increase in cost of goods sold was an increase in store occupancy costs resulting from new store openings.
Gross profit increased to $1,091.1 million in the twenty-six weeks ended August 1, 2026 from $666.3 million in the twenty-six weeks ended August 2, 2025, an increase of $424.8 million, or 63.8%. Gross margin increased to 42.8% in the twenty-six weeks ended August 1, 2026 from 33.4% in the twenty-six weeks ended August 2, 2025, an increase of approximately 940 basis points. The increase in gross margin was primarily the result of a decrease as a percentage of net sales in merchandise costs of goods sold, which includes the impact of IEEPA tariff refunds and a lower inventory shrinkage accrual rate. Also contributing to the increase in gross margin was the decrease as a percentage of net sales in store occupancy costs.
Selling, General and Administrative Expenses (including Depreciation and Amortization)
Selling, general and administrative expenses (including depreciation and amortization) increased to $661.5 million in the twenty-six weeks ended August 1, 2026 from $563.1 million in the twenty-six weeks ended August 2, 2025, an increase of $98.4 million, or 17.5%. As a percentage of net sales, selling, general and administrative expenses (including depreciation and amortization) decreased approximately 220 basis points to 26.0% in the twenty-six weeks ended August 1, 2026 from 28.2% in the twenty-six weeks ended August 2, 2025. The increase in selling, general and administrative expenses (including depreciation and amortization) was the result of an increase of $84.2 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 $14.2 million in corporate-related expenses, which includes higher incentive compensation, partially offset by the impact of retention awards.
Interest Income and Other Income, net
Interest income and other income, net increased to $23.7 million in the twenty-six weeks ended August 1, 2026 from $11.2 million in the twenty-six weeks ended August 2, 2025, an increase of $12.5 million, or 111.6%. The increase in interest income and other income, net includes the impact of IEEPA tariff refunds.
Income Tax Expense
Income tax expense increased to $108.8 million in the twenty-six weeks ended August 1, 2026 from $30.5 million in the twenty-six weeks ended August 2, 2025, an increase of $78.3 million, or 256.9%. The increase in income tax expense was primarily due to the $338.9 million increase in pre-tax income, partially offset by discrete items, which includes the impact of share-based accounting.
Our effective tax rate for the twenty-six weeks ended August 1, 2026 was 24.0% compared to 26.7% in the twenty-six weeks ended August 2, 2025. Our effective tax rate for the twenty-six weeks ended August 1, 2026 was lower than the comparable prior year period primarily due to discrete items, which includes the impact of share-based accounting.
Net Income
As a result of the foregoing, net income increased to $344.5 million in the twenty-six weeks ended August 1, 2026 from $83.9 million in the twenty-six weeks ended August 2, 2025, an increase of $260.6 million, or 310.5%.
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 $250 million to $260 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 including expansions.
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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 August 1, 2026, we did not have any direct borrowings under our Revolving Credit Facility and had approximately $225 million available on the line of credit.
On November 27, 2023, our Board of Directors approved a 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 an average price of $149.79 per share. No shares were repurchased under this program during fiscal 2025. During the thirteen weeks ended August 1, 2026, we repurchased 310,501 shares at an aggregate cost of approximately $60.0 million, or an average price of $193.24 per share.
On August 29, 2026, our Board of Directors approved a new share repurchase program authorizing the repurchase of up to $600 million of our common stock. The new share repurchase program replaces and supersedes the remaining capacity under our prior share repurchase program authorized on November 27, 2023. The new repurchase program has no fixed expiration date and will remain in effect until all common stock authorized to be repurchased thereunder has been acquired, or until the repurchase program is otherwise replaced, suspended, or terminated.
Since approval of the share repurchase program in March 2018, we have purchased approximately 2.2 million shares for an aggregate cost of approximately $332 million.
There can be no assurances that any additional repurchases will be completed, or as to the timing or amount of any repurchases. The new 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):
| Twenty-Six Weeks Ended | |||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||
| Net cash provided by operating activities | $ | 442.7 | $ | 225.7 | |||||||
| Net cash (used in) provided by investing activities | (528.7) | 8.7 | |||||||||
| Net cash used in financing activities | (76.6) | (3.4) | |||||||||
Net (decrease) increase during period in cash and cash equivalents (1) | $ | (162.6) | $ | 231.0 | |||||||
(1) Components may not add to total due to rounding.
Cash Provided by Operating Activities
Net cash provided by operating activities for the twenty-six weeks ended August 1, 2026 was $442.7 million, an increase of $217.0 million compared to the twenty-six weeks ended August 2, 2025. The increase was primarily due to an increase in operating cash flows from store performance and the impact of IEEPA tariff refunds, partially offset by an increase in income taxes paid and changes in working capital.
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Cash (Used in) Provided by Investing Activities
Net cash used in investing activities for the twenty-six weeks ended August 1, 2026 was $528.7 million, an increase of $537.5 million compared to the twenty-six weeks ended August 2, 2025. The increase was primarily due to increases in net purchases of investment securities and other investments and capital expenditures.
Cash Used in Financing Activities
Net cash used in financing activities for the twenty-six weeks ended August 1, 2026 was $76.6 million, an increase of $73.2 million compared to the twenty-six weeks ended August 2, 2025. The increase was primarily due to increases in the repurchase and retirement of common stock and in common shares withheld for taxes.
Line of Credit
See "Note 5 - Line of Credit” to the unaudited consolidated financial statements included in "Part I. Financial Information, Item 1. Consolidated Financial Statements" of this Form 10-Q, for a detailed description of the Company's line of credit.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions. Predicting future events is inherently an imprecise activity and, as such, requires the use of judgment. Actual results may vary from estimates in amounts that may be material to the financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our consolidated financial statements. Our critical accounting policies and estimates are discussed in the Annual Report.
Contractual Obligations
Except as set forth below, there have been no material changes to our contractual obligations as disclosed in the Annual Report, other than those which occur in the ordinary course of business.
From February 1, 2026 to August 1, 2026, we have entered into 75 new fully executed retail leases with average terms of approximately 10 years and other lease modifications that have future minimum lease payments of approximately $135.0 million.
Off-Balance Sheet Arrangements
For the thirteen weeks ended August 1, 2026, we were not party to any material off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, net sales, expenses, results of operations, liquidity, capital expenditures or capital resources.
Recently Issued Accounting Pronouncements
See "Note 1 - Summary of Significant Accounting Policies" to the unaudited consolidated financial statements included in "Part I. Financial Information, Item 1. Consolidated Financial Statements" of this Form 10-Q, for a detailed description of recently issued accounting pronouncements.
ITEM 3. 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, which primarily consist of investment grade corporate 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.
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As of August 1, 2026, we had approximately $225 million available on the line 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.
Impact of Inflation
Our results of operations and financial condition are presented based on historical cost. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our historical results of operations and financial condition have been immaterial. We seek to minimize the impact of increasing prices and general inflation in a variety of ways, including, with respect to our merchandise, by sourcing from different vendors and changing our product mix. However, we cannot assure that our results of operations and financial condition will not be materially impacted by inflation in the future.
ITEM 4. 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) of the Securities Exchange Act of 1934 (the "Exchange Act"), as of the end of the period covered by this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q 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 August 1, 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.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are subject to various proceedings, lawsuits, investigations, disputes, and claims arising in the ordinary course of our business. Many of these actions raise complex factual and legal issues and are subject to uncertainties. Actions filed against us 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. We cannot predict with assurance the outcome of actions brought against us. 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, we record 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 our financial condition or results of operations.
On August 1, 2024, a putative class action was filed against us 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 our investors who purchased or otherwise acquired our publicly traded securities between March 20, 2024 and July 16, 2024. On September 16, 2024, a similar action was commenced against us in the same court on behalf of a class of investors who purchased or otherwise acquired our 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 us. On October 28, 2024, the court entered an order consolidating the actions and appointing 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 Defendants filed an answer to the Consolidated Amended Complaint. On January 16, 2026, lead plaintiff filed a Motion for Class Certification, which Defendants opposed on March 13, 2026. Briefing concluded in April 2026 and a hearing was held on June 5, 2026. The Motion for Class Certification was granted on August 3, 2026, which decision Defendants requested to appeal on August 17, 2026. The parties are now in the discovery phase.
In October 2024, we received two separate letters from purported shareholders demanding that we investigate certain potential derivative claims relating to the same circumstances and allegations included in the shareholder class action. We 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 our best interests 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 the Philadelphia County Court of Common Pleas (and have been consolidated into one action). The actions in both the United States District Court for the Eastern District of Pennsylvania and in the Philadelphia Court of Common Pleas have been stayed pending the outcome of the class action. On June 8, 2026, another derivative suit was filed by purported shareholders in the United States District Court for the Eastern District of Pennsylvania.
On June 23, 2026, a putative class action was filed against us in the United States District Court for the Eastern District of Pennsylvania, purportedly on behalf of a class of our consumers that purchased goods subject to the IEEPA-based tariffs (the “Grazioli matter”). On July 16, 2026, a second putative class action was filed in the same court by a different consumer with substantially the same allegations. The complaints assert claims for unjust enrichment, money had and received, and declaratory judgment. On July 29, 2026, we filed a motion to dismiss the complaint in the Grazioli matter. The parties are currently in the process of consolidating these matters.
We intend to vigorously defend against the foregoing actions, which we believe to be without merit. The potential impact of these actions, which seek unspecified damages, attorneys’ fees and expenses, is uncertain.
30
ITEM 1A. RISK FACTORS
Risk factors that affect our business and financial results are discussed in Part I, Item 1A "Risk Factors" in our Annual Report. There have been no material changes in our risk factors from those previously disclosed in our Annual Report. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth the information with respect to repurchases of our common stock for the thirteen weeks ended August 1, 2026:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased As Part of a Publicly Announced Program(1) | Maximum Dollar Value of Shares that May Yet be Purchased Under the Program(1) | |||||||||||||||||||
| First Quarter 2026 | — | $ | — | — | $ | 60,006,492 | |||||||||||||||||
| May 3, 2026 - May 30, 2026 | — | $ | — | — | $ | 60,006,492 | |||||||||||||||||
| May 31, 2026 - July 4, 2026 | 310,501 | $ | 193.24 | 310,501 | $ | 5,279 | |||||||||||||||||
| July 5, 2026 - August 1, 2026 | — | $ | — | — | $ | 5,279 | |||||||||||||||||
| Second Quarter 2026 | 310,501 | $ | 193.24 | 310,501 | $ | 5,279 | |||||||||||||||||
(1) On November 27, 2023, our Board of Directors approved a 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 an average price of $149.79 per share. During the thirteen weeks ended August 1, 2026, the Company repurchased 310,501 shares at an aggregate cost of approximately $60.0 million, or an average price of $193.24 per share. On August 29, 2026, our Board of Directors approved a new share repurchase program authorizing the repurchase of up to $600 million of our common stock. The new share repurchase program replaces and supersedes the remaining capacity under our prior share repurchase program authorized on November 27, 2023. The new repurchase program has no fixed expiration date and will remain in effect until all common stock authorized to be repurchased thereunder has been acquired, or until the repurchase program is otherwise replaced, suspended, or terminated. There can be no assurances that any additional repurchases will be completed, or as to the timing or amount of any repurchases. The new share repurchase program may be modified or discontinued at any time.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the thirteen weeks ended August 1, 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."
31
ITEM 6. EXHIBITS
(a) Exhibits
| No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101* | The following financial information from this Quarterly Report on Form 10-Q for the fiscal quarter ended August 1, 2026, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Unaudited Consolidated Balance Sheets as of August 1, 2026, January 31, 2026 and August 2, 2025; (ii) the Unaudited Consolidated Statements of Operations for the Thirteen and Twenty-Six Weeks Ended August 1, 2026 and August 2, 2025; (iii) the Unaudited Consolidated Statements of Shareholders’ Equity for the Thirteen and Twenty-Six Weeks Ended August 1, 2026 and August 2, 2025; (iv) the Unaudited Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended August 1, 2026 and August 2, 2025; and (v) the Notes to Unaudited Consolidated Financial Statements, tagged in detail. | |||||||
| 104* | Coverage Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
| * | 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 Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections. | ||||
32
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, thereunto duly authorized.
| FIVE BELOW, INC. | ||||||||
| Date: September 3, 2026 | /s/ Winnie Y. Park | |||||||
| Winnie Y. Park | ||||||||
| President and Chief Executive Officer (Principal Executive Officer) | ||||||||
| Date: September 3, 2026 | /s/ Daniel J. Sullivan | |||||||
| Daniel J. Sullivan | ||||||||
| Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | ||||||||
33
05/18/2026
Rodney Lastinger
14 Damask Rose Way
The Woodlands, Texas 77382
Dear Rodney,
On behalf of Five Below, Inc. (the “Company”), I am proud to extend you an offer to join our Company! Details of your employment terms, including your compensation and benefits, are listed on Appendix A to this letter.
Please carefully review this letter and its terms, which supersede any other oral or written agreements or promises made to you. If you have any questions about this offer, please feel free to contact me.
By accepting this offer, you acknowledge that your employment with the Company will be “at-will”, which means that you can resign or terminate your employment at any time, and the Company may terminate your employment at any time and for any lawful reason, with or without cause or advance notice. This at-will employment relationship cannot be changed except as approved in writing by a duly authorized Company officer. Through your acceptance you also represent that you will not be prevented from performing any of your duties for the Company as a result of any agreement, contractual or other obligation (including, without limitation, any non-competition, proprietary information or confidentiality agreement with any prior employer).
Finally, you should note that this offer of employment is expressly conditioned on (1) your signing and returning this letter and the Restrictive Covenant Agreement attached as Appendix B (the “NON-SOLICITATION, NON DISCLOSURE, NON-COMPETE AND PROPRIETARY INFORMATION AGREEMENT”); (2) your satisfactory completion of the Company’s background check process; and (3) proof of your legal authorization to work in the United States.
We are excited about working with you and having you as part of our team. If acceptable, please countersign this letter and the enclosed Restrictive Covenant Agreement through Five Below’s onboarding portal by end of day 5/20/26.
Sincerely,
Accepted by Five Below: /s/ Steph Jakubik
Title: Sr. Director, Talent Acquisition
Date Signed: 5/18/2026
I have read and understand the terms of this offer and accept it as presented:
Accepted by Candidate: /s/ Rodney Lastinger
Date Signed: 5/19/2026
Appendix A: Terms of Employment and Summary of Benefits
Below is a summary of the terms of your employment and the benefits you may be eligible for as an employee of Five Below. This is a summary only. You can find additional benefits information at https://benefits.fivebelow.com.
Title & Reporting:
Chief Retail Officer reporting to Kenneth Bull - Chief Operating Officer
Expected Start Date:
06/22/2026
Assigned Work Location:
701 Market Street
Philadelphia, Pennsylvania 19106
Annualized Base Salary:
$650,000.00, less required deductions and withholdings, to be paid every other week. Your base salary will be eligible for review in the Spring of 2027.
Vacation and Personal Days:
You will be entitled to 160 hours of vacation time, 40 hours of personal/sick time and 40 hours of “Take Five” time in your first full Five Below Plan Year (May 1 to April 30). These hours may be pro-rated in the initial Plan Year depending on your hire date within the Plan Year.
Vacation and Personal Days:
You will be entitled to 160 hours of vacation time, 40 hours of personal/sick time and 40 hours of “Take Five” time in your first full Five Below Plan Year (May 1 to April 30). These hours may be pro-rated in the initial Plan Year depending on your hire date within the Plan Year.
Health and Wellness Benefits:
Full-time associates are eligible to enroll in Five Below health and wellness benefits effective their first day of hire. Please log on to our Benefits Hub at https:// benefits.fivebelow.com in order to review the Company’s benefit offerings. Once your employment begins, you must take action to elect your health benefits during your first 30 days of employment or you will be unable to participate in our health plans until the next annual Open Enrollment period. Shortly after your start date, you will receive an enrollment communication to the personal email address we have on file. If you do not receive this message, contact the benefits department immediately at benefits@crewservices.zendesk.com. Part-time associates may be eligible to enroll in Five Below’s benefits programs at their own expense.
401(k) Plan:
Regular full-time associates that are at least age 21 are eligible to participate in the Five Below 401(k) Plan on the first semi-yearly date (January 1st or July 1st) following their start date. Once eligible to participate, associates can enroll at any time. Deferral elections and changes are processed monthly. Part-time, temporary and seasonal associates may become eligible to participate in the 401(k) Plan provided they meet additional service requirements (generally, 1,000 hours worked in a 12-month period).
STIP:
You will be eligible to participate in the Company’s Short-Term Incentive Plan (“STIP”) with your initial participation beginning in the fiscal year 2026. The amount of the payout under the STIP will depend on a combination of various Company performance measures established by our Chief Executive Officer and/ or the Compensation Committee of the Company’s Board of Directors, as well as your achievement of individual performance goals as determined by our Chief Executive Officer. To be eligible to receive a payout under the STIP you must be actively employed by the Company on the date the payout under the STIP is paid.
Your target STIP payout will be 75% of your annual base salary.
You will be eligible for 100% of target for the initial year of eligibility.
LTIP:
Initial Equity Grant: You will receive an initial equity grant under our LTIP equal to $700,000 in time-vested restricted stock units (“RSUs”). The actual number of RSUs shall be determined by dividing $700,000 by the closing price of the Company’s common stock on the grant date, which shall be the later of your start date or the date of approval by the CEO. Subject to your continued employment on the applicable vesting date, RSUs will vest over a three-year schedule, with 33% vesting each year.
Annual Grants: Beginning in Spring 2027, you will be eligible to receive your first annual equity grant, pursuant to the LTIP, with a grant value equal to the typical target grant value for others in your role. This grant will be subject to the same terms and conditions as applicable to others in your role. You will receive an annual equity grant under our LTIP equal to $700,000 in time-vested restricted stock units (“RSUs”). Subject to your continued employment on the applicable vesting date, RSUs will vest over a three-year schedule, with 33% vesting each year
Relocation Benefits:
The Company agrees to pay for the relocation expenses listed in Tier 1 of its Relocation Policy. Please refer to the Relocation Policy emailed to you separately. Certain relocation expenses may be subject to payroll taxes and included in wages on your W-2. If within the first twenty-four months of your start date, the Company terminates your position with “Cause” or you choose to terminate your position voluntarily, you will be required to repay Five Below per the schedule referenced in the appendix of my policy.
Five Below may retain any compensation owing to you as repayment for any and all relocation expenses owed as mentioned above. Of these expenses, you will be obligated to repay within 30 days following the effective employment termination date and accept responsibility of any tax liabilities, credits, and/or deductions that may incur as a result of this agreement and offer. Your execution of this offer letter provides written approval for Five Below to deduct, consistent with applicable law, from your final or earlier paychecks any amount owed to Five Below for relocation expenses.”
“Cause” is defined as (i) alcohol abuse or use of controlled drugs (other than in accordance with a physician’s prescription); (ii) gross negligence or willful misconduct in the course of employment (failure to meet performance standards or objectives, by itself, does not constitute cause); (iii) any breach of any obligation or duty to the Company or any of its affiliates (whether arising by statute, common law, contract or otherwise) relating to confidentiality, noncompetition, non-solicitation or property rights; (iv) other conduct involving any type of disloyalty to the Company or any of its affiliates, including, without limitation, fraud, embezzlement, theft or proven dishonesty; and (v) conviction of (or the entry of a plea of guilty or nolo contendere to) a misdemeanor involving moral turpitude or any felony.
By signing this offer, you agree to the Five Below Relocation Policy and repayment policy outlined above.
Severance Benefits:
•Twelve (12) months of Base Salary paid in the form of a lump sum, less any amount for which you may be eligible under a separate employment agreement entered into by you and Five Below; and
•If you or your eligible spouse or dependent validly elects to receive continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), you will be reimbursed the applicable premium otherwise payable for such coverage for the twelve (12) month period following your date of employment termination to the extent such premium exceeds the monthly amount charged to active similarly-situated employees of the Company for the same coverage.
[Registrant's note: Amending and restating the original letter agreement executed May 4, 2026]
06/10/2026
Christos Yatrakis
6096 S. Alton Way
Greenwood Village, Colorado 80111
Dear Christos,
On behalf of Five Below, Inc. (the “Company”), I am proud to extend you an offer to join our Company! Details of your employment terms, including your compensation and benefits, are listed on Appendix A to this letter.
Please carefully review this letter and its terms, which supersede any other oral or written agreements or promises made to you. If you have any questions about this offer, please feel free to contact me.
By accepting this offer, you acknowledge that your employment with the Company will be “at-will”, which means that you can resign or terminate your employment at any time, and the Company may terminate your employment at any time and for any lawful reason, with or without cause or advance notice. This at-will employment relationship cannot be changed except as approved in writing by a duly authorized Company officer. Through your acceptance, you also represent that you will not be prevented from performing any of your duties for the Company as a result of any agreement, contractual or other obligation (including, without limitation, any non-competition, proprietary information or confidentiality agreement with any prior employer).
Finally, you should note that this offer of employment is expressly conditioned on (1) your signing and returning this letter and the Restrictive Covenant Agreement attached as Appendix B (the “NON-SOLICITATION, NON DISCLOSURE, NON-COMPETE AND PROPRIETARY INFORMATION AGREEMENT”); (2) your satisfactory completion of the Company’s background check process; and (3) proof of your legal authorization to work in the United States.
We are excited about working with you and having you as part of our team. If acceptable, please countersign this letter and the enclosed Restrictive Covenant Agreement through Five Below’s onboarding portal by end of day Monday, May 4, 2026.
Sincerely,
Accepted by Five Below: /s/ Steph Jakubik
Title: Sr. Director, Talent Acquisition
Date Signed: 8/3/2026
I have read and understand the terms of this offer and accept it as presented:
Accepted by Candidate: /s/ Christos G. Yatrakis
Date Signed: 8/4/2026
Appendix A: Terms of Employment and Summary of Benefits
Below is a summary of the terms of your employment and the benefits you may be eligible for as an employee of Five Below. This is a summary only. You can find additional benefits information at https://benefits.fivebelow.com.
Title & Reporting:
Chief Legal Officer and Corporate Secretary reporting to Kenneth Bull - Chief Operating Officer
Expected Start Date:
06/15/2026
Assigned Work Location:
701 Market Street
Philadelphia, Pennsylvania 19106
Annualized Base Salary:
$525,000.00, less required deductions and withholdings, to be paid every other week. Your base salary will be eligible for review in the Spring of 2027.
Vacation and Personal Days:
You will be entitled to 160 hours of vacation time, 40 hours of personal/sick time and 40 hours of “Take Five” time in your first full Five Below Plan Year (May 1 to April 30). These hours may be pro-rated in the initial Plan Year, depending on your hire date within the Plan Year.
Health and Wellness Benefits:
Full-time associates are eligible to enroll in Five Below health and wellness benefits effective their first day of hire. Please log on to our Benefits Hub at https:// benefits.fivebelow.com in order to review the Company’s benefit offerings. Once your employment begins, you must take action to elect your health benefits during your first 30 days of employment or you will be unable to participate in our health plans until the next annual Open Enrollment period. Shortly after your start date, you will receive an enrollment communication to the personal email address we have on file. If you do not receive this message, contact the benefits department immediately at benefits@crewservices.zendesk.com. Part-time associates may be eligible to enroll in Five Below’s benefits programs at their own expense.
401(k) Plan:
Regular full-time associates that are at least age 21 are eligible to participate in the Five Below 401(k) Plan on the first semi-yearly date (January 1st or July 1st) following their start date. Once eligible to participate, associates can enroll at any time. Deferral elections and changes are processed monthly. Part-time, temporary and seasonal associates may become eligible to participate in the 401(k) Plan provided they meet additional service requirements (generally, 1,000 hours worked in a 12-month period).
Non-Qualified Deferred Compensation (NQDC):
You will be eligible to participate in the company’s Non-Qualified Deferred Compensation (NQDC) plan at the beginning of the next calendar year after your Start Date. The Non-Qualified Deferred Compensation plan allows eligible crew members at the Vice-President level or above to set aside a portion of their current earnings to be paid at a later date of their choosing. This allows you to reduce your current taxable income, invest your contributions, and select when you want to receive the funds down the road. Deferral elections can only be changed once per calendar year during the enrollment window and deductions are taken each pay period.
STIP:
You will be eligible to participate in the Company’s Short-Term Incentive Plan (“STIP”) with your initial participation beginning in the fiscal year 2026. The amount of the payout under the STIP will depend on a combination of various Company performance measures established by our Chief Executive Officer and/ or the Compensation Committee of the Company’s Board of Directors, as well as your achievement of individual performance goals as determined by our Chief Executive Officer. To be eligible to receive a payout under the STIP you must be actively employed by the Company on the date the payout under the STIP is paid.
Your target STIP payout will be 60% of your annual base salary.
You will be eligible for 100% of target for the initial year of eligibility.
LTIP:
Initial Equity Grant: You will receive an initial equity grant under our LTIP equal to $200,000 in time-vested restricted stock units (“RSUs”). The actual number of RSUs shall be determined by dividing $200,000 by the closing price of the Company’s common stock on the grant date, which shall be the later of your start date or the date of approval by the CEO. Subject to your continued employment on the applicable vesting date, RSUs will vest over a three-year schedule, with 33% vesting each year.
Annual Grants: Beginning in Spring 2027, you will be eligible to receive your first annual equity grant, pursuant to the LTIP, with a grant value equal to the typical target grant value for others in your role. This grant will be subject to the same terms and conditions as applicable to others in your role. You will receive an annual equity grant under our LTIP equal to $400,000. Your annual equity grant will be delivered as 75% in performance-based restricted stock units “PRSUs” and 25% in time-based restricted stock units “RSUs” Subject to your continued employment on the applicable vesting date, RSUs will vest over a three-year schedule, with 33% vesting each year
Sign-On Bonus:
Shortly after your start of employment, you will receive a onetime sign-on bonus of $200,000.00 less payroll deductions and all required withholdings. If within the first twelve months of employment your position is terminated with “Cause” by the Company or you choose to voluntarily terminate your position, you will be required to repay this sign-on bonus in full to the Company upon leaving.
“Cause” is defined as (i) alcohol abuse or use of controlled drugs (other than in accordance with a physician’s prescription); (ii) gross negligence or willful misconduct in the course of employment (failure to meet performance standards or objectives, by itself, does not constitute cause); (iii) any breach of any obligation or duty to the Company or any of its affiliates (whether arising by statute, common law, contract or otherwise) relating to confidentiality, noncompetition, non-solicitation or property rights; (iv) other conduct involving any type of disloyalty to the Company or any of its affiliates, including, without limitation, fraud, embezzlement, theft or proven dishonesty; and (v) conviction of (or the entry of a plea of guilty or nolo contendere to) a misdemeanor involving moral turpitude or any felony.
Relocation Benefits:
The Company agrees to pay for the relocation expenses listed in Tier 1 of its Relocation Policy. Please refer to the Relocation Policy emailed to you separately. Certain relocation expenses may be subject to payroll taxes and included in wages on your W-2. If, within the first twenty-four months of your start date, the Company terminates your position with “Cause” or you choose to terminate your position voluntarily, you will be required to repay Five Below per the schedule referenced in the appendix of my policy.
Relocation – EVP level (see Relo policy) with the following statements:
•Closing allowance will be approved for actual amount of closing costs, not to exceed $150k
•Pack and move costs will be approve for actual costs not to exceed $50k
•Relocation cash allowance of $10k
Five Below may retain any compensation owing to you as repayment for any and all relocation expenses owed as mentioned above. Of these expenses, you will be obligated to repay within 30 days following the effective employment termination date and accept responsibility of any tax liabilities, credits, and/or deductions that may incur as a result of this agreement and offer. Your execution of this offer letter provides written approval for Five Below to deduct, consistent with applicable law, from your final or earlier paychecks any amount owed to Five Below for relocation expenses.”
“Cause” is defined as (i) alcohol abuse or use of controlled drugs (other than in accordance with a physician’s prescription); (ii) gross negligence or willful misconduct in the course of employment (failure to meet performance standards or objectives, by itself, does not constitute cause); (iii) any breach of any obligation or duty to the Company or any of its affiliates (whether arising by statute, common law, contract or otherwise) relating to confidentiality, noncompetition, non-solicitation or property rights; (iv) other conduct involving any type of disloyalty to the Company or any of its affiliates, including, without limitation, fraud, embezzlement, theft or proven dishonesty; and (v) conviction of (or the entry of a plea of guilty or nolo contendere to) a misdemeanor involving moral turpitude or any felony.
By signing this offer, you agree to the Five Below Relocation Policy and repayment policy outlined above.
Severance Benefits:
•Twelve (12) months of Base Salary paid in the form of a lump sum, less any amount for which you may be eligible under a separate employment agreement entered into by you and Five Below; and
•If you or your eligible spouse or dependent validly elects to receive continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), you will be reimbursed the applicable premium otherwise payable for such coverage for the twelve (12) month period following your date of employment termination to the extent such premium exceeds the monthly amount charged to active similarly-situated employees of the Company for the same coverage.
| CERTIFICATION | Exhibit 31.1 | |||||||
I, Winnie Y. Park, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Five Below, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ Winnie Y. Park | |||||||||||||
| Name: | Winnie Y. Park | |||||||||||||
| Title: | President and Chief Executive Officer | |||||||||||||
Dated: September 3, 2026
| CERTIFICATION | Exhibit 31.2 | |||||||
I, Daniel J. Sullivan, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Five Below, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ Daniel J. Sullivan | |||||||||||||
| Name: | Daniel J. Sullivan | |||||||||||||
| Title: | Chief Financial Officer and Treasurer | |||||||||||||
Dated: September 3, 2026
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Five Below, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended August 1, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Winnie Y. Park, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Winnie Y. Park | |||||
| Winnie Y. Park | |||||
| President and Chief Executive Officer | |||||
Date: September 3, 2026
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Five Below, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended August 1, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel J. Sullivan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Daniel J. Sullivan | |||||
| Daniel J. Sullivan | |||||
| Chief Financial Officer and Treasurer | |||||
Date: September 3, 2026