FIVE · Five Below, Inc · Insider Trading

The shares were issued to the reporting person pursuant to the Five Below, Inc. Compensation Policy for Non-Employee Directors in lieu of a quarterly retainer payment of $31,250.00, less applicable tax withholdings.

The shares were issued to the reporting person pursuant to the Five Below, Inc. Compensation Policy for Non-Employee Directors in lieu of a quarterly retainer payment of $22,500.00, less applicable tax withholdings.

The shares were issued to the reporting person pursuant to the Five Below, Inc. Compensation Policy for Non-Employee Directors in lieu of a quarterly retainer payment of $22,500.00, less applicable tax withholdings.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.93 to $249.04, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnote of this Form 4.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249.84 to $250.10, inclusive.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $253.58 to $254.25, inclusive.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.51 to $247.46, inclusive.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $242.55 to $243.41, inclusive.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $247.50 to $248.48, inclusive.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $243.52 to $244.45, inclusive.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $245.65 to $246.36, inclusive.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.18 to $251.46, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnote of this Form 4.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $255.00 to $255.68, inclusive.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $241.50 to $242.48, inclusive.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $244.63 to $245.49, inclusive.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $252.66 to $253.01, inclusive.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.53 to $249.11, inclusive.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $240.50 to $241.07, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes of this Form 4.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.95 to $252.37, inclusive.

The shares were issued to the reporting person pursuant to the Five Below, Inc. Compensation Policy for Non-Employee Directors in lieu of a quarterly retainer payment of $22,500.00, less applicable tax withholdings.

The shares were issued to the reporting person pursuant to the Five Below, Inc. Compensation Policy for Non-Employee Directors in lieu of a quarterly retainer payment of $22,500.00, less applicable tax withholdings.

The shares were issued to the reporting person pursuant to the Five Below, Inc. Compensation Policy for Non-Employee Directors in lieu of a quarterly retainer payment of 31,250.00, less applicable tax withholdings.

Purchase under a Stock Purchase Plan exempt under Rule 16b-3(c).