FIVE · Five Below, Inc

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).

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.

Includes shares held by the reporting person's revocable trust.

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.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.50 to $232.00, 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 range set forth in this footnote.

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.00 to $231.7800, 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 range set forth in this footnote.

The number of shares beneficially owned has been adjusted to correct a clerical error.

On March 23, 2026, the reporting person filed a Form 4 (the "Initial Form 4") that erroneously reported a grant of 234 shares pursuant to Rule 16b-3(d) on March 19, 2026. In fact, 79 of those shares had been previously reported. This amendment is being filed to report the correct number of (i) shares awarded to the reporting person on March 19, 2026 and (ii) shares beneficially owned by the reporting person following all transactions reported in the Initial Form 4.