Five Below, Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Election of a New Director On September 21, 2026, the Board of Directors (the “Board”) of Five Below, Inc. (the “Company”) increased the size of the Board from nine to ten directors and elected Scott Settersten to fill the resulting vacancy and serve as a member of the Audit Committee of the Board, each upon the recommendation of the Board’s Nominating and Corporate Governance Committee, effective immediately. Mr. Settersten will serve until the 2027 annual meeting of shareholders and is expected to be nominated for reelection to the Board at the 2027 annual meeting of shareholders. The Board determined that Mr. Settersten qualifies as an independent director under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the applicable listing standards of The Nasdaq Stock Market LLC. In connection with his election, Mr. Settersten was granted an initial equity award of 545 restricted stock units (the “Initial Grant”) that will vest at the Company’s next annual meeting of shareholders, subject to his continued Board service. The Initial Grant was made pursuant to the Company’s Compensation Policy for Non-Employee Directors, as amended, and the Company’s Amended and Restated Equity Incentive Plan. Mr. Settersten is eligible to participate in the Company's compensation arrangements for non-employee directors as in effect from time to time, as described in the Company's annual proxy statement filed with the SEC on May 1, 2026. The Company has entered into its standard form of indemnification agreement with Mr. Settersten, in substantially the form filed with the SEC as Exhibit 10.17 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Company with the SEC on May 24, 2012 and incorporated by reference herein. Mr. Settersten has no arrangement or understanding with any other persons pursuant to which he was selected as a director. There are no transactions in which Mr. Settersten has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure. On September 23, 2026, the Company issued a press release announcing the appointment of Scott Settersten to the Board. A copy of this press release is furnished as Exhibit 99.1 hereto. The information in Item 7.01 of this Current Report and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.