Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 1.01 Entry Into a Material Definitive Agreement. On October 14, 2026, Five Below, Inc. (the “Company”) entered into a Third Amendment to Credit Agreement (the “Amendment”) among the Company (in such capacity, the “Borrower”), 1616 Holdings, Inc.…
Filed Oct 14, 2026Accepted Oct 14, 2026, 4:48 PM EDTCIK 1177609Accession 0001177609-26-000072
Five Below 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 believe life is better when customers are free to "let go & have fun" in an amazing experience filled with unlimited possibilities. With most items priced between $1 and $5 and some extreme value items priced beyond $5, Five Below makes it easy to say YES! to the newest, coolest stuff across awesome Five Below worlds: Candy, Style, Party, Room, Create, Tech, Sports and New & Now. Founded in 2002 and headquartered in Philadelphia, Pennsylvania, Five Below today has over 1,900 stores in 46 states. For more information, please visit www.fivebelow.com or follow @fivebelow on TikTok, Instagram and Facebook.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry Into a Material Definitive Agreement.
On October 14, 2026, Five Below, Inc. (the “Company”) entered into a Third Amendment to Credit Agreement (the “Amendment”) among the Company (in such capacity, the “Borrower”), 1616 Holdings, Inc. (the “Guarantor” and with the Borrower, collectively, the “Loan Parties”), the lenders party thereto (the “Lenders”) and Wells Fargo Bank, National Association (“Wells”) as agent for the Lenders (in such capacity, the “Agent”), which amended that certain Fifth Amended and Restated Credit Agreement, dated April 24, 2020 (as amended by that certain First Amendment to Credit Agreement, dated as of January 27, 2021, and by that certain Second Amendment to Credit Agreement, dated as of September 16, 2022, the “Credit Agreement”) by and among the Loan Parties, the lenders party thereto and the Agent.
Pursuant to the Amendment, the Maturity Date of the Credit Agreement was extended from September 16, 2027 to October 14, 2031. The Amendment also increased the amount of the Company’s senior secured asset-based revolving credit facility from $225,000,000 to $450,000,000 and the letter of credit subline from $20,000,000 to $50,000,000.
The Credit Agreement is an exhibit to a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on April 29, 2020. The First Amendment to Credit Agreement is an exhibit to a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on January 27, 2021. The Second Amendment to Credit Agreement is an exhibit to a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on September 16, 2022. The Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The description of the material terms of the Amendment is qualified in its entirety by reference to such exhibit.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
