Current Report · Items 5.02, 9.01 · 8-K

Five Below, Inc.

FIVENASDAQEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

Filed May 2, 2025Accepted May 2, 2025, 4:41 AM EDTCIK 1177609Accession 0001193125-25-110744

Company context

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.

Current securities

FIVENASDAQ · EQUITY · Current

Recent company filings

Disclosure sections

Items 5.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On April 28, 2025, Thomas G. Vellios, Executive Chairman of the Board of Directors (the “Board”) of Five Below, Inc. (the “Company”), informed the Board of his intention not to stand for re-election to the Board at the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). Accordingly, Mr. Vellios’ employment as Executive Chairman will end when his current term on the Board ends at the 2025 Annual Meeting. Mr. Vellios’ decision not to stand for re-election is not due to any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. A copy of the press release announcing these changes is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Filed exhibits (1)

EX-99.1 (by filename) d943194dex991.htm

EX-99.1 2 d943194dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Five Below Announces Planned Board Chair Transition Following 2025 Annual Meeting And Raises Outlook for First Quarter of 2025 PHILADELPHIA, PA, May 2, 2025 - Five Below, Inc. (NASDAQ: FIVE), the trend-right, high-quality extreme-value retailer for pre-teens and teens, announced that Tom Vellios, the Company’s co-founder and Executive Chair, will transition into an advisory role to the Five Below Board and management through the end of calendar year 2025, and thus not stand for re-election to the Board at the Company’s 2025 Annual Meeting of Shareholders scheduled for June 12, 2025. As a result, his employment as Executive Chair will conclude as of the Annual Meeting date. Following the meeting, and assuming his re-election by shareholders, current director Mike Devine, a 12-year Board veteran, is expected to be appointed non-executive Chair of the Board. Mr. Devine brings substantial public company board experience to the role, having served as Chair of the board of Deckers Outdoor Corporation since 2020. Mr. Vellios said, “I co-founded Five Below in 2002 with one goal - to become THE destination for pre-teens and…

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