Form 8-K

8-K — FIVE BELOW, INC

Accession: 0001177609-26-000050

Filed: 2026-09-23

Period: 2026-09-21

CIK: 0001177609

SIC: 5331 (RETAIL-VARIETY STORES)

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — five-20260921.htm (Primary)

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8-K — FORM 8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 21, 2026

FIVE BELOW, INC.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania 001-35600 75-3000378

(State or Other Jurisdiction of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

701 Market Street

Suite 300

Philadelphia, PA 19106

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (215) 546-7909

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock FIVE The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1

Press Release dated September 23, 2026.

104* Coverage Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc.

Date: September 23, 2026

By: /s/ Daniel J. Sullivan

Name: Daniel J. Sullivan

Title: Chief Financial Officer and Treasurer

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Document

Five Below Appoints Scott Settersten to its Board of Directors

PHILADELPHIA, PA — September 23, 2026 — Five Below, Inc. (NASDAQ: FIVE), the trend-right, extreme-value brand for the kid and the kid in all of us, today announced the appointment of Scott Settersten, former Chief Financial Officer of Ulta Beauty, to its Board of Directors and the Audit Committee of its Board of Directors, effective September 21, 2026. In connection with Mr. Settersten’s appointment, Five Below’s Board increased to ten directors.

“Scott is a highly respected finance leader with a proven track record of scaling a high-growth retail business while maintaining strong financial discipline,” said Mike Devine, Chair of the Five Below Board. “His deep financial and operational expertise will be a valuable addition to our Board, and we look forward to drawing on Scott’s experience as we execute on our significant growth opportunity and drive long-term value for our stakeholders.”

Mr. Settersten served as the Chief Financial Officer of Ulta Beauty from 2012 until his retirement in March 2024, where he oversaw the company’s finance, accounting, tax, treasury, procurement, internal audit, investor relations, loss prevention and real estate teams. Mr. Settersten also spent 15 years with PricewaterhouseCoopers LLP as a certified public accountant in the assurance and risk management practices. In addition, he served as a director and member of the audit committee of Kimball International from July 2020 to June 2023.

“I am honored to join the Five Below Board at such an exciting time in the company's evolution,” said Mr. Settersten. “Five Below is one of the most compelling growth stories in retail with a unique value proposition and target customer,” Mr. Settersten continued. “I look forward to working with the Board and leadership team to build on the company’s momentum and execute its long-term growth strategy to create lasting value for shareholders.”

About Five Below:

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 2,000 stores in 47 states. For more information, please visit www.fivebelow.com or follow @fivebelow on TikTok, Instagram, Facebook, and YouTube.

Investor Contact:

Five Below, Inc.

Christiane Pelz Vice President, Investor Relations

InvestorRelations@fivebelow.com

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