62 unchanged sentences
Number Description
−Removed: 3.1 Amended and Restated Articles of Incorporation of Five Below, Inc., as currently in effect (incorporated by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 3, 2015)
−Removed: 3.2 Amended and Restated Bylaws of Five Below, Inc., as currently in effect (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2018)
+Added: 3.1 Amended and Restated Articles of Incorporation of Five Below, Inc.
+Added: (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14 , 20 22 )
+Added: 3.2 Amended and Restated Bylaws of Five Below, Inc.
+Added: (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2022)
4.1 Form of Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 of Amendment No.
1 unchanged sentence
333-180780) filed with the Securities and Exchange Commission on July 9, 2012)
−Removed: 4.2 Description of Five Below's Securities (incorporated by reference to Exhibit 4.2 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on October 5, 2018)
+Added: 4.2 Description of Five Below's Securities (incorporated by reference to Exhibit 4.2 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2020 )
10.1† Five Below, Inc.
2 unchanged sentences
Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 1, 2016)
−Removed: 10.3a† Form of Non-Qualified Stock Option Agreement (Employees) (used for options granted prior to May 21, 2013) (incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-1 (File No.
+Added: 10.3a† Form of Non-Qualified Stock Option Agreement ( C r e w ) (used for options granted prior to May 21, 2013) (incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-1 (File No.
333-180780) filed with the Securities and Exchange Commission on April 18, 2012)
−Removed: 10.3b† Form of Non-Qualified Stock Option Agreement (Employees) (used for options granted after May 21, 2013 and prior to June 30, 2014) (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 10, 2013)
−Removed: 10.3c† Form of Non-Qualified Stock Option Agreement for Employees (used for options granted after June 30, 2014) (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2014)
+Added: 10.3b† Form of Non-Qualified Stock Option Agreement ( Crew ) (used for options granted after May 21, 2013 and prior to June 30, 2014) (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 10, 2013)
+Added: 10.3c† Form of Non-Qualified Stock Option Agreement for Crew (used for options granted after June 30, 2014) (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2014)
10.4a† Form of Non-Qualified Stock Option Agreement (Executives) (used for options granted prior to May 21, 2013) (incorporated by reference to Exhibit 10.11 of the Registration Statement on Form S-1 (File No.
3 unchanged sentences
10.5† Form of Award Agreement for Restricted Shares under the Five Below, Inc.
−Removed: Equity Incentive Plan (Employees) (incorporated by reference to Exhibit 10.14 of Amendment No.
+Added: Equity Incentive Plan ( Crew ) (incorporated by reference to Exhibit 10.14 of Amendment No.
2 to the Registration Statement on Form S-1 (File No.
42 unchanged sentences
10.25 Security Agreement, dated April 24, 2020, among Five Below, Inc., 1616 Holdings, Inc., and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2020)
−Removed: 10.26 First Amendment to Credit Agreement, dated January 27, 2021, among Five Below, Inc., 1616 Holdings, Inc., and Wells Fargo Bank, National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2020)
10.26† Employment Letter, dated April 6, 2017, by and between George S.
3 unchanged sentences
Executive Severance Plan (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 2, 2017)
−Removed: 10.29† Employment Letter, dated October 29, 2017, by and between David Makuen and Five Below, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 1, 2017)
10.28† Employment Letter, dated February 19, 2019, and Non-Solicitation, Non-Disclosure, Non-Compete and Proprietary Information Agreement by and between Judy Werthauser and Five Below, Inc.
4 unchanged sentences
2020 Performance Bonus Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2020)
−Removed: 10.33† Compensation Policy for Non-Employee Directors (incorporated by reference to Exhibit 10.32 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 3, 2020)
10.31† Form of Award Agreement for Performance-Based Restricted Stock Units under the Five Below, Inc.
7 unchanged sentences
Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2021)
−Removed: 10.39† Compensation Policy for Non-Employee Directors (incorporated by reference to Exhibit 10.34† of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 2, 2021)
−Removed: 21.1 List of Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2020)
+Added: 10.36† Compensation Policy for Non- Crew Directors (incorporated by reference to Exhibit 10.34† of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 2, 2021)
+Added: 10.37† Form of Award Agreement for Performance -Based Restricted Stock Units under the Five Below, Inc.
+Added: Amended and Restated Equity I ncentive Plan (Direc tors) (incorporated by reference to Exhibit 10.3 5 † of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 9 , 202 2 )
+Added: 10.38† Five Below, Inc.
+Added: 2022 Equity Incentive Plan (incorporated by reference to Appendix A-1 to the Company's Definitive Proxy Statement on Schedule 14 A , filed with the Securities and Exchange Commission on May 5, 2022)
+Added: 10.39† F orm of Restricted Stock Unit Grant Notice and Award Agreement under the Five Below, Inc .
+Added: 2022 Equity Incentive Plan ( incorporated by reference to Exhibit 4.4 of the Company’s registration statement on Form S-8, filed with the Securities and Exchange Commission on June 14, 2022)
+Added: 10.40 Second Amendment to Credit Agreement, dated September 16, 2022, among the Company, 1616 Holdings, Inc., Wells Fargo Bank, National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2022)
+Added: 21.1 List of Subsidiaries of the Company (filed herewith)
23.1 Consent of KPMG LLP (filed herewith)
31 unchanged sentences
Director March 16, 2023
+Added: /s/ Bernard J.
+Added: Director March 16, 2023
/s/ Dinesh Lathi
9 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.