6 unchanged sentences
Changes in Internal Control Over Financial Reporting
−Removed: There were no changes to our internal control over financial reporting during the fourteen weeks ended February 3, 2024, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes to our internal control over financial reporting during the thirteen weeks ended February 1, 2025, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
Management's Annual Report on Internal Control Over Financial Reporting
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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 3, 2024 and January 28, 2023, the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the fiscal years in the three-year period ended February 3, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated March 21, 2024 expressed an unqualified opinion on those consolidated financial statements.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 1, 2025 and February 3, 2024, the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the fiscal years in the three-year period ended February 1, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated March 20, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
18 unchanged sentences
OTHER INFORMATION
−Removed: During the fourteen weeks ended February 3, 2024, none of the Company's directors or Section 16 officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any "non-Rule 10b5-1 trading arrangement."
+Added: On January 14, 2025 , George Hill , Chief Retail Officer of the Company, adopted a trading plan that (i) is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended;
+Added: (ii) provides for the sale of up to 7,500 shares of the Company’s common stock;
+Added: and (iii) expires on December 31, 2025 .
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
50 unchanged sentences
333-180780) filed with the Securities and Exchange Commission on May 24, 2012)
−Removed: 10.13† Letter Employment Agreement, dated October 14, 2010, by and between Thomas Vellios and Five Below, Inc.
−Removed: (incorporated by reference to Exhibit 10.19 of the Registration Statement on Form S-1 (File No.
−Removed: 333-180780) filed with the Securities and Exchange Commission on April 18, 2012)
−Removed: 10.14† Amendment to Employment Agreement, dated September 28, 2011, by and between Thomas Vellios and Five Below, Inc.
−Removed: (incorporated by reference to Exhibit 10.20 of the Registration Statement on Form S-1 (File No.
−Removed: 333-180780) filed with the Securities and Exchange Commission on April 18, 2012)
−Removed: 10.15† Amendment, dated February 18, 2015, to Employment Letter, dated October 14, 2010, as amended, by and between Thomas Vellios and Five Below, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 23, 2015)
10.13† Letter Employment Agreement, dated April 16, 2012, by and between Kenneth R.
55 unchanged sentences
(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2023)
−Removed: 10.43† Co mpensation Pol icy for Non-Employee Directors (incorporated by reference to Exhibit 10.
−Removed: 1 † of the Quarterly Report on Form 10 - Q filed with the Securities and Exchange Commission on November 30 , 2023)
+Added: 10.40† Compensation Policy for Non-Employee Directors (incorporated by reference to Exhibit 10.1† of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 30, 2023)
10.41 Amended and Restated Five Below, Inc.
−Removed: Clawback Policy (incorporated by reference to Exhibit 10.
−Removed: 3 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 30, 2023)
+Added: Clawback Policy (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 30, 2023)
+Added: 10.42† Cessation Agreement, dated September 18, 2024, by and between Five Below, Inc.
+Added: and Michael F.
+Added: Romanko (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 18, 2024)
+Added: 10.43† Offer Letter, dated December 2, 2024, by and between Five Below, Inc., and Winnie Park (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 4, 2024)
+Added: 10.44† Offer Letter, dated December 2, 2024, by and between Five Below, Inc.
+Added: and Thomas Vellios (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 4, 2024)
+Added: 19.1 Five Below, Inc.
+Added: Insider Trading Policy (filed herewith)
21.1 List of Subsidiaries of the Company (filed herewith)
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101* The following financial information from this Annual Report on Form 10-K, formatted in Inline XBRL (Extensible Business Reporting Language) and furnished electronically herewith:
−Removed: (i) the Consolidated Balance Sheets as of February 3, 2024 and January 28, 2023;
+Added: (i) the Consolidated Balance Sheets as of February 1, 2025 and February 3, 2024;
(ii) the Consolidated Statements of Operations for Fiscal Years 2024, 2023, and 2022;
6 unchanged sentences
Optional disclosure not included in this report.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania, on the 21st day of March 2024.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania, on the 20th day of March 2025.
FIVE BELOW, INC.
+Added: /s/ Winnie Y.
President and Chief Executive Officer
2 unchanged sentences
/s/ Thomas G.
−Removed: Non-Executive Chairman of the Board March 21, 2024
+Added: Executive Chairman of the Board March 20, 2025
+Added: /s/ Winnie Y.
President, Chief Executive Officer and Director (Principal Executive Officer) March 20, 2025
22 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.