Item 3. Legal Proceedings
ITEM 3. LEGAL PROCEEDINGS
We are subject to various proceedings, lawsuits, investigations, disputes, and claims arising in the ordinary course of our business. Many of these actions raise complex factual and legal issues and are subject to uncertainties. Such matters from time to time include commercial, intellectual property, customer, consumer, and employment proceedings, including class action lawsuits. The plaintiffs and government authorities in some actions may seek unspecified damages, injunctive relief, penalties and cost reimbursement. Actions are in various procedural stages, and some are covered in part by insurance. We cannot predict with assurance the outcome of actions brought against us. Accordingly, adverse developments, settlements, or resolutions may occur and negatively impact income in the quarter of such development, settlement or resolution. If a potential loss arising from these lawsuits, claims and pending actions is probable and reasonably estimable, we record the estimated liability based on circumstances and assumptions existing at the time. Although the outcome of these and other claims cannot be predicted with certainty, management does not believe that the ultimate resolution of these matters will have a material adverse effect on our financial condition or results of operations.
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Securities Class Action Proceedings
On August 1, 2024, a putative class action was filed against Five Below, Inc. and a certain former senior officer in the United States District Court for the Eastern District of Pennsylvania, purportedly on behalf of a class of the Company's investors who purchased or otherwise acquired our publicly traded securities between March 20, 2024 and July 16, 2024. On September 16, 2024, a similar action was commenced against Five Below, Inc. in the same court on behalf of a class of investors who purchased or otherwise acquired our publicly traded securities between December 1, 2022 and July 16, 2024. The complaints allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder in connection with various public statements made by us. On October 28, 2024, the court entered an order consolidating the actions and appointing lead plaintiff. Lead plaintiff filed its Consolidated Amended Complaint against the Company and one former senior officer and one current senior officer on January 13, 2025. Defendants filed their motion to dismiss the Consolidated Amended Complaint on March 14, 2025. Lead plaintiff’s opposition to defendants’ motion to dismiss is due on or before May 13, 2025, and any reply in support of defendants’ motion to dismiss is due on or before July 11, 2025. The Company intends to vigorously defend against this action, which the Company believes to be without merit. The potential impact of this action, which seeks unspecified damages, attorneys’ fees and expenses, is uncertain.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II