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Securities Class Action Proceedings
−Removed: On August 1, 2024, a putative class action was filed against Five Below, Inc.
−Removed: 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.
−Removed: On September 16, 2024, a similar action was commenced against Five Below, Inc.
−Removed: 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.
+Added: On August 1, 2024, a putative class action was filed against us 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 our investors who purchased or otherwise acquired our publicly traded securities between March 20, 2024 and July 16, 2024.
+Added: On September 16, 2024, a similar action was commenced against us 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.
−Removed: On October 28, 2024, the court entered an order consolidating the actions and appointing lead plaintiff.
−Removed: Lead plaintiff filed its Consolidated Amended Complaint against the Company and one former senior officer and one current senior officer on January 13, 2025.
−Removed: Defendants filed their motion to dismiss the Consolidated Amended Complaint on March 14, 2025.
−Removed: 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.
−Removed: The Company intends to vigorously defend against this action, which the Company believes to be without merit.
−Removed: The potential impact of this action, which seeks unspecified damages, attorneys’ fees and expenses, is uncertain.
+Added: On October 28, 2024, the court entered an order consolidating the actions and appointing the lead plaintiff.
+Added: On January 13, 2025, lead plaintiff filed its Consolidated Amended Complaint.
+Added: On March 14, 2025, Defendants filed their Motion to Dismiss the Consolidated Amended Complaint.
+Added: On May 13, 2025, lead plaintiff filed a response in opposition to Defendants' Motion to Dismiss.
+Added: Defendants filed their reply in support of their Motion to Dismiss on June 12, 2025.
+Added: The Motion to Dismiss was granted in part and denied in part on August 25, 2025.
+Added: On October 3, 2025, the Company filed an Answer to the Consolidated Amended Complaint.
+Added: Plaintiffs filed a motion for class certification on January 16, 2026, and Defendants filed an opposition to class certification on March 13, 2026, for which briefing will conclude in April 2026.
+Added: Discovery is ongoing.
+Added: In October 2024, we received two separate letters from purported shareholders demanding that we investigate certain potential derivative claims relating to the same circumstances and allegations included in the shareholder class action.
+Added: We subsequently received four additional separate letters from purported shareholders making similar demands.
+Added: In response, the Board of Directors formed a Special Litigation Committee, which has investigated the allegations contained in each of these letters, and on September 10, 2025, the Special Litigation Committee completed its investigation and determined that it would not be in our best interests to pursue litigation or take other steps in response to the demand letters.
+Added: In October and December 2025, four of the purported shareholders filed derivative suits based on the allegations in their demand letters, two of which were filed in the United States District Court for the Eastern District of Pennsylvania (and have been consolidated into one action) and two of which were filed in Philadelphia County Court of Common Pleas (which we are in the process of consolidating into one action).
+Added: The action in the United States District Court for the Eastern District of Pennsylvania has been stayed pending the outcome of the class action.
+Added: We have agreed with the plaintiffs to a stay of the state court proceedings in the Philadelphia County Court of Common Pleas and are working with them to seek Court approval.
+Added: We intend to vigorously defend against the foregoing actions, which we believe to be without merit.
+Added: The potential impact of these actions, which seek unspecified damages, attorneys’ fees and expenses, is uncertain.
MINE SAFETY DISCLOSURES
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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.