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Item 9A. Controls and Procedures

2026-03-19 compared with 2025-03-20 · 30 added, 21 removed, 199 unchanged (20% of the section changed)

6 unchanged sentences

Changes in Internal Control Over Financial Reporting

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.

There were no changes to our internal control over financial reporting during the thirteen weeks ended January 31, 2026, 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

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

The company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States ("GAAP").

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Management, including the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of internal control over financial reporting as of February 1, 2025.

Management, including the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of internal control over financial reporting as of January 31, 2026.

Management based this assessment on criteria for effective internal control over financial reporting described in “ Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management determined that, as of February 1, 2025, the company maintained effective internal control over financial reporting at a reasonable assurance level.

The effectiveness of the company’s internal control over financial reporting as of February 1, 2025 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their report dated March 20, 2025 that appears below.

Based on this assessment, management determined that, as of January 31, 2026, the company maintained effective internal control over financial reporting at a reasonable assurance level.

The effectiveness of the company’s internal control over financial reporting as of January 31, 2026 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their report dated March 19, 2026 that appears below.

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

We have audited Five Below, Inc.

and subsidiary's (the Company) 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.

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.

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.

and subsidiaries' (the Company) internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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 January 31, 2026 and February 1, 2025, 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 January 31, 2026, and the related notes (collectively, the consolidated financial statements), and our report dated March 19, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

18 unchanged sentences

OTHER INFORMATION

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;

(ii) provides for the sale of up to 7,500 shares of the Company’s common stock;

and (iii) expires on December 31, 2025 .

During the thirteen weeks ended January 31, 2026, 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."

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 is included in the “Board of Directors-Nominees for Election to the Board of Directors for a Term Expiring at the 2025 Annual Meeting,” “Board of Directors-Members of the Board of Directors Continuing in Office for a Term Expiring at the 2025 Annual Meeting,” “Executive Officers,” “Board of Directors-Code of Business Conduct and Ethics,” “Board of Directors-Committees of the Board of Directors,” and “Board of Directors-Director Nomination Process” sections of our proxy statement for the 2025 annual meeting of shareholders, which will be filed with the Securities and Exchange Commission, and is incorporated by reference herein.

The information required by this Item 10 is included in the “Board of Directors-Nominees for Election to the Board of Directors for a Term Expiring at the 2027 Annual Meeting,” “Executive Officers,” “Board of Directors-Code of Business Conduct and Ethics,” “Board of Directors-Committees of the Board of Directors,” and “Board of Directors-Director Nomination Process” sections of our proxy statement for the 2026 annual meeting of shareholders, which will be filed with the Securities and Exchange Commission, and is incorporated by reference herein.

EXECUTIVE COMPENSATION

90 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)

10.33† 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)

10.33† Form of Award Agreement for Performance-Based Restricted Stock Units under the Five Below, Inc.

10 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)

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)

10.39† Compensation Policy for Non-Employee Directors (filed herewith)

10.40 Amended and Restated Five Below, Inc.

6 unchanged sentences

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)

10.44† Letter Agreement, dated June 4, 2025, by and between Kristy Chipman and Five Below, Inc.

(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 4, 2025)

10.45† Consulting Agreement, dated June 12, 2025, by and between Five Below, Inc.

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 June 4, 2025)

10.46† Letter Agreement, dated August 25, 2025, by and between Daniel Sullivan and Five Below, Inc.

(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2025)

10.47† Letter Agreement, dated September 24, 2025, by and between Michelle Israel and Five Below, Inc.

(incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 4, 2025)

10.48† Letter Agreement, dated October 1, 2025, by and between Ronald J.

Masciantonio and Five Below, Inc.

(incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 4, 2025)

10.49† Letter Agreement, dated February 8, 2026, by and between George Hill and Five Below, Inc.

(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 9, 2026)

10.50† Form of Award Agreement for Performance-Based Restricted Stock Units under the Five Below, Inc.

202 2 Equity Incentive Plan ( filed herewith )

10.51† Form of Not ice of Grant of Time-Based Restricted Stock Unit s Award and Award Agreement (Non -CEO Exec utive O fficers) under the Five Below, Inc.

2022 Equity Incentive Plan ( filed herewith )

19.1 Five Below, Inc.

11 unchanged sentences

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:

(i) the Consolidated Balance Sheets as of February 1, 2025 and February 3, 2024;

(i) the Consolidated Balance Sheets as of January 31, 2026 and February 1, 2025;

(ii) the Consolidated Statements of Operations for Fiscal Years 2025, 2024, and 2023;

12 unchanged sentences

Signature Title Date

/s/ Thomas G.

Executive Chairman of the Board March 20, 2025

/s/ Winnie Y.

President, Chief Executive Officer and Director (Principal Executive Officer) March 19, 2026

/s/ Kristy Chipman

Kristy Chipman

/s/ Daniel J.

Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) March 19, 2026

5 unchanged sentences

Director March 19, 2026

/s/ Bernard J.

Director March 20, 2025

/s/ Dinesh Lathi

10 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.

What changed 10-K

Item 9A. Controls and Procedures