Every material Form 8-K Five Below has filed with the SEC since September 18, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Five Below entered into a Third Amendment to its Credit Agreement on October 14, 2026, with Wells Fargo as agent. The amendment extends the maturity date from September 16, 2027 to October 14, 2031, and doubles the senior secured asset-based revolving credit facility from $225 million to $450 million. For shareholders, the filing shows expanded borrowing capacity and a longer maturity, but the filing does not describe any drawn amount or the reason for the change.
Maturity date extended from September 16, 2027 to October 14, 2031
Revolving credit facility increased from $225 million to $450 million
Letter of credit subline increased from $20 million to $50 million
Amendment filed as Exhibit 10.1; signed by CFO Daniel J. Sullivan
Five Below's board increased its size from nine to ten directors and elected Scott Settersten, former Chief Financial Officer of Ulta Beauty, effective September 21, 2026, with a seat on the Audit Committee. The filing says the board considers him independent, and he received an initial grant of 545 restricted stock units that vests at the next annual shareholder meeting.
Scott Settersten elected September 21, 2026; board expanded from nine to ten directors
Served as CFO of Ulta Beauty from 2012 until retiring in March 2024; previously 15 years at PricewaterhouseCoopers LLP
Initial grant of 545 restricted stock units; term runs until the 2027 annual shareholder meeting
Five Below reported second-quarter fiscal 2026 net sales up 22.9% to $1.26 billion and raised its full-year 2026 sales and EPS outlook. GAAP diluted EPS of $3.99 includes a $163.6 million pre-tax benefit from IEEPA tariff refunds, while adjusted diluted EPS was $1.68. The board also approved a new $600 million share repurchase program.
Q2 net sales rose 22.9% to $1.26 billion; comparable sales rose 14.1%; adjusted diluted EPS was $1.68 versus $0.81 a year earlier
Full-year 2026 net sales outlook raised to $5.63 billion to $5.71 billion from $5.40 billion to $5.48 billion; adjusted diluted EPS outlook raised to $9.83 to $10.31 from $8.65 to $9.05
Board approved on August 29, 2026 a repurchase program of up to $600 million, replacing remaining capacity under the November 27, 2023 program
Five Below reported first-quarter fiscal 2026 net sales of $1,285.6 million, up 32.5% from $970.5 million, with comparable sales up 22.7%. Net income rose to $123.1 million from $41.1 million, and diluted earnings per share were $2.21 versus $0.75 a year earlier. The company also raised its full-year 2026 sales and earnings outlook, which now calls for diluted EPS of $8.62 to $9.02.
Q1 net sales $1,285.6 million vs. $970.5 million; comparable sales up 22.7%
Q1 diluted EPS $2.21 vs. $0.75; net income $123.1 million vs. $41.1 million
Full-year 2026 outlook: net sales $5.40 billion to $5.48 billion; diluted EPS $8.62 to $9.02
Second-quarter outlook: net sales $1.18 billion to $1.20 billion; diluted EPS $1.15 to $1.27
Five Below reported fourth-quarter fiscal 2025 net sales up 24.3% to $1.73 billion, with diluted EPS of $4.28 versus $3.39 a year earlier. For the full year, net sales rose 22.9% to $4.76 billion and diluted EPS rose to $6.47 from $4.60, and the company issued fiscal 2026 guidance calling for diluted EPS of $7.69 to $8.20.
Q4 net sales $1.73 billion, up from $1.39 billion; comparable sales up 15.4%
Q4 diluted EPS $4.28 vs $3.39; adjusted diluted EPS $4.31 vs $3.48
Fiscal 2026 outlook: net sales $5.20 billion to $5.30 billion; diluted EPS $7.69 to $8.20
Q1 fiscal 2026 outlook: net sales $1.18 billion to $1.20 billion; diluted EPS $1.55 to $1.67
Five Below disclosed that George S. Hill's employment ended February 3, 2026, and that on February 8, 2026 the company entered a Separation Agreement confirming his severance under its Executive Severance Plan. The package includes a $700,000 lump-sum payment and additional healthcare and outplacement payments, plus a 90-day transition advisory role.
Employment ceased February 3, 2026; Separation Agreement signed February 8, 2026
Severance includes a $700,000 lump-sum payment (twelve months of base salary) and a $20,000 healthcare cash payment
Transition services include a fiscal 2025 short-term incentive payout based on actual performance and 3,269 restricted stock units scheduled to vest in March 2026
Five Below reported third-quarter fiscal 2025 net sales of $1,038.3 million, up 23.1% from a year earlier, with comparable sales up 14.3% and GAAP diluted earnings of $0.66 per share versus $0.03. The company raised its full-year fiscal 2025 sales and earnings outlook, which matters to shareholders because it points to higher expected profit for the year.
Q3 net sales rose 23.1% to $1,038.3 million; comparable sales rose 14.3%.
Q3 GAAP diluted income per share was $0.66 versus $0.03; adjusted diluted income per share was $0.68 versus $0.42.
Full-year fiscal 2025 net sales are now expected at $4.62 billion to $4.65 billion, with diluted income per share of $5.51 to $5.69.
The company ended the quarter with 1,907 stores after opening 49 net new stores.
Five Below appointed Daniel Sullivan as Chief Financial Officer, effective October 6, 2025, succeeding Kenneth Bull, who has served as interim CFO. The filing also discloses Sullivan's offer terms, including a $850,000 base salary and a $500,000 signing bonus, which matter to shareholders as compensation for the company's top finance role.
Daniel Sullivan becomes CFO and principal financial and accounting officer effective October 6, 2025, replacing interim CFO Kenneth Bull
Offer letter dated August 25, 2025 sets a $850,000 annual base salary and a $500,000 one-time signing bonus
Sullivan's package includes $2,000,000 in initial RSUs and $1,800,000 in 2026 equity awards, with 60% allocated to PRSUs
Michelle Israel was also named Chief Merchandising Officer, effective October 6, 2025, reporting to CEO Winnie Park
Five Below reported second-quarter fiscal 2025 net sales of $1,026.8 million, up 23.7%, and GAAP diluted earnings per share of $0.77, up from $0.60 a year earlier. The company also raised its full-year 2025 sales and earnings per share guidance, which points to higher expected results for shareholders.
Q2 net sales were $1,026.8 million, up 23.7%, with comparable sales up 12.4%
Q2 GAAP diluted EPS was $0.77 versus $0.60; adjusted diluted EPS was $0.81 versus $0.54
Full-year 2025 net sales are now expected at $4.44 billion to $4.52 billion, with diluted EPS of $4.56 to $4.96
Third-quarter 2025 net sales are expected at $950 million to $970 million, with diluted EPS of $0.09 to $0.21
Five Below reported first-quarter fiscal 2025 net sales up 19.5% to $970.5 million and GAAP diluted EPS of $0.75, versus $0.57 a year earlier. The company raised its full-year 2025 sales guidance and the low end of its EPS guidance range, and it also said CFO Kristy Chipman will leave on June 6, 2025, with COO Kenneth Bull serving as interim CFO.
Q1 net sales rose 19.5% to $970.5 million; comparable sales rose 7.1%; adjusted diluted EPS was $0.86 versus $0.60
Full-year 2025 net sales guidance is $4.33 billion to $4.42 billion; full-year diluted EPS guidance is $4.04 to $4.51
CFO Kristy Chipman's employment ends June 6, 2025; COO Kenneth Bull will be interim CFO and Treasurer while a permanent replacement is sought
Five Below raised its first-quarter fiscal 2025 guidance on May 2, 2025, expecting net sales of about $967 million and diluted EPS of $0.69 to $0.71, both above prior ranges. Co-founder and Executive Chair Tom Vellios will not stand for re-election at the June 12, 2025 annual meeting and will move to an advisory role through the end of 2025, while director Mike Devine is expected to become non-executive Chair.
Q1 net sales now expected at about $967 million, up from prior guidance of $905 million to $925 million
Q1 diluted EPS now expected at $0.69 to $0.71, up from $0.44 to $0.55; adjusted EPS $0.82 to $0.84, up from $0.50 to $0.61
Comparable sales now expected to rise about 6.7%, versus prior guidance of flat to 2% growth
Vellios's Executive Chair role ends at the June 12, 2025 annual meeting; Mike Devine is expected to be appointed non-executive Chair if re-elected
Five Below reported fourth-quarter fiscal 2024 net sales of $1.39 billion, up 4.0%, but diluted EPS fell to $3.39 from $3.65 and comparable sales declined 3.0%. For fiscal 2025, the company guided to diluted EPS of $3.90 to $4.52, below its fiscal 2024 diluted EPS of $4.60, so shareholders face a mixed picture of higher sales but lower profit.
Q4 net sales rose 4.0% to $1.39 billion, or 7.8% excluding the 53rd week in fiscal 2023; comparable sales fell 3.0%
Q4 diluted EPS was $3.39 versus $3.65; adjusted diluted EPS was $3.48, a 0.6% decline excluding the 53rd week
Fiscal 2024 net sales rose 8.9% to $3.88 billion, but diluted EPS was $4.60 versus $5.41 in fiscal 2023
Fiscal 2025 guidance: net sales of $4.21 billion to $4.33 billion and diluted EPS of $3.90 to $4.52; Q1 diluted EPS of $0.44 to $0.55
Five Below reported third-quarter fiscal 2024 net sales up 14.6% to $843.7 million, but GAAP operating results swung to a $0.6 million operating loss from $16.1 million income a year earlier, and GAAP diluted EPS was $0.03 versus $0.26. The company also raised its full-year 2024 guidance and named Winnie Park chief executive officer effective December 16, 2024.
Q3 net sales rose 14.6% to $843.7 million; comparable sales rose 0.6%
Q3 GAAP diluted EPS was $0.03 vs. $0.26 a year earlier; adjusted diluted EPS was $0.42
Full-year 2024 GAAP diluted EPS guidance is $4.34 to $4.52, with net sales of $3.84 billion to $3.87 billion
Winnie Park appointed CEO effective December 16, 2024; Ken Bull continues as COO
Five Below appointed Winnie Park as President and Chief Executive Officer, effective December 16, 2024, and expanded its board to twelve members with her as a director. Kenneth Bull, interim CEO since July 15, 2024, will remain Chief Operating Officer, and Thomas Vellios was named Executive Chairman, which sets the new leadership structure and pay terms for shareholders to track.
Winnie Park, 53, was previously CEO of Forever 21 from January 2022 and CEO of Paper Source, Inc. from 2015 to 2021.
Park's offer letter provides a $1.1 million annual base salary, a target short-term incentive of 125% of base salary, and a $1 million initial equity grant.
Vellios's offer letter sets $165,000 in annual base compensation and a $3 million RSU award vesting after one year, plus travel expense reimbursement up to $500,000.
Park's 2025 equity awards have an aggregate grant value of $4 million.
Five Below agreed that Chief Merchandising Officer Michael F. Romanko will retire and leave employment effective November 17, 2024, and will remain available to assist with the transition through May 17, 2025. After his exit, the merchandising organization will report to interim CEO Kenneth R. Bull, which shows the company is reassigning oversight of a senior role during its current interim leadership period.
Michael F. Romanko's employment ends effective November 17, 2024; he stays available through May 17, 2025 for transition help
Lump sum payment of $821,445.53 is tied to a general release of claims and equals 12 months of base salary plus 12 months of COBRA coverage
Andy Kunselman, SVP and General Merchandising Manager, will report directly to Kenneth R. Bull, interim President and CEO and COO
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