five-20250802

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(mark one)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 2, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-35600

Five Below, Inc.

(Exact name of Registrant as Specified in its Charter)


Pennsylvania						75-3000378
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

701 Market Street
Suite 300
Philadelphia
Pennsylvania						19106
(Address of Principal Executive Offices)						(Zip Code)

(215) 546-7909

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	FIVE	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of August 27, 2025 was 55,145,462.


INDEX

PART I - FINANCIAL INFORMATION		Page
Item 1.	Consolidated Financial Statements (unaudited)	4
	Unaudited Consolidated Balance Sheets as of August 2 , 2025, February 1, 2025, and August 3, 2024	4
	Unaudited Consolidated Statements of Operations for the Thirteen and Twenty -Six Weeks Ended August 2 , 2025 and August 3 , 2024	5
	Unaudited Consolidated Statements of Shareholders' Equity for the Thirteen and Twenty -Six Weeks Ended Augu st 2 , 2025 and Augu s t 3 , 2024	6
	Unaudited Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended Augu st 2 , 2025 and August 3 , 2024	8
	Notes to Unaudited Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	29

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32

PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

FIVE BELOW, INC.

Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share data)


	August 2, 2025		February 1, 2025		August 3, 2024
Assets
Current assets:
Cash and cash equivalents	$	562,746	$	331,718	$	209,039
Short-term investment securities	107,418		197,073		118,680
Inventories	799,602		659,500		639,881
Prepaid income taxes and tax receivable	4,657		4,649		14,140

Prepaid expenses and other current assets	110,495		158,427		136,899
Total current assets	1,584,918		1,351,367		1,118,639
Property and equipment, net of accumulated depreciation and amortization of $841,073, $749,923, and $662,744, respectively.	1,253,808		1,261,728		1,246,880
Operating lease assets	1,746,255		1,706,542		1,627,483


Other assets	21,557		19,937		20,142
	$	4,606,538	$	4,339,574	$	4,013,144

Liabilities and Shareholders’ Equity
Current liabilities:
Line of credit	$	—	$	—	$	—

Accounts payable	371,801		260,343		255,965
Income taxes payable	—		51,998		—
Accrued salaries and wages	36,532		19,743		12,574
Other accrued expenses	204,926		149,495		164,226
Operating lease liabilities	311,365		274,863		252,440

Total current liabilities	924,624		756,442		685,205

Other long-term liabilities	10,288		8,210		8,662
Long-term operating lease liabilities	1,707,261		1,706,704		1,642,055
Deferred income taxes	57,118		59,891		69,481
Total liabilities	2,699,291		2,531,247		2,405,403
Commitments and contingencies (note 6)
Shareholders’ equity:
Common stock, $0.01 par value. Authorized 120,000,000 shares; issued and outstanding 55,146,485, 55,028,682, and 55,006,099 shares, respectively.	550		549		549
Additional paid-in capital	167,480		152,471		141,029
Retained earnings	1,739,217		1,655,307		1,466,163
Total shareholders’ equity	1,907,247		1,808,327		1,607,741
	$	4,606,538	$	4,339,574	$	4,013,144

See accompanying notes to consolidated financial statements.

FIVE BELOW, INC.

Consolidated Statements of Operations

(Unaudited)

(in thousands, except share and per share data)


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Net sales	$	1,026,847	$	830,069	$	1,997,374	$	1,641,932
Cost of goods sold (exclusive of items shown separately below)	684,478		558,283		1,331,092		1,106,626

Selling, general and administrative expenses	242,314		188,809		468,816		378,995
Depreciation and amortization	47,690		41,468		94,254		78,652
Operating income	52,365		41,509		103,212		77,659
Interest income and other income, net	5,540		3,054		11,187		8,044


Income before income taxes	57,905		44,563		114,399		85,703
Income tax expense	15,143		11,563		30,489		21,236
Net income	$	42,762	$	33,000	$	83,910	$	64,467





Basic income per common share	$	0.78	$	0.60	$	1.52	$	1.17
Diluted income per common share	$	0.77	$	0.60	$	1.52	$	1.17

Weighted average shares outstanding:
Basic shares	55,072,140		55,027,663		55,059,126		55,097,840
Diluted shares	55,389,479		55,042,588		55,289,719		55,148,893

See accompanying notes to consolidated financial statements.

FIVE BELOW, INC.

Consolidated Statements of Shareholders’ Equity

(Unaudited)

(in thousands, except share data)


	Common stock	Additional paid-in capital	Retained earnings	Total shareholders’ equity

								Shares			Amount

Balance, February 1, 2025			55,028,682	$	549	$	152,471		$	1,655,307		$	1,808,327

Share-based compensation expense			—	—		9,672			—			9,672
Issuance of unrestricted stock awards			2,039	—		169			—			169

Vesting of restricted stock units and performance-based restricted stock units			44,020	—		—			—			—
Common shares withheld for taxes			(15,526)	—		(1,254)			—			(1,254)



Net income			—	—		—			41,148			41,148
Balance, May 3, 2025			55,059,215	$	549	$	161,058		$	1,696,455		$	1,858,062

Share-based compensation expense			—	—		8,392						8,392
Issuance of unrestricted stock awards			982	—		134						134

Vesting of restricted stock units and performance-based restricted stock units			102,058	1		—						1
Common shares withheld for taxes			(19,436)	—		(2,581)						(2,581)


Issuance of common stock to employees under employee stock purchase plan			3,666	—		477						477
Net income			—	—		—			42,762			42,762
Balance, August 2, 2025			55,146,485	$	550	$	167,480		$	1,739,217		$	1,907,247


			Common stock						Additional paid-in capital		Retained earnings		Total shareholders’ equity

	Shares	Amount
Balance, February 3, 2024				55,197,875			$	551							$	182,709	$	1,401,696	$	1,584,956

Share-based compensation expense			—		—				4,928		—		4,928
Issuance of unrestricted stock awards			626		—				112		—		112

Vesting of restricted stock units and performance-based restricted stock units			89,885		1				—		—		1
Common shares withheld for taxes			(33,953)		—				(6,652)		—		(6,652)
Repurchase and retirement of common stock			(182,327)		(2)				(30,149)		—		(30,151)


Net income			—		—				—		31,467		31,467
Balance, May 4, 2024			55,072,106		$	550			$	150,948	$	1,433,163	$	1,584,661

Share-based compensation expense			—		—				(454)		—		(454)
Issuance of unrestricted stock awards			1,834		—				114		—		114

Vesting of restricted stock units and performance-based restricted stock units			12,439		—				—		—		—
Common shares withheld for taxes			(938)		—				(105)		—		(105)
Repurchase and retirement of common stock			(84,670)		(1)				(10,074)		—		(10,075)

Issuance of common stock to employees under employee stock purchase plan			5,328		—				600		—		600
Net income			—		—				—		33,000		33,000
Balance, August 3, 2024			55,006,099		$	549			$	141,029	$	1,466,163	$	1,607,741

See accompanying notes to consolidated financial statements.

FIVE BELOW, INC.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	Twenty-Six Weeks Ended
	August 2, 2025		August 3, 2024
Operating activities:
Net income	$	83,910	$	64,467
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	94,254		78,652





Share-based compensation expense	18,419		4,728
Deferred income tax (benefit) expense	(2,773)		2,738
Other non-cash expenses	754		196

Changes in operating assets and liabilities:
Inventories	(140,102)		(55,254)

Prepaid income taxes and tax receivable	(8)		(9,306)
Prepaid expenses and other assets	46,240		13,856
Accounts payable	110,636		887
Income taxes payable	(51,998)		(41,772)
Accrued salaries and wages	16,789		(17,454)

Operating leases	(2,654)		37,878
Other accrued expenses	52,191		18,078
Net cash provided by operating activities	225,658		97,694
Investing activities:
Purchases of investment securities and other investments	(95,648)		(4,508)
Sales, maturities, and redemptions of investment securities	185,303		173,958
Capital expenditures	(80,928)		(191,472)
Net cash provided by (used in) investing activities	8,727		(22,022)
Financing activities:







Net proceeds from issuance of common stock	477		600
Repurchase and retirement of common stock	—		(40,226)
Proceeds from exercise of options to purchase common stock and vesting of restricted and performance-based restricted stock units	1		1
Common shares withheld for taxes	(3,835)		(6,757)




Net cash used in financing activities	(3,357)		(46,382)
Net increase in cash and cash equivalents	231,028		29,290
Cash and cash equivalents at beginning of period	331,718		179,749
Cash and cash equivalents at end of period	$	562,746	$	209,039

Supplemental disclosures of cash flow information:
Non-cash investing activities
Increase (Decrease) in accrued purchases of property and equipment	$	6,088	$	(128)

See accompanying notes to consolidated financial statements.

FIVE BELOW, INC.

Notes to Consolidated Financial Statements

(Unaudited)

(1) Summary of Significant Accounting Policies

(a)Description of Business

Five Below, Inc. is a specialty value retailer offering merchandise targeted at the tween and teen demographic. The Company offers an edited assortment of products, with most priced at $5 and below. As used herein, “Five Below,” the “Company,” refers to Five Below, Inc. (collectively with its wholly owned subsidiaries), except as expressly indicated or unless the context otherwise requires. As used herein, references to “Crew” refer to the Company's employees, and references to “Shipcenters” refer to the Company's distribution and logistics centers.

The Company’s edited assortment of products includes select brands and licensed merchandise. The Company believes its merchandise is readily available, and that there are a number of potential vendors that could be utilized, if necessary, under approximately the same terms the Company is currently receiving; thus, it is not dependent on a single vendor or a group of vendors.

The Company is incorporated in the Commonwealth of Pennsylvania and, as of August 2, 2025, operated in 44 states, excluding Alaska, Hawaii, Idaho, Montana, Oregon, and Washington. As of August 2, 2025 and August 3, 2024, the Company operated 1,858 stores and 1,667 stores, respectively, each operating under the name “Five Below.” The Company also sells its merchandise on the internet, through the Company's fivebelow.com e-commerce website and mobile app, offering home delivery and the option to buy online and pick up in store. Additionally, the Company sells merchandise through on-demand third-party delivery services to enable its customers to shop online and receive convenient delivery.

(b)Fiscal Year

The Company operates on a 52/53-week fiscal year ending on the Saturday closest to January 31. References to "fiscal year 2025" or "fiscal 2025" refer to the period from February 2, 2025 to January 31, 2026, which is a 52-week fiscal year. References to "fiscal year 2024" or "fiscal 2024" refer to the period from February 4, 2024 to February 1, 2025, which is a 52-week fiscal year. The fiscal quarters ended August 2, 2025 and August 3, 2024 refer to the thirteen weeks ended as of those dates. The year-to-date periods ended August 2, 2025 and August 3, 2024 refer to the twenty-six weeks ended as of those dates.

(c)Basis of Presentation

The consolidated balance sheets as of August 2, 2025 and August 3, 2024, the consolidated statements of operations for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024, the consolidated statements of shareholders’ equity for the thirteen and twenty-six weeks ended August 2, 2025 and August 3, 2024 and the consolidated statements of cash flows for the twenty-six weeks ended August 2, 2025 and August 3, 2024 have been prepared by the Company in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim reporting and are unaudited. In the opinion of management, the aforementioned financial statements include all known adjustments (which consist primarily of normal, recurring accruals, estimates and assumptions that impact the financial statements) necessary to present fairly the financial position at the balance sheet dates and the results of operations and cash flows for the periods ended August 2, 2025 and August 3, 2024. The balance sheet as of February 1, 2025, presented herein, has been derived from the audited balance sheet included in the Company's Annual Report on Form 10-K for fiscal 2024 as filed with the Securities and Exchange Commission on March 20, 2025 and referred to herein as the “Annual Report,” but does not include all annual disclosures required by U.S. GAAP. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended February 1, 2025 and footnotes thereto included in the Annual Report. The consolidated results of operations for the thirteen and twenty-six weeks August 2, 2025 and August 3, 2024 are not necessarily indicative of the consolidated operating results for the year ending January 31, 2026 or any other period. The Company's business is seasonal and as a result, the Company's net sales fluctuate from quarter to quarter. Net sales are usually highest in the fourth fiscal quarter due to the year-end holiday season.

(d)Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes - Improvements to Income Tax Disclosures. This new guidance requires consistent categories and enhanced disaggregation of information in the rate reconciliation and enhanced disaggregation of income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. This new guidance requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory, employee compensation, and depreciation and amortization. In January 2025, the FASB issued ASU 2025-01, which clarifies the effective date of ASU 2024-03. The amendment is effective for fiscal years beginning after December 15, 2026 and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures.

(e)Use of Estimates

The preparation of the consolidated financial statements requires management of the Company to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, net realizable value for inventories, income taxes, share-based compensation expense, the incremental borrowing rate utilized in operating lease liabilities, equity method investments and notes receivable.

(f)Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation at the measurement date:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Inputs, other than Level 1, that are either directly or indirectly observable.

Level 3: Unobservable inputs developed using the Company’s estimates and assumptions which reflect those that market participants would use.

The classification of fair value measurements within the hierarchy are based upon the lowest level of input that is significant to the measurement.

The Company’s financial instruments consist primarily of cash equivalents, investment securities, accounts payable, borrowings, if any, under a line of credit, equity method investments and notes receivable. The Company believes that: (1) the carrying value of cash equivalents and accounts payable are representative of their respective fair value due to the short-term nature of these instruments; and (2) the carrying value of the borrowings, if any, under the line of credit approximates fair value because the line of credit’s interest rates vary with market interest rates. Under the fair value hierarchy, the fair market values of cash equivalents and the investments in corporate bonds are Level 1 while the investments in municipal bonds are Level 2. The fair market values of Level 2 instruments are determined by management with the assistance of a third-party pricing service. Since quoted prices in active markets for identical assets are not available, these prices are determined by the third-party pricing service using observable market information such as quotes from less active markets and quoted prices of similar securities.

As of August 2, 2025, February 1, 2025 and August 3, 2024, the Company had cash equivalents of $528.7 million, $310.4 million and $187.2 million, respectively. The Company’s cash equivalents typically consist of cash management solutions, credit and debit card receivables, money market funds, corporate bonds and municipal bonds with original maturities of 90 days or less. Fair value for cash equivalents was determined based on Level 1 inputs.

As of August 2, 2025, February 1, 2025 and August 3, 2024, the Company's investment securities are classified as held-to-maturity since the Company has the intent and ability to hold the investments to maturity. Such securities are carried at amortized cost plus accrued interest and consist of the following (in thousands):


	As of August 2, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Short-term:
Corporate bonds	$	107,418	$	—	$	58	$	107,360


Total	$	107,418	$	—	$	58	$	107,360


	As of February 1, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Short-term:
Corporate bonds	$	197,073	$	—	$	115	$	196,958


Total	$	197,073	$	—	$	115	$	196,958


	As of August 3, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Short-term:
Corporate bonds	$	118,680	$	—	$	52	$	118,628


Total	$	118,680	$	—	$	52	$	118,628

Short-term investment securities as of August 2, 2025, February 1, 2025 and August 3, 2024 all mature in one year or less.

(g)Prepaid Expenses and Other Current Assets

Prepaid expenses as of August 2, 2025, February 1, 2025 and August 3, 2024 were $46.8 million, $37.7 million, and $33.9 million, respectively. Other current assets as of August 2, 2025, February 1, 2025 and August 3, 2024 were $63.7 million, $120.7 million, and $103.0 million, respectively.

(h)Other Accrued Expenses

Other accrued expenses include accrued capital expenditures of $31.0 million, $25.7 million, and $49.3 million as of August 2, 2025, February 1, 2025 and August 3, 2024, respectively.

(i)Deferred Compensation

The Five Below, Inc. Non qualified Deferred Compensation Plan (the "Deferred Comp Plan") and a related, irrevocable grantor trust (the "Trust") provides eligible key crew with the opportunity to elect to defer up to 80% of their eligible compensation. The Company may make discretionary contributions, at the discretion of the Board. Payments under the Deferred Comp Plan will be made from the general assets of the Company or from the assets of the Trust, funded by the Company. The related liability is recorded as deferred compensation and included in other long-term liabilities in the consolidated balance sheets.

(j)Supply Chain Finance

The Company utilizes the supply chain finance program whereby qualifying suppliers may elect at their sole discretion to sell the Company's payment obligations to a designated third party financial institution. As of August 2, 2025, the amount of obligations outstanding under the supply chain finance program was $6.9 million.

(2)Revenue from Contracts with Customers

Revenue Transactions

Revenue from store operations, including third party delivery services, is recognized at the point of sale when control of the product is transferred to the customer at such time. Internet sales, through the Company's fivebelow.com e-commerce website and mobile app, are recognized when the customer receives the product as control transfers upon delivery. Returns subsequent to the period end are immaterial; accordingly, no significant reserve has been recorded. Gift card sales to customers are initially recorded as liabilities and recognized as sales upon redemption for merchandise or as breakage revenue in proportion to the pattern of redemption of the gift cards by the customer in net sales.

The transaction price for the Company’s sales is based on the item’s stated price. To the extent that the Company charges customers for shipping and handling on e-commerce sales, the Company records such amounts in net sales. Shipping and handling costs, which include fulfillment and shipping costs related to the Company's e-commerce operations, are primarily included in costs of goods sold. As permitted by applicable accounting guidance, ASU 2014-09 "Revenue from Contracts with Customers," the Company has elected to exclude all sales taxes collected from customers and remitted to governmental authorities from net sales in the accompanying consolidated statements of operations.

Disaggregation of Revenue

The following table provides information about disaggregated revenue by groups of products: leisure, fashion and home, and snack and seasonal (dollars in thousands):


	Thirteen Weeks Ended
	August 2, 2025				August 3, 2024
	Amount		Percentage of Net Sales		Amount		Percentage of Net Sales
Leisure	$	470,463	45.8	%	$	374,905	45.2	%
Fashion and home	309,295		30.1		249,386		30.0	%
Snack and seasonal	247,089		24.1		205,778		24.8	%

Total	$	1,026,847	100.0	%	$	830,069	100.0	%

	Twenty-Six Weeks Ended
	August 2, 2025				August 3, 2024
	Amount		Percentage of Net Sales		Amount		Percentage of Net Sales
Leisure	$	905,369	45.3	%	$	748,739	45.6	%
Fashion and home	593,064		29.7	%	477,658		29.1	%
Snack and seasonal	498,941		25.0	%	415,535		25.3	%

Total	$	1,997,374	100.0	%	$	1,641,932	100.0	%

(3) Leases

The Company determines if an arrangement contains a lease at the inception of a contract. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

During the thirteen weeks ended August 2, 2025, the Company committed to 51 new store leases with average terms of approximately 10 years that have future minimum lease payments of approximately $102.7 million.

All of the Company's leases are classified as operating leases and the associated assets and liabilities are presented as separate captions in the consolidated balance sheets. As of August 2, 2025 and August 3, 2024, the weighted average remaining lease term for the Company's operating leases was 7.2 years and 7.5 years, respectively, and the weighted average discount rate was 5.4% and 5.4%, respectively.

The following table is a summary of the Company's components for net lease costs (in thousands):


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
Lease Cost	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Operating lease cost	$	86,467	$	76,393	$	170,035	$	150,011
Variable lease cost	25,830		23,241		51,676		44,972
Net lease cost*	$	112,297	$	99,634	$	221,711	$	194,983

* Excludes short-term lease cost, which is immaterial.

The following table summarizes the maturity of lease liabilities under operating leases as of August 2, 2025 (in thousands):


Maturity of Lease Liabilities	Operating Leases
2025	$	186,525
2026	380,648
2027	360,671
2028	337,689
2029	304,549
After 2029	874,318
Total lease payments	2,444,400
Less: imputed interest	425,774
Present value of lease liabilities	$	2,018,626

The following table summarizes the supplemental cash flow disclosures related to leases (in thousands):


	Twenty-Six Weeks Ended
	August 2, 2025		August 3, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Cash payments arising from operating lease liabilities (1)	$	144,819	$	112,933
Supplemental non-cash information:
Operating lease liabilities arising from obtaining right-of-use assets	$	150,187	$	212,454

(1) Included within operating activities in the Company's Consolidated Statements of Cash Flows.

(4) Income Per Common Share

Basic income per common share amounts are calculated using the weighted average number of common shares outstanding for the period. Diluted income per common share amounts are calculated using the weighted average number of common shares outstanding for the period and include the dilutive impact of exercised stock options as well as assumed vesting of restricted stock awards and shares currently available for purchase under the Company's Employee Stock Purchase Plan, using the treasury stock method. Performance-based restricted stock units are considered contingently issuable shares for diluted income per common share purposes and the dilutive impact, if any, is not included in the weighted average shares until the performance conditions are met. The dilutive impact, if any, for performance-based restricted stock units, which are subject to market conditions based on the Company's total shareholder return relative to a pre-defined peer group, are included in the weighted average shares.

The following table reconciles net income and the weighted average common shares outstanding used in the computations of basic and diluted income per common share (in thousands, except for share and per share data):


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Numerator:
Net income	$	42,762	$	33,000	$	83,910	$	64,467






Denominator:
Weighted average common shares outstanding - basic	55,072,140		55,027,663		55,059,126		55,097,840
Dilutive impact of options, restricted stock units and employee stock purchase plan	317,339		14,925		230,593		51,053
Weighted average common shares outstanding - diluted	55,389,479		55,042,588		55,289,719		55,148,893
Per common share:
Basic income per common share	$	0.78	$	0.60	$	1.52	$	1.17
Diluted income per common share	$	0.77	$	0.60	$	1.52	$	1.17

The effects of the assumed vesting of restricted stock units for 20,093 shares of common stock for the thirteen weeks ended August 2, 2025 were excluded from the calculation of diluted income per share, as their impact would have been anti-dilutive.

The effects of the assumed vesting of restricted stock units for 169,941 shares of common stock for the thirteen weeks ended August 3, 2024 were excluded from the calculation of diluted income per share, as their impact would have been anti-dilutive.

The effects of the assumed vesting of restricted stock units for 115,447 shares of common stock for the twenty-six weeks ended August 2, 2025 were excluded from the calculation of diluted income per share, as their impact would have been anti-dilutive.

The effects of the assumed vesting of restricted stock units for 90,272 shares of common stock for the twenty-six weeks ended August 3, 2024 were excluded from the calculation of diluted income per share, as their impact would have been anti-dilutive.

The aforementioned excluded shares do not reflect the impact of any incremental repurchases under the treasury stock method.

(5)Line of Credit

On September 16, 2022, the Company entered into a Second Amendment to Credit Agreement (the "Second Amendment") which amended the Fifth Amended and Restated Credit Agreement, dated as of April 24, 2020, as previously amended by that certain First Amendment to Credit Agreement, dated as of January 27, 2021 (the "First Amendment"; the Fifth Amended and Restated Credit Agreement as amended by the First Amendment and the Second Amendment, the “Credit Agreement”), among the Company, 1616 Holdings, Inc., a wholly-owned subsidiary of the Company ("1616 Holdings" and together with the Company, the "Loan Parties"), Wells Fargo Bank, National Association as administrative agent (the "Agent"), and other lenders party thereto (the "Lenders").

The Credit Agreement provides for a secured asset-based revolving line of credit in the amount of up to $225.0 million (the "Revolving Credit Facility"). Advances under the Revolving Credit Facility are tied to a borrowing base consisting of eligible credit card receivables and inventory, as reduced by certain reserves in effect from time to time. Pursuant to the Credit Agreement, inventory appraisals and certain other diligence items are deferred, with reduced advance rates during the period that such appraisals have not been

SEC Form 10-Q filed by Five Below Inc.