five-20251101

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 November 1, 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 December 3, 2025 was 55,157,085.


INDEX

PART I - FINANCIAL INFORMATION		Page
Item 1.	Consolidated Financial Statements (unaudited)	4
	Unaudited Consolidated Balance Sheets as of November 1 , 2025, February 1, 2025, and November 2 , 2024	4
	Unaudited Consolidated Statements of Operations for the Thirteen and Thir ty-Nine Weeks Ended November 1 , 2025 and November 2 , 2024	5
	Unaudited Consolidated Statements of Shareholders' Equity for the Thirteen and Thirty-Nine Weeks Ended November 1, 2025 and November 2, 2024	6
	Unaudited Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended November 1, 2025 and November 2, 2024	8
	Notes to Unaudited Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
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)


	November 1, 2025		February 1, 2025		November 2, 2024
Assets
Current assets:
Cash and cash equivalents	$	350,983	$	331,718	$	169,702
Short-term investment securities	173,515		197,073		46,941
Inventories	1,112,263		659,500		817,832
Prepaid income taxes and tax receivable	12,527		4,649		20,348

Prepaid expenses and other current assets	110,834		158,427		157,396
Total current assets	1,760,122		1,351,367		1,212,219
Property and equipment, net of accumulated depreciation and amortization of $889,949, $749,923, and $705,959, respectively.	1,252,212		1,261,728		1,259,768
Operating lease assets	1,743,865		1,706,542		1,692,978

Long-term investment securities	11,261		—		—
Other assets	21,858		19,937		20,354
	$	4,789,318	$	4,339,574	$	4,185,319

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

Accounts payable	519,651		260,343		352,180
Income taxes payable	82		51,998		—
Accrued salaries and wages	57,583		19,743		28,758
Other accrued expenses	184,530		149,495		143,388
Operating lease liabilities	335,087		274,863		351,062

Total current liabilities	1,096,933		756,442		875,388

Other long-term liabilities	8,760		8,210		8,962
Long-term operating lease liabilities	1,679,106		1,706,704		1,616,964
Deferred income taxes	54,283		59,891		68,153
Total liabilities	2,839,082		2,531,247		2,569,467
Commitments and contingencies (note 6)
Shareholders’ equity:
Common stock, $0.01 par value. Authorized 120,000,000 shares; issued and outstanding 55,158,204, 55,028,682, and 55,010,438 shares, respectively.	550		549		549
Additional paid-in capital	173,964		152,471		147,453
Retained earnings	1,775,722		1,655,307		1,467,850
Total shareholders’ equity	1,950,236		1,808,327		1,615,852
	$	4,789,318	$	4,339,574	$	4,185,319

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				Thirty-Nine Weeks Ended
	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Net sales	$	1,038,293	$	843,710	$	3,035,667	$	2,485,642
Cost of goods sold (exclusive of items shown separately below)	686,873		585,668		2,017,965		1,692,294

Selling, general and administrative expenses	259,238		215,367		728,054		594,362
Depreciation and amortization	48,877		43,281		143,131		121,933
Operating income (loss)	43,305		(606)		146,517		77,053
Interest income and other income, net	5,813		2,808		17,000		10,852


Income before income taxes	49,118		2,202		163,517		87,905
Income tax expense	12,613		515		43,102		21,751
Net income	$	36,505	$	1,687	$	120,415	$	66,154





Basic income per common share	$	0.66	$	0.03	$	2.19	$	1.20
Diluted income per common share	$	0.66	$	0.03	$	2.17	$	1.20

Weighted average shares outstanding:
Basic shares	55,151,044		55,007,054		55,089,878		55,067,467
Diluted shares	55,570,844		55,110,433		55,383,515		55,152,976

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
Share-based compensation expense			—	—		7,611			—			7,611
Issuance of unrestricted stock awards			763	—		121			—			121

Vesting of restricted stock units and performance-based restricted stock units			19,232	—		—			—			—
Common shares withheld for taxes			(8,276)	—		(1,248)			—			(1,248)


Net income			—	—		—			36,505			36,505
Balance, November 1, 2025			55,158,204	$	550	$	173,964		$	1,775,722		$	1,950,236


			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
Share-based compensation expense			—	—		6,367		—		6,367
Issuance of unrestricted stock awards			1,767	—		168		—		168

Vesting of restricted stock units and performance-based restricted stock units			3,930	—		—		—		—
Common shares withheld for taxes			(1,358)	—		(111)		—		(111)

Net income			—	—		—		1,687		1,687
Balance, November 2, 2024			55,010,438	$	549	$	147,453	$	1,467,850	$	1,615,852

See accompanying notes to consolidated financial statements.

FIVE BELOW, INC.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	Thirty-Nine Weeks Ended
	November 1, 2025		November 2, 2024
Operating activities:
Net income	$	120,415	$	66,154
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	143,131		121,933





Share-based compensation expense	26,172		11,303
Deferred income tax (benefit) expense	(5,608)		1,410
Other non-cash expenses	946		861

Changes in operating assets and liabilities:
Inventories	(452,763)		(233,205)

Prepaid income taxes and tax receivable	(7,878)		(15,514)
Prepaid expenses and other assets	45,564		(6,889)
Accounts payable	256,202		96,900
Income taxes payable	(51,916)		(41,772)
Accrued salaries and wages	37,840		(1,270)

Operating leases	(4,697)		45,914
Other accrued expenses	38,125		21,288
Net cash provided by operating activities	145,533		67,113
Investing activities:
Purchases of investment securities and other investments	(246,311)		(4,508)
Sales, maturities, and redemptions of investment securities	258,608		245,696
Capital expenditures	(133,960)		(271,855)
Net cash used in investing activities	(121,663)		(30,667)
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	(5,083)		(6,868)




Net cash used in financing activities	(4,605)		(46,493)
Net increase (decrease) in cash and cash equivalents	19,265		(10,047)
Cash and cash equivalents at beginning of period	331,718		179,749
Cash and cash equivalents at end of period	$	350,983	$	169,702

Supplemental disclosures of cash flow information:
Non-cash investing activities
Increase (Decrease) in accrued purchases of property and equipment	$	493	$	(23,715)

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 November 1, 2025, operated in 44 states, excluding Alaska, Hawaii, Idaho, Montana, Oregon, and Washington. As of November 1, 2025 and November 2, 2024, the Company operated 1,907 stores and 1,749 stores, respectively, each operating under the name “Five Below.”

The Company 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 November 1, 2025 and November 2, 2024 refer to the thirteen weeks ended as of those dates. The year-to-date periods ended November 1, 2025 and November 2, 2024 refer to the thirty-nine weeks ended as of those dates.

(c)Basis of Presentation

The consolidated balance sheets as of November 1, 2025 and November 2, 2024, the consolidated statements of operations for the thirteen and thirty-nine weeks ended November 1, 2025 and November 2, 2024, the consolidated statements of shareholders’ equity for the thirteen and thirty-nine weeks ended November 1, 2025 and November 2, 2024 and the consolidated statements of cash flows for the thirty-nine weeks ended November 1, 2025 and November 2, 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 November 1, 2025 and November 2, 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 thirty-nine weeks ended November 1, 2025 and November 2, 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.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software. This new guidance amends certain aspects of the accounting for and disclosure of costs incurred to develop internal use software by removing references to project stages of a software development project, which better aligns with current software development methods. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements.

(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, and the incremental borrowing rate utilized in operating lease liabilities.

(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, and borrowings, if any, under a line of credit. 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 November 1, 2025, February 1, 2025 and November 2, 2024, the Company had cash equivalents of $317.0 million, $310.4 million and $150.3 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 November 1, 2025, February 1, 2025 and November 2, 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 November 1, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Short-term:
Corporate bonds	$	173,515	$	—	$	63	$	173,452


Total	$	173,515	$	—	$	63	$	173,452

Long-term:
Corporate bonds	$	11,261	$	—	$	24	$	11,237


Total	$	11,261	$	—	$	24	$	11,237


	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 November 2, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Short-term:
Corporate bonds	$	46,941	$	—	$	2	$	46,939


Total	$	46,941	$	—	$	2	$	46,939

Short-term investment securities as of November 1, 2025, February 1, 2025 and November 2, 2024 all mature in one year or less. Long-term investment securities as of November 1, 2025 all mature after one year but less than two years.

(g)Prepaid Expenses and Other Current Assets

Prepaid expenses as of November 1, 2025, February 1, 2025 and November 2, 2024 were $38.2 million, $37.7 million, and $42.0 million, respectively. Other current assets as of November 1, 2025, February 1, 2025 and November 2, 2024 were $72.6 million, $120.7 million, and $115.4 million, respectively.

SEC Form 10-Q filed by Five Below Inc.