five-20260801

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 1, 2026

☐ 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 September 2, 2026 was 55,054,035.


INDEX

PART I - FINANCIAL INFORMATION		Page
Item 1.	Consolidated Financial Statements (unaudited)	4
	Unaudited Consolidated Balance Sheets as of August 1 , 2026, January 31, 2026, and August 2 , 2025	4
	Unaudited Consolidated Statements of Operations for the Thirteen and Twenty-Six Weeks Ended August 1 , 2026 and August 2 , 2025	5
	Unaudited Consolidated Statements of Shareholders' Equity for the Thirtee n a nd Twenty-Six W eeks Ended August 1 , 2026 and August 2 , 2025	6
	Unaudited Consolidated Statements of Cash Flows for the T we nty-Six Weeks Ended August 1 , 2026 and August 2 , 2025	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)


	August 1, 2026		January 31, 2026		August 2, 2025
Assets
Current assets:
Cash and cash equivalents	$	561,083	$	723,699	$	562,746
Short-term investment securities	626,821		208,508		107,418
Inventories	941,162		846,609		799,602
Prepaid income taxes and tax receivable	5,574		5,210		4,657

Prepaid expenses and other current assets	100,712		132,697		110,495
Total current assets	2,235,352		1,916,723		1,584,918
Property and equipment, net of accumulated depreciation and amortization of $1,022,427, $921,027, and $841,073, respectively.	1,250,477		1,234,331		1,253,808
Operating lease assets	1,766,069		1,765,704		1,746,255


Other assets	25,928		20,261		21,557
	$	5,277,826	$	4,937,019	$	4,606,538

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

Accounts payable	436,734		368,381		371,801
Income taxes payable	1,388		56,644		—
Accrued salaries and wages	44,341		67,505		36,532
Other accrued expenses	215,896		160,328		204,926
Operating lease liabilities	307,637		301,148		311,365

Total current liabilities	1,005,996		954,006		924,624

Other long-term liabilities	11,318		8,667		10,288
Long-term operating lease liabilities	1,731,001		1,731,041		1,707,261
Deferred income taxes	53,388		50,015		57,118
Total liabilities	2,801,703		2,743,729		2,699,291
Commitments and contingencies (note 6)
Shareholders’ equity:
Common stock, $0.01 par value. Authorized 120,000,000 shares; issued and outstanding 55,055,117, 55,228,735, and 55,146,485 shares, respectively.	550		551		550
Additional paid-in capital	117,174		178,791		167,480
Retained earnings	2,358,399		2,013,948		1,739,217
Total shareholders’ equity	2,476,123		2,193,290		1,907,247
	$	5,277,826	$	4,937,019	$	4,606,538

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 1, 2026		August 2, 2025		August 1, 2026		August 2, 2025
Net sales	$	1,261,493	$	1,026,847	$	2,547,095	$	1,997,374
Cost of goods sold (exclusive of items shown separately below)	649,070		684,478		1,456,030		1,331,092

Selling, general and administrative expenses	285,870		242,314		559,146		468,816
Depreciation and amortization	51,203		47,690		102,326		94,254
Operating income	275,350		52,365		429,593		103,212
Interest income and other income, net	15,418		5,540		23,673		11,187


Income before income taxes	290,768		57,905		453,266		114,399
Income tax expense	69,373		15,143		108,815		30,489
Net income	$	221,395	$	42,762	$	344,451	$	83,910





Basic income per common share	$	4.02	$	0.78	$	6.24	$	1.52
Diluted income per common share	$	3.99	$	0.77	$	6.20	$	1.52

Weighted average shares outstanding:
Basic shares	55,130,589		55,072,140		55,196,391		55,059,126
Diluted shares	55,474,573		55,389,479		55,540,532		55,289,719

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, January 31, 2026			55,228,735	$	551	$	178,791		$	2,013,948		$	2,193,290

Share-based compensation expense			—	—		5,007			—			5,007
Issuance of unrestricted stock awards			422	—		98			—			98

Vesting of restricted stock units and performance-based restricted stock units			107,087	1		—			—			1
Common shares withheld for taxes			(39,683)	—		(8,981)			—			(8,981)



Net income			—	—		—			123,056			123,056
Balance, May 2, 2026			55,296,561	$	552	$	174,915		$	2,137,004		$	2,312,471


Share-based compensation expense			—	—		9,792			—			9,792
Issuance of unrestricted stock awards			377	—		82			—			82

Vesting of restricted stock units and performance-based restricted stock units			101,729	1		—			—			1
Common shares withheld for taxes			(35,672)	—		(7,717)			—			(7,717)
Repurchase and retirement of common stock			(310,501)	(3)		(60,360)			—			(60,363)

Issuance of common stock to employees under employee stock purchase plan			2,623	—		462			—			462
Net income			—	—		—			221,395			221,395
Balance, August 1, 2026			55,055,117	$	550	$	117,174		$	2,358,399		$	2,476,123


			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

See accompanying notes to consolidated financial statements.

FIVE BELOW, INC.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	Twenty-Six Weeks Ended
	August 1, 2026		August 2, 2025
Operating activities:
Net income	$	344,451	$	83,910
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	102,326		94,254





Share-based compensation expense	15,029		18,419
Deferred income tax expense (benefit)	3,373		(2,773)
Other non-cash expenses	4,768		754

Changes in operating assets and liabilities:
Inventories	(94,553)		(140,102)

Prepaid income taxes and tax receivable	(364)		(8)
Prepaid expenses and other assets	26,246		46,240
Accounts payable	63,694		110,636
Income taxes payable	(55,256)		(51,998)
Accrued salaries and wages	(23,164)		16,789

Operating leases	6,084		(2,654)
Other accrued expenses	50,076		52,191
Net cash provided by operating activities	442,710		225,658
Investing activities:
Purchases of investment securities and other investments	(540,207)		(95,648)
Sales, maturities, and redemptions of investment securities	121,895		185,303
Capital expenditures	(110,417)		(80,928)
Net cash (used in) provided by investing activities	(528,729)		8,727
Financing activities:







Net proceeds from issuance of common stock	462		477
Repurchase and retirement of common stock	(60,363)		—
Proceeds from exercise of options to purchase common stock and vesting of restricted and performance-based restricted stock units	2		1
Common shares withheld for taxes	(16,698)		(3,835)




Net cash used in financing activities	(76,597)		(3,357)
Net (decrease) increase in cash and cash equivalents	(162,616)		231,028
Cash and cash equivalents at beginning of period	723,699		331,718
Cash and cash equivalents at end of period	$	561,083	$	562,746

Supplemental disclosures of cash flow information:
Non-cash investing activities
Increase in accrued purchases of property and equipment	$	12,753	$	6,088

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 leading growth retailer offering trend-right, extreme value, high-quality products loved by the kid and the kid in all of us. 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 is incorporated in the Commonwealth of Pennsylvania and, as of August 1, 2026, operated in 46 states, excluding Alaska, Hawaii, Idaho, and Montana. As of August 1, 2026 and August 2, 2025, the Company operated 2,022 stores and 1,858 stores, respectively, each operating under the name “Five Below.”

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 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.

The Company's consolidated financial statements include the accounts of Five Below, Inc. and its subsidiaries (1616 Holdings, Inc., formerly known as Five Below Merchandising, Inc., 1616 Sourcing Holdco LLC, 1616 Holdings India Private Limited, and Five Below Puerto Rico, LLC). All intercompany transactions and accounts are eliminated in the consolidation of the Company's and subsidiaries' financial statements.

(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 2026" or "fiscal 2026" refer to the period from February 1, 2026 to January 30, 2027, which is a 52-week fiscal year. 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. The fiscal quarters ended August 1, 2026 and August 2, 2025 refer to the thirteen weeks ended as of those dates. The year-to-date periods ended August 1, 2026 and August 2, 2025 refer to the twenty-six weeks ended as of those dates.

(c)Basis of Presentation

The consolidated balance sheets as of August 1, 2026 and August 2, 2025, the consolidated statements of operations for the thirteen and twenty-six weeks ended August 1, 2026 and August 2, 2025, the consolidated statements of shareholders’ equity for the thirteen and twenty-six weeks ended August 1, 2026 and August 2, 2025 and the consolidated statements of cash flows for the twenty-six weeks ended August 1, 2026 and August 2, 2025 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 1, 2026 and August 2, 2025. The balance sheet as of January 31, 2026, presented herein, has been derived from the audited balance sheet included in the Company's Annual Report on Form 10-K for fiscal 2025 as filed with the Securities and Exchange Commission on March 19, 2026 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 January 31, 2026 and footnotes thereto included in the Annual Report. The consolidated results of operations for the thirteen and twenty-six weeks ended August 1, 2026 and August 2, 2025 are not necessarily indicative of the consolidated operating results for the year ending January 30, 2027 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 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 amendment is 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)IEEPA Tariff Refunds

In February 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were unlawful. Subsequently, in March 2026, the U.S. Court of International Trade issued an order directing U.S. Customs and Border Protection ("CBP") to establish a process through which importers could submit claims for refunds of previously paid IEEPA tariffs. On April 20, 2026, CBP launched a formal IEEPA refund claims process, through which the Company submitted its refund claims.

During the thirteen and twenty-six weeks ended August 1, 2026, the Company recognized a pre-tax benefit of $169.5 million related to IEEPA tariff refunds received, consisting of a $163.6 million reduction to cost of goods sold related to inventory sold prior to August 1, 2026 and $5.9 million of interest recognized as an increase to interest income and other income, net. The Company does not expect the remaining refunds of IEEPA tariffs to be material.

(g)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 August 1, 2026, January 31, 2026 and August 2, 2025, the Company had cash equivalents of $529.8 million, $700.4 million and $528.7 million, respectively. The Company’s cash equivalents typically consist of cash management solutions, credit and debit card receivables, AAA-rated money market funds, and investment grade corporate securities with original maturities of 90 days or less. Fair value for cash equivalents was determined based on Level 1 inputs.

As of August 1, 2026, January 31, 2026 and August 2, 2025, the Company's investment securities, which primarily consist of investment grade corporate 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 1, 2026
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Short-term:
Corporate bonds	$	626,821	$	4	$	826	$	625,999


Total	$	626,821	$	4	$	826	$	625,999


	As of January 31, 2026
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Short-term:
Corporate bonds	$	208,508	$	—	$	64	$	208,444


Total	$	208,508	$	—	$	64	$	208,444


	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

Short-term investment securities as of August 1, 2026, January 31, 2026 and August 2, 2025 all mature in one year or less.

(h)Prepaid Expenses and Other Current Assets

Prepaid expenses as of August 1, 2026, January 31, 2026 and August 2, 2025 were $50.3 million, $36.1 million, and $46.8 million, respectively. Other current assets as of August 1, 2026, January 31, 2026 and August 2, 2025 were $50.4 million, $96.6 million, and $63.7 million, respectively.

(i)Other Accrued Expenses

Other accrued expenses include accrued capital expenditures of $24.1 million, $16.0 million, and $31.0 million as of August 1, 2026, January 31, 2026 and August 2, 2025, respectively.

(j)Deferred Compensation

The Company approved and adopted the Five Below, Inc. Nonqualified Deferred Compensation Plan (the "Deferred Comp Plan") and a related, irrevocable grantor trust (the "Trust") during fiscal 2021. The Deferred Comp Plan 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.

(k)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. The amount of obligations outstanding under the supply chain finance program was $18.8 million, $6.2 million, and $6.9 million as of August 1, 2026, January 31, 2026 and August 2, 2025, respectively.

(2)Revenue from Contracts with Customers

Revenue Recognition

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. 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 1, 2026				August 2, 2025
	Amount		Percentage of Net Sales		Amount		Percentage of Net Sales
Leisure	$	644,235	51.1	%	$	470,463	45.8	%
Fashion and home	337,696		26.8	%	309,295		30.1	%
Snack and seasonal	279,562		22.1	%	247,089		24.1	%

Total	$	1,261,493	100.0	%	$	1,026,847