FIVE BELOW, INCFIVE
FIVE BELOW, INC Stock Compensation Disclosure
Share-Based Compensation
Equity Incentive Plan
Pursuant to the Company's 2022 Equity Incentive Plan (the “Plan”), the Company’s Board of Directors may grant stock options, restricted shares and restricted stock units to officers, directors, key crew and professional service providers. The Plan allows for the issuance of up to a total of 4.3 million shares under the Plan. As of January 31, 2026, approximately 2.9 million stock options, restricted shares, or restricted stock units were available for grant.Common Stock Options
All stock options have a term not greater than ten years. Stock options vest and become exercisable in whole or in part, in accordance with vesting conditions set by the Company’s Board of Directors. Options granted to date generally vest over four years from the date of grant.
Stock option activity under the Plan was as follows:
| Options outstanding | Weighted average exercise price | Weighted average remaining contractual term | |||||||||||||||
| Balance as of January 28, 2023 | 18,026 | $ | 34.92 | 1.8 | |||||||||||||
| Forfeited | (100) | 41.67 | |||||||||||||||
| Exercised | (7,800) | 36.70 | |||||||||||||||
| Balance as of February 3, 2024 | 10,126 | 33.48 | 1.6 | ||||||||||||||
| Exercised | (10,126) | 33.48 | |||||||||||||||
| Balance as of February 1, 2025 | — | — | — | ||||||||||||||
| Balance as of January 31, 2026 | — | — | — | ||||||||||||||
| Exercisable as of January 31, 2026 | — | $ | — | — | |||||||||||||
The fair value of each option award granted to crew, including outside directors, is estimated on the date of grant using the Black-Scholes option-pricing model. The Company did not grant any stock options in fiscal 2025, fiscal 2024 and fiscal 2023.
The Company uses the simplified method to estimate the expected term of the option. The expected volatility incorporates historical and implied volatility of similar entities whose share prices are publicly available. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
The total intrinsic value of stock options exercised during fiscal 2024 and fiscal 2023 was $0.6 million and $1.1 million, respectively. There were no stock options outstanding and exercisable as of January 31, 2026. In fiscal 2024 and fiscal 2023, the Company received cash from the exercise of options of $0.3 million and $0.3 million, respectively. Upon option exercise, the Company issued new shares of common stock.
Restricted Stock Units and Performance-Based Restricted Stock Units
All restricted stock units ("RSU") and performance-based restricted stock units ("PSU") vest in accordance with vesting conditions set by the compensation committee of the Company’s Board of Directors. RSUs granted to date generally have vesting periods ranging from less than one year to five years from the date of grant and the fair value of RSUs is the market price of the underlying common stock on the date of grant. PSUs granted to date generally have vesting periods ranging from less than one year to five years from the date of grant.
PSUs that have a performance condition are subject to satisfaction of the applicable performance goals established for the respective grant. The fair value of these PSUs is the market price of the underlying common stock on the date of grant. Compensation is recognized over the vesting period and the Company periodically assesses the probability of achievement of the performance criteria and adjusts the amount of compensation expense accordingly.
PSUs that have a market condition based on the Company's total shareholder return relative to a pre-defined peer group are subject to multi-year performance objectives with vesting periods of approximately three years from the date of grant (if the applicable performance objectives are achieved). The fair value of these PSUs is determined using a Monte Carlo simulation model, which utilizes multiple input variables such as (i) total shareholder return from the beginning of the performance cycle through the performance measurement date(s); (ii) volatility; (iii) risk-free interest rates; and (iv) the correlation of the pre-defined peer group's total shareholder return.
RSU and PSU activity under the Plan was as follows:
| Restricted Stock Units | Performance-Based Restricted Stock Units | ||||||||||||||||||||||
| Number | Weighted-Average Grant Date Fair Value | Number | Weighted-Average Grant Date Fair Value | ||||||||||||||||||||
| Non-vested balance as of January 28, 2023 | 226,389 | $ | 142.20 | 458,062 | $ | 163.56 | |||||||||||||||||
| Granted | 70,858 | 198.09 | 129,442 | 244.95 | |||||||||||||||||||
| Vested | (78,268) | 135.48 | (157,192) | 151.73 | |||||||||||||||||||
| Forfeited | (22,670) | 152.87 | (130,918) | 161.02 | |||||||||||||||||||
| Non-vested balance as of February 3, 2024 | 196,309 | 163.82 | 299,394 | 206.07 | |||||||||||||||||||
| Granted | 443,967 | 93.26 | 214,080 | 147.04 | |||||||||||||||||||
| Vested | (79,687) | 144.11 | (29,075) | 195.43 | |||||||||||||||||||
| Forfeited | (97,810) | 139.81 | (300,535) | 191.96 | |||||||||||||||||||
| Non-vested balance as of February 1, 2025 | 462,779 | 104.60 | 183,864 | 178.44 | |||||||||||||||||||
| Granted | 228,713 | 84.49 | 211,300 | 162.07 | |||||||||||||||||||
| Vested | (231,050) | 99.17 | (23,545) | 75.49 | |||||||||||||||||||
| Forfeited | (60,239) | 91.17 | (60,217) | 154.17 | |||||||||||||||||||
| Non-vested balance as of January 31, 2026 | 400,203 | $ | 98.27 | 311,402 | $ | 179.81 | |||||||||||||||||
In connection with the vesting of RSUs and PSUs during fiscal 2025, the Company withheld 65,085 shares with an aggregate value of $9.2 million in satisfaction of minimum tax withholding obligations due upon vesting. In connection with the vesting of RSUs during fiscal 2024, the Company withheld 37,047 shares with an aggregate value of $6.9 million in satisfaction of minimum tax withholding obligations due upon vesting. In connection with the vesting of RSUs during fiscal 2023, the Company withheld 85,594 shares with an aggregate value of $16.6 million in satisfaction of minimum tax withholding obligations due upon vesting.
As of January 31, 2026, there was $35.3 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements (including RSUs and PSUs) granted under the Plan. The cost is expected to be recognized over a weighted average vesting period of 2.0 years.
Share Repurchase Program
On November 27, 2023, the Company's Board of Directors approved a new share repurchase program for up to $100 million of the Company's common stock through November 27, 2026. In fiscal 2024, the Company repurchased 266,997 shares at an aggregate cost of approximately $40.0 million, or an average price of $149.79 per share. There were no repurchases in fiscal 2025. There can be no assurances that any additional repurchases will be completed, or as to the timing or amount of any repurchases. The share repurchase program may be modified or discontinued at any time.
Since approval of the share repurchase program in March 2018, the Company has purchased approximately 1.9 million shares for an aggregate cost of approximately $270 million.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Mar 19, 2026 | Showing above |
| 2024 | Mar 21, 2024 | |
| 2023 | Mar 16, 2023 | |
| 2022 | Mar 30, 2022 | |
| 2021 | Mar 18, 2021 | |
| 2020 | Mar 19, 2020 | |
| 2019 | Mar 28, 2019 | |
| 2018 | Mar 22, 2018 | |
| 2017 | Mar 23, 2017 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.