0001177609false00011776092025-06-042025-06-04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2025
FIVE BELOW, INC.
(Exact Name of Registrant as Specified in Charter)
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| Pennsylvania | 001-35600 | | 75-3000378 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | | (IRS Employer Identification No.) |
701 Market Street
Suite 300
Philadelphia, PA 19106
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 546-7909
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ¨
Item 2.02 Results of Operations and Financial Condition.
On June 4, 2025, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the first quarter ended May 3, 2025 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on June 4, 2025 to discuss the financial results.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer Transition
On June 4, 2025, the Company and Kristy Chipman, its Chief Financial Officer and Treasurer, entered into a letter agreement providing for the cessation of Ms. Chipman’s employment by the Company in all capacities, effective as of June 6, 2025 (the “Cessation Agreement”). The cessation of Ms. Chipman’s employment is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
The Cessation Agreement provides that Ms. Chipman will remain available for 90 days after her employment ceases to advise the Company’s senior management on matters relating to the transition of her duties. The Cessation Agreement also provides that, in exchange for her execution of a general release of claims, Ms. Chipman (i) will receive two lump sum payments totaling $364,212 (representing six months of her base salary and the cost of six months of COBRA continuation coverage), (ii) will not be eligible to receive an annual bonus in respect of fiscal 2025, (iii) will forfeit all other cash incentive opportunities and equity incentive awards held by her (including the special cash and equity retention awards granted to her on July 30, 2024 and August 1, 2024, respectively), and (iv) will not be eligible to receive other severance payments or benefits in connection with the cessation of her employment. Finally, the Cessation Agreement includes a reaffirmation by Ms. Chipman of her obligations under the Restrictive Covenant Agreement she previously entered into with the Company.
On June 4, 2025, the Board appointed Mr. Kenneth R. Bull, the Chief Operating Officer of the Company, to also serve as the Company’s Chief Financial Officer and Treasurer on an interim basis, effective as of the cessation of Ms. Chipman’s service on June 6, 2025, while the Company conducts a search for Ms. Chipman’s permanent replacement. Biographical and other information about Mr. Bull is included in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 2, 2025.
Mr. Bull does not have any family relationships with any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Bull and any other persons pursuant to which Mr. Bull was selected to his interim position. Neither Mr. Bull nor any related person of Mr. Bull has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
The foregoing description of the Cessation Agreement is not complete and is subject to, and qualified in its entirety by, the terms of the Cessation Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Vellios Consulting Agreement
As previously disclosed, Thomas Vellios, the Company’s co-founder and the Executive Chairman of its Board of Directors (the “Board”), is not standing for reelection at the upcoming 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) and will cease employment with the Company on June 12, 2025, the date of the 2025 Annual Meeting. However, the Company desires to retain the benefit of Mr. Vellios’ knowledge and experience for an additional period. Accordingly, on June 4, 2025, the Company entered into a Consulting Agreement with Mr. Vellios whereby he will be available to provide advice to the Company’s CEO and the Chairman of its Board after his Board service and employment end on June 12, 2025 (the “Consulting Agreement”). Unless the arrangement is sooner terminated by either party, Mr. Vellios will perform these consulting services until December 31, 2025.
The Company had previously agreed to reimburse Mr. Vellios for private travel expenses incurred by him in the performance of his duties as Executive Chairman during the first two quarters of fiscal 2025, and for taxes arising from such reimbursement, up to a maximum of $500,000 (the “Travel Allowance”). The Consulting Agreement provides that the unused portion of the Travel Allowance will remain available to Mr. Vellios to reimburse private travel expenses incurred by him in the performance of his services under the Consulting Agreement (and taxes arising from such reimbursements, if any). The Consulting Agreement further provides for the Company to reimburse Mr. Vellios for certain health insurance premiums previously incurred by him and his wife and incurred during the term of the Consulting Agreement.
Mr. Vellios’ service under the Consulting Agreement will count toward the vesting of restricted stock units presently held by him. The Consulting Agreement provides that if the Company terminates Mr. Vellios’ consulting services without Cause (as defined in the Company’s equity incentive plan) prior to December 16, 2025 and Mr. Vellios then executes a release of claims, he will be deemed to remain in service with the Company until December 16, 2025 for purposes of the vesting of his restricted stock units.
The foregoing description of the Consulting Agreement is not complete and is subject to, and qualified in its entirety by, the terms of the Consulting Agreement, which is filed herewith as Exhibit 10.2 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The Press Release announced Ms. Chipman’s cessation of service and Mr. Bull’s appointment as interim Chief Financial Officer and Treasurer. The Press Release is being furnished, not filed, under Items 2.02 and 7.01 of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
| 10.1 | | |
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| 10.2 | | |
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| 99.1 | | |
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| 104* | | Coverage Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | | | Five Below, Inc. |
| Date: June 4, 2025 | | | | By: | | /s/ Ronald J. Masciantonio |
| | | | | | Name: | | Ronald J. Masciantonio |
| | | | | | Title: | | Executive Vice President and General Counsel |
June 4, 2025
Ms. Kristy Chipman
c/o Five Below, Inc.
701 Market Street, Suite 300
Philadelphia, PA 19106
Dear Kristy:
Thank you for your devoted service to Five Below, Inc. (the “Company”). This letter agreement is intended to memorialize our discussions regarding the cessation of your employment with the Company.
You will remain in your current role until June 6, 2025 (the “Cessation Date”), which will be the last date of your employment with the Company. From the date hereof through the Cessation Date, you agree to devote your reasonable best efforts and full business time to the performance of your duties for the Company, including, but not limited to, making good faith efforts to prepare the Company for an orderly transition of your duties to other Company personnel. By signing this letter agreement, you hereby resign all offices, titles and positions with the Company, its affiliates and with the Five Below Foundation as of the Cessation Date and agree to execute such further documents as the Company may reasonably request to confirm such resignation.
Between now and the Cessation Date, you will continue to be paid your base salary in installments in accordance with the Company’s regular payroll practices. Provided that you execute the release of claims attached to this letter agreement following the Cessation Date and such release of claims becomes irrevocable no later than 29 days following the Cessation Date, you will receive the following: (a) a lump sum payment of $350,000, less withholding taxes, and (b) a lump sum payment of $14,212, less withholding taxes, intended to offset your cost of obtaining six months of COBRA continuation coverage under the Company’s group health plan. These lump sum payments will both be made to you on the first regularly scheduled payroll date that occurs more than 30 days after the above-described release becomes irrevocable.
In consideration for these payments, you agree to make yourself reasonably available for 90 days following the Cessation Date, at mutually agreeable times and via video conference and/or phone, to advise the Company’s senior management regarding the transition of your duties. You also agree that, both before and at any time after the Cessation Date, you will cooperate fully with the Company and its counsel with respect to any matter (including, without limitation, litigation, investigations, or governmental proceedings) relating to your tenure with the Company upon reasonable notice by the Company. The Company will exercise commercially reasonable efforts to schedule and limit its need for your assistance as described in this paragraph following the Cessation Date, so as not to interfere with your personal and other professional commitments.
By signing this letter agreement, you agree that no other compensation or other amounts are payable in connection with the cessation of your employment. Without limiting the generality of the preceding sentence, you agree and acknowledge that (i) you will not be eligible to receive a bonus under the Company’s annual incentive program for fiscal 2025, (ii) as of the Cessation Date you will forfeit all outstanding equity incentive awards and other cash incentive opportunities (including without limitation the special cash and equity retention awards granted to you on July 30, 2024 and August 1, 2024, respectively), and (iii) the cessation of your employment with the Company will not entitle you to severance payments or benefits under the Company’s Executive Severance Plan or, except as otherwise set forth herein, under any other severance program, agreement or arrangement.
You are required to return all Company property no later than the Cessation Date. You acknowledge and agree that certain Non-Solicitation, Non-Disclosure, Non-Compete and Proprietary Information Agreement dated June 13, 2023 (the “Restrictive Covenant Agreement”) continues to apply in accordance with its terms and you hereby affirm your obligations thereunder. You also agree that you will not at any time make, publish or communicate any disparaging remarks, comments, or statements regarding the Company or its businesses, or any of its employees, officers, or directors.
However, nothing in this letter agreement, the attached release of claims or the Restrictive Covenant Agreement will (x) prohibit you from making reports (including voluntary reports) of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as amended, or Section 806 of the Sarbanes-Oxley Act of 2002, or making other disclosures protected under the whistleblower provisions of federal law or regulation, (y) require prior approval by the Company or notification to the Company of any such report or (z) prevent you from collecting a monetary award in connection with such report.
This letter agreement represents the entire agreement and understanding between the Company and you regarding the cessation of your employment with the Company and your entitlements in connection with such cessation, and supersedes and replaces any prior discussions or agreements regarding those topics.
Neither the execution of the letter agreement by any of the parties, nor the terms hereof, constitute or should be construed to constitute any admission or evidence of any wrongdoing, liability or violation of any federal, state or local law or the common law on the part of any of the parties. The letter agreement will be governed by the laws of the Commonwealth of Pennsylvania, without regard for choice of law provisions.
This letter agreement and the release of claims attached hereto are executed voluntarily, without any duress or undue influence.
Please countersign below to indicate that you agree to the terms of this letter agreement. I wish you much luck and success in your future endeavors.
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| | | Sincerely, |
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| | | /s/ Molly Gellerman |
| | | Molly Gellerman |
| | | Chief Human Resources Officer |
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| Acknowledged and agreed by: | |
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| /s/ Kristy Chipman | |
| Kristy Chipman | |
| Date: June 4, 2025 | |
RELEASE OF CLAIMS
IN CONSIDERATION of the payments, benefits, terms and conditions set forth in the letter agreement entered into by and between Five Below, Inc., a Pennsylvania corporation (the “Company”) and Kristy Chipman (“Executive”) dated as of June 4, 2025, (the “Agreement”), and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Executive, on behalf of Executive and Executive’s heirs, executors, administrators, and assigns, hereby releases and discharges the Company and each of its past, present and future subsidiaries, divisions, affiliates and parents, and each of their respective current and former officers, directors, employees, agents, shareholders, employee benefit plans (and the administrator(s) and fiduciaries of such plans), attorneys, and/or owners, and their respective successors and assigns, and any other person or entity claimed to be jointly or severally liable with the Company or any of the aforementioned persons or entities (collectively, the “Released Parties”) from any and all manner of actions and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges, claims, attorney’s fees, costs, expenses, and demands whatsoever (“Claims”) which Executive and Executive’s heirs, executors, administrators, and assigns have, had, or may hereafter have against the Released Parties or any of them arising out of or by reason of any cause, matter, or thing whatsoever from the beginning of the world to the date hereof (the “Release”). The Claims covered by this Release include, but are not limited to, all Claims relating to or arising out of Executive’s employment by the Company and the cessation thereof. The Claims covered by this Release also include, but are not limited to any and all Claims arising under any employment-related federal, state, or local statute, rule, or regulation, any federal, state or local anti-discrimination law, or any principle of tort, contract law or common law, including but not limited to, 29 U.S.C. §§ 2601 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000 et seq., the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”), the Older Workers Benefit Protection Act, the Equal Pay Act of 1963, as amended, § 29 U.S.C. 206(d); the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq., 42 U.S.C. § 1981, the Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§2101 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq., the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. §§ 200ff et seq., the Pennsylvania Human Relations Act, the Pennsylvania Wage Payment Collection Law, and any other federal, state, or local statute; provided, however, that Executive does not release or discharge the Released Parties from any of the obligations of the Company to Executive under or pursuant to (i) the Company’s employee welfare benefit plans and employee benefit pension plans (other than severance benefit plans) applicable to Executive, subject to the terms and conditions of those plans, or (ii) claims for indemnification under the by-laws or policies of insurance of the Company. It is understood that nothing in this Release is to be construed as an admission on behalf of the Released Parties of any wrongdoing with respect to Executive, any such wrongdoing being expressly denied.
If a Claim is not subject to release, to the extent permitted by law, Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceedings based on such a claim in which a Released Party is a party.
Executive represents and warrants that Executive fully understands the terms of this Release, that Executive has been and hereby is encouraged to seek, and has sought, the benefit of advice of legal counsel, and that Executive knowingly and voluntarily, of Executive’s own free will, without any duress, being fully informed, and after due deliberation, accepts its terms and signs below as Executive’s own free act. Except as otherwise provided herein, Executive understands that, as a result of executing this Release, Executive will not have the right to assert that the Company or any other of the Released Parties unlawfully terminated Executive’s employment or violated any of Executive’s rights in connection with Executive’s employment or otherwise.
Executive further represents and warrants that, other than claims, charges, reports or disclosures protected under the whistleblower provisions of federal law or regulation (which are not covered by the remainder of this sentence), Executive has not filed, and will not file or initiate, or cause to be filed or initiated on Executive’s behalf, any lawsuit against any of the Released Parties before any federal, state, or local agency, court, or other body asserting any Claims barred or released in this Release, and will not voluntarily participate in such a proceeding. If Executive breaches this promise, and the action is found to be barred in whole or in part by this Release, Executive agrees to pay the attorneys’ fees and costs, or the proportions thereof, incurred by the applicable Released Party in defending against those Claims that are found to be barred by this Release. Notwithstanding the foregoing, nothing in this Release shall preclude or prevent Executive from filing a lawsuit which challenges the validity of this Release. Nothing in this Release shall preclude or prevent Executive from filing a charge with the United States Equal Employment Opportunity Commission, Securities Exchange Commission, Occupational Health & Safety Administration or a similar state or local agency or pursuant to an applicable whistleblower statute. For the avoidance of doubt, notwithstanding anything to the contrary herein, nothing in this Release shall (i) be construed to require Executive to make a representation or disclosure regarding any past reports (including voluntary reports) that Executive may have made that are protected under the whistleblower provisions of federal law or regulation or (ii) (x) prohibit Executive from making reports (including voluntary reports) of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as amended, or Section 806 of the Sarbanes-Oxley Act of 2002, or making other disclosures protected under the whistleblower provisions of federal law or regulation, (y) require prior approval by the Company or notification to the Company of any such report or (z) prevent Executive from collecting a monetary award in connection with such report.
Executive may take twenty-one (21) days to consider whether to execute this Release and deliver it to the Company. Upon Executive’s execution of the Release, Executive will have seven days during which Executive may revoke such execution. In order for a revocation of the Release to be effective, written notice of such revocation must be received by Ron Masciantonio at 701 Market Street, Suite 300, Philadelphia, PA 19106 within the aforementioned seven (7) day period. If seven (7) days pass without receipt of such notice of revocation, this Release shall become irrevocable.
Executive understands that the severance payments and benefits provided under the Agreement are conditioned on this Release becoming irrevocable by the date specified in the Agreement.
IN WITNESS WHEREOF, Executive has executed this Release on the date indicated below, which may be no earlier than June 7, 2024.
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| | EXECUTIVE | |
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| | Kristy Chipman | |
| | Date: June __, 2025 | |
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (together with the attached Business Terms Exhibit, the “Agreement”), is made as of June 12, 2025 (the “Effective Date”) by and between FIVE BELOW, INC., a Pennsylvania corporation (“Company”), and THOMAS G. VELLIOS, an individual (“Consultant”). Company desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide services to Company, all as provided in this Agreement.
1.Services and Consideration. Company retains Consultant, and Consultant agrees to provide, the consulting services described in the attached Business Terms Exhibit (the “Consulting Services”). The consideration for the Consulting Services is also described in the Business Terms Exhibit.
2.Third Party Obligations. Consultant represents and warrants to Company that the terms of this Agreement and Consultant’s performance of Consulting Services do not and will not conflict with any of Consultant’s obligations to any third parties. Consultant agrees not to use any trade secrets or other confidential information of any other person, firm, corporation, institution or other third party in connection with his performance of the Consulting Services.
3.Proprietary Information.
(a)Consultant agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall remain the exclusive property of Company. By way of illustration, but not limitation, Proprietary Information may include (i) documents which are prepared by Consultant, including all correspondence, memoranda, notes, summaries, analyses, studies, models, extracts of and documents and records reflecting, based on or derived from Proprietary Information as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices; and (ii) inventions, products, processes, methods, techniques, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of Company. Proprietary Information will not include information which is or becomes generally available to the public other than as a result of a disclosure by Consultant.
(b)Both during the Term (as defined in Section 4) and thereafter, Consultant agrees to (i) hold in confidence all Proprietary Information, and not disclose Proprietary Information without the prior written consent of Company; (ii) use Proprietary Information solely in connection with the performance of the Consulting Services; (iii) reproduce Proprietary Information solely to the extent necessary to provide the Consulting Services, with all such reproductions being considered Proprietary Information; and (iv) notify Company of any unauthorized disclosure of Proprietary Information promptly upon becoming aware of such disclosure. If Consultant is required by a governmental authority or by order of a court of competent jurisdiction to disclose any Proprietary Information, Consultant will give Company prompt written notice thereof and cooperate with Company in any efforts by it to seek a protective order to avoid or minimize such disclosure.
(c)Consultant agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by Consultant or others, which have or shall come into my custody or possession, shall be and remain the exclusive property of Company to be used by Consultant only in the performance of the Consulting Services.
(d)Consultant agrees that his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above also extends to such types of information, materials and tangible property of suppliers to Company or other third parties who may have disclosed or entrusted the same to Company or to Consultant.
(e)Consultant has been notified that federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, Consultant has been notified that federal law provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret under either of the following conditions: (i) where the disclosure is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Consultant also understands that federal law provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.
(f)Notwithstanding anything herein to the contrary, Consultant has been notified that nothing herein (i) prohibits him from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as amended, or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or (ii) requires prior authorization or approval by Company or notice to Company of any such report. Further, Consultant understands that nothing herein prohibits him from collecting a reward from a governmental agency or entity in connection with any such report.
4.Term and Termination.
(a)The period of the Consultant’s performance of Consulting Services under this Agreement (the “Term”) will commence on the Effective Date and end on the earlier of (i) the close of business on December 31, 2025, or (ii) the effective date of any termination conducted in accordance with the next sentence of this Section 4(a). Either party may terminate the Term at any time for any reason, upon 10 days’ prior written notice to the other.
(b)Upon expiration or termination of the Term: (i) Company will pay or reimburse any amounts then due under Section 2(a) or 2(b) of the Business Terms Exhibit; (ii) Consultant will immediately return to Company all Company materials, Proprietary Information and copies thereof in his possession, if any; and (iii) if the Term is terminated by the Company without Cause (as defined in Company’s 2022 Equity Incentive Plan) prior to December 16, 2025, and if Consultant executes a general release of claims in a form prescribed by the Company and such release becomes irrevocable within 30 days following such termination, then for purposes of the Specified RSUs (as defined in the Business Terms Exhibit), Consultant will be deemed to remain in service with Company through December 16, 2025.
(c)Both during and after the Term, Consultant agrees to cooperate fully with Company and its counsel with respect to any matter (including, without limitation, litigation, investigations, or governmental proceedings) relating to his tenure with the Company upon reasonable notice by the Company. Company will exercise its reasonable best efforts to schedule and limit its need for Consultant’s assistance pursuant to this paragraph so as not to interfere with his personal and other professional commitments.
5.Miscellaneous.
(a)Independent Contractor. The parties understand and agree that Consultant is an independent contractor and not an agent or employee of Company. Consultant has no authority to obligate Company by contract or otherwise. Consultant will not be eligible for any employee benefits of Company and expressly waives any rights to any employee benefits with respect to his service hereunder. Consultant will bear sole responsibility for paying and reporting Consultant’s own applicable federal and state income taxes, social security taxes, unemployment insurance, workers’ compensation, and health or disability insurance, retirement benefits, and other welfare or pension benefits, if any, with respect to his service hereunder and indemnifies and holds Company harmless from and against any liability with respect to such taxes, benefits and other matters.
(b)Use of Name. Consultant consents to the use by Company of Consultant’s name on its website, in press releases, company brochures, offering documents, presentations, reports or other documents in printed or electronic form, and any documents filed with or submitted to any governmental or regulatory agency or any securities exchange or listing entity; provided, that such materials or presentations accurately describe the nature of Consultant’s relationship with or contribution to Company.
(c)Entire Agreement. This Agreement contains the entire agreement of the parties with regard to its subject matter and supersedes all prior or contemporaneous written or oral representations, agreements and understandings between the parties relating to that subject matter. This Agreement may be changed only by a writing signed by Consultant and an authorized representative of Company. Notwithstanding the foregoing, nothing in this Agreement shall limit or affect Consultant’s right to be indemnified by Company or any of its affiliates pursuant to their respective corporate governance documents, contract, or applicable law, or to the benefit of any D&O insurance.
(d)Assignment and Binding Effect. The Consulting Services to be provided by Consultant are personal in nature. Consultant may not assign or transfer this Agreement or any of Consultant’s rights or obligations hereunder. In no event will Consultant assign or delegate responsibility for actual performance of the Consulting Services to any third party. Company may transfer or assign this Agreement, in whole or in part, without the prior written consent of Consultant. Any purported assignment or transfer in violation of this Section is void. This Agreement will be binding upon and inure to the benefit of the parties and their respective legal representatives, heirs, successors and permitted assigns.
(e)Notices. All notices required or permitted under this Agreement must be in writing and must be given by directing the notice to the address for the receiving party set forth in this Agreement or at such other address as the receiving party may specify in writing under this procedure. Notices to Company will be marked “Attention: Ron Masciantonio, General Counsel.” All notices must be given (i) by personal delivery, with receipt acknowledged, (ii) by prepaid certified or registered mail, return receipt requested, or (iii) by prepaid recognized next business day delivery service. Notices will be effective upon receipt or at a later date stated in the notice.
(f)Governing Law. This Agreement and any disputes relating to or arising out of this Agreement will be governed by, construed, and interpreted in accordance with the internal laws of Commonwealth of Pennsylvania, without regard to any choice of law principle that would require the application of the law of another jurisdiction. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Commonwealth of Pennsylvania and waive any defense of inconvenient forum to the maintenance of any action or proceeding in such courts.
(g)Severability; Reformation. Each provision in this Agreement is independent and severable from the others, and no provision will be rendered unenforceable because any other provision is found by a proper authority to be invalid or unenforceable in whole or in part. If any provision of this Agreement is found by such an authority to be invalid or unenforceable in whole or in part, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision and the intent of the parties, within the limits of applicable law.
(h)No Strict Construction; Headings. This Agreement has been prepared jointly and will not be strictly construed against either party. The section headings are included solely for convenience of reference and will not control or affect the meaning or interpretation of any of the provisions of this Agreement.
(i)Waivers. Any delay in enforcing a party’s rights under this Agreement, or any waiver as to a particular default or other matter, will not constitute a waiver of such party’s rights to the future enforcement of its rights under this Agreement, except with respect to an express written waiver relating to a particular matter for a particular period of time signed by Consultant and an authorized representative of the waiving party, as applicable.
(j)Remedies. Consultant agrees that (i) Company may be irreparably injured by a breach of this Agreement by Consultant; (ii) money damages would not be an adequate remedy for any such breach; (iii) as a remedy for any such breach Company will be entitled to seek equitable relief, including injunctive relief and specific performance, without being required by Consultant to post a bond; and (iv) such remedy will not be the exclusive remedy for any breach of this Agreement.
(k)Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A facsimile or portable document format (“.pdf”) copy of this Agreement, including the signature pages, will be deemed an original.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
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| FIVE BELOW, INC. | | CONSULTANT | |
| | | |
| By: /s/ Ronald J. Masciantonio | | /s/ Thomas G. Vellios | |
| Name: Ronald J. Masciantonio | | Thomas G. Vellios | |
| Title: EVP, General Counsel | | |
BUSINESS TERMS EXHIBIT
1.Consulting Services:
(a)During the Term, Consultant will support and advise Company’s Chief Executive Officer (“CEO”) and the Chairman of Company’s Board of Directors (the “Chairman”) on strategic matters and such other matters as reasonably requested by them from time to time. In addition, upon request of the Chairman, Consultant will attend meetings of the Company’s Board of Directors (or Committees thereof) as an observer.
(b)Consultant will devote such time to the performance of the Consulting Services as may be necessary to deliver the requested services, but will not otherwise be required to work specified hours. Consultant will perform the Consulting Services at locations mutually agreed between Consultant and CEO.
2. Consideration:
(a)Medical Expense Payments.
i.Within 30 days following the Effective Date, Company will pay Consultant $22,817 to offset certain health insurance premiums previously paid by him and his wife.
ii.For each calendar month beginning during the Term, Company will pay Consultant $2,250 to offset the cost of health insurance premiums payable by him and his wife. Such payment will be made to Consultant prior to the last day of the applicable month.
iii.Consultant acknowledges and agrees that, except as otherwise provided in this Section 2(a), Company has no obligation to provide him or his wife with healthcare coverage or reimbursement of health insurance premiums.
(b)Expense Reimbursements.
i.Travel. During his prior service as an officer of Company, Consultant was provided with a $500,000 allowance for work-related private travel during the first and second quarters of Company’s 2025 fiscal year and related taxes. To the extent that such allowance was not fully exhausted prior to the Effective Date, the remainder of such allowance will remain available to reimburse private travel costs incurred by Consultant in the performance of the Consulting Services during the Term (and the Company’s estimate of income taxes arising from such reimbursement, to the extent such amounts are taxable to Consultant under applicable United States law).
ii.Documentation and Payment. Requests for reimbursement under this Section 2(b) must be in a form reasonably acceptable to Company, must include adequate substantiation, must be submitted within 60 days after the applicable expense was incurred and will be paid by Company within 60 days following receipt. Reimbursements will not be subject to liquidation or exchange for another benefit.
(c)Continued Vesting of RSUs: Immediately prior to the Effective Date, Consultant held 28,563 restricted stock units granted to him by Company on August 1, 2024 and 28,571 restricted stock units granted to him by Company on December 16, 2025 (the “Specified RSUs”). Company acknowledges and agrees that the Consulting Services constitute “service with the Company” for purposes of the Specified RSUs, and that therefore the Specified RSUs will remain outstanding and continue to vest during the Term. If applicable, the Specified RSUs may also remain outstanding and continue to vest to the extent provided by Section 4(b)(iii) of the Consulting Agreement to which this Business Terms Exhibit is attached.
NEWS RELEASE
Five Below, Inc. Announces First Quarter Fiscal 2025 Financial Results
Q1 Net Sales Increase of 19.5% to $970.5 million; Comparable Sales Increase of 7.1%
Q1 GAAP Diluted EPS of $0.75, Q1 Adjusted Diluted EPS of $0.86
Increases Full Year 2025 Sales Guidance; Raises Low End of EPS Guidance Range
Announces CFO Transition
PHILADELPHIA, PA – (June 4, 2025) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the first quarter ended May 3, 2025.
For the first quarter ended May 3, 2025:
•Net sales increased by 19.5% to $970.5 million from $811.9 million in the first quarter of fiscal 2024; comparable sales increased by 7.1%.
•The Company opened 55 new stores and ended the quarter with 1,826 stores in 44 states. This represents an increase in stores of 13.8% from the end of the first quarter of fiscal 2024.
•Operating income was $50.8 million compared to $36.2 million in the first quarter of fiscal 2024. Adjusted operating income(1) was $59.6 million compared to $38.1 million in the first quarter of fiscal 2024.
•The effective tax rate was 27.2% compared to 23.5% in the first quarter of fiscal 2024.
•Net income was $41.1 million compared to $31.5 million in the first quarter of fiscal 2024. Adjusted net income(1) was $47.5 million compared to $33.0 million in the first quarter of fiscal 2024.
•Diluted income per common share was $0.75 compared to $0.57 in the first quarter of fiscal 2024. Adjusted diluted income per common share(1) was $0.86 compared to $0.60 in the first quarter of fiscal 2024.
(1) A reconciliation of adjusted operating income, adjusted net income, and adjusted diluted income per common share to the most directly comparable financial measure presented in accordance with accounting principles generally accepted in the United States ("GAAP") is set forth in the schedule accompanying this release. See also “Non-GAAP Information.”
Winnie Park, CEO of Five Below said, “Our first quarter results demonstrate the effectiveness of our strategy, grounded in trend-right product, extreme value and a fun store experience. We were pleased to see broad-based strength across the majority of our merchandising worlds, resulting in a transaction-driven 7.1% increase in comparable sales, as well as strong performance from our new stores. Our teams executed our customer-centric strategy at a very high level, and these results reflect the progress we are making across merchandising, marketing and end-to-end operations.”
Ms. Park continued, “Looking ahead, this unwavering focus on the core customer combined with disciplined execution of our strategy and the agility of our teams position us to deliver our financial and operational objectives as we navigate the impact of tariffs and the associated uncertainty in the current global trade environment.”
CFO Transition
The Company’s Chief Financial Officer and Treasurer, Kristy Chipman, has informed Five Below of her intention to step down for personal reasons.
“I want to thank Kristy for her partnership and the many contributions she has made to Five Below during her time here. We wish her the very best in her future endeavors,” said Ms. Park. “While we search for a new CFO, I am grateful our COO Ken
Bull will also take on the role of interim CFO. Previously, Ken was our CFO for more than ten years, which gives us a seamless transition.”
Second Quarter and Fiscal 2025 Outlook:
The Company expects the following results for the second quarter and full year of fiscal 2025. This guidance includes the expected impact of tariffs currently in place.
For the second quarter of Fiscal 2025:
•Net sales are expected to be in the range of $975 million to $995 million based on opening approximately 30 net new stores and assumes an approximate 7% to 9% increase in comparable sales.
•Net income is expected to be in the range of $25 million to $32 million. Adjusted net income(2) is expected to be in the range of $28 million to $34 million.
•Diluted income per common share is expected to be in the range of $0.45 to $0.57 on approximately 55.3 million diluted weighted average shares outstanding. Adjusted diluted income per common share(2) is expected to be in the range of $0.50 to $0.62.
•This outlook does not include the impact of share repurchases, if any.
(2) Adjusted net income and adjusted diluted income per common share exclude the impact of nonrecurring or non-cash items which includes retention awards and costs incurred with the strategic acquisition of certain leases, net of income tax impacts.
For the full year of Fiscal 2025:
•Net sales are expected to be in the range of $4.33 billion to $4.42 billion based on opening approximately 150 net new stores and assumes an approximate 3% to 5% increase in comparable sales.
•Net income is expected to be in the range of $223 million to $249 million. Adjusted net income(3) is expected to be in the range of $235 million to $261 million.
•Diluted income per common share is expected to be in the range of $4.04 to $4.51 on approximately 55.3 million diluted weighted average shares outstanding. Adjusted diluted income per common share(3) is expected to be in the range of $4.25 to $4.72.
•Gross capital expenditures are expected to be approximately $210 million to $230 million.
•This outlook does not include the impact of share repurchases, if any.
(3) Adjusted net income and adjusted diluted income per common share exclude the impact of nonrecurring or non-cash items which includes retention awards, costs associated with cost-optimization initiatives, costs incurred with the strategic acquisition of certain leases and execution of the inventory write-off.
Conference Call Information:
A conference call to discuss the financial results for the first quarter of fiscal 2025 is scheduled for today, June 4, 2025, at 4:30 p.m. Eastern Time. A live audio webcast of the conference call will be available online at investor.fivebelow.com, where a replay will be available shortly after the conclusion of the call. Investors and analysts interested in participating in the call are invited to dial 412-902-6753 approximately 10 minutes prior to the start of the call.
Non-GAAP Information:
This press release includes gross profit, adjusted gross profit, adjusted operating income, adjusted net income, and adjusted diluted income per common share, each is a non-GAAP financial measure. The Company has reconciled these non-GAAP financial measures with the most directly comparable GAAP financial measures within this filing. The Company believes that these non-GAAP financial measures not only provide its management with comparable financial data for internal financial analysis but also provide meaningful supplemental information to investors. Specifically, these non-GAAP financial measures allow investors to better understand the performance of the Company's business and facilitate a meaningful evaluation of its quarterly and fiscal year 2025 diluted income per common share and actual results on a comparable basis with its quarterly and fiscal year 2024 results. In evaluating these non-GAAP financial measures, investors should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments in this filing. The Company's presentation of non-GAAP financial measures should not be construed to imply that its future results will be unaffected by any such adjustments. The Company has provided this information as a means to evaluate the results of its ongoing operations. Other companies in the Company's industry may calculate these items differently than it does. Each of these measures is not a measure of performance under GAAP and should not be considered as a substitute for the most directly comparable financial measures prepared in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company's results as reported under GAAP.
Forward-Looking Statements:
This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect management's current views and estimates regarding the Company's industry, business strategy, goals, expectations and guidance concerning its market position, operations, margins, profitability, capital expenditures, liquidity and capital resources, store count potential and other financial and operating information. Investors can identify these statements by the fact that they use words such as "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "future" and similar terms and phrases. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to risks related to disruption to the global supply chain, risks related to the Company's strategy and expansion plans, risks related to our ability to attract, retain, and integrate qualified executive talent, risks related to disruptions in our information technology systems and our ability to maintain and upgrade those systems, risks related to the inability to successfully implement our online retail operations, risks related to cyberattacks or other cyber incidents, risks related to increased usage of machine learning and other types of artificial intelligence in our business, and challenges with properly managing its use; risks related to our ability to select, obtain, distribute and market merchandise profitably, risks related to our reliance on merchandise manufactured outside of the United States, the availability of suitable new store locations and the dependence on the volume of traffic to our stores, risks related to changes in consumer preferences and economic conditions, risks related to increased operating costs, including wage rates, risks related to inflation and increasing commodity prices, risks related to potential recessions and systematic failure of the banking system in the United States or globally, risks related to extreme weather, pandemic outbreaks, global political events, war, terrorism or civil unrest (including any resulting store closures, damage, or loss of inventory), risks related to leasing, owning or building distribution centers, risks related to our ability to successfully manage inventory balance and inventory shrinkage, quality or safety concerns about the Company's merchandise, increased competition from other retailers including online retailers, risks related to the seasonality of our business, risks related to our ability to protect our brand name and other intellectual property, risks related to customers' payment methods, risks related to domestic and foreign trade restrictions including duties and tariffs affecting our domestic and foreign suppliers and increasing our costs, including, among others, the direct and indirect impact of current and potential tariffs imposed, threatened and proposed by the United States on foreign imports, risks associated with the restrictions imposed by our indebtedness on our current and future operations, the impact of changes in tax legislation and accounting standards and risks associated with leasing substantial amounts of space. For further details and a discussion of these risks and uncertainties, see the Company's periodic reports, including the annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, filed with or furnished to the Securities and Exchange Commission and available at www.sec.gov. If one or more of these risks or uncertainties materialize, or if any of the Company's assumptions prove incorrect, the Company's actual results may vary in material respects from those projected in these forward-looking statements. Any forward-looking statement made by the Company in this news release speaks only as of the date on which the Company makes it. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
About Five Below:
Five Below is a leading high-growth value retailer offering trend-right, high-quality products loved by tweens, teens, and beyond. We believe life is better when customers are free to "let go & have fun" in an amazing experience filled with unlimited possibilities. With most items priced between $1 and $5, and some extreme value items priced beyond $5, Five Below makes it easy to say YES! to the newest, coolest stuff across eight awesome Five Below worlds: Style, Room, Sports, Tech, Create, Party, Candy and New & Now. Founded in 2002 and headquartered in Philadelphia, Pennsylvania, Five Below today has over 1,800 stores in 44 states. For more information, please visit www.fivebelow.com or find Five Below on Instagram, TikTok, and Facebook @FiveBelow.
Investor Contact:
Five Below, Inc.
Christiane Pelz
Vice President, Investor Relations
215-207-2658
InvestorRelations@fivebelow.com
FIVE BELOW, INC.
Consolidated Balance Sheets
(Unaudited)
(in thousands)
| | | | | | | | | | | | | | | | | | |
| | May 3, 2025 | | February 1, 2025 | | May 4, 2024 |
| Assets | | | | | | |
| Current assets: | | | | | | |
| Cash and cash equivalents | | $ | 427,462 | | | $ | 331,718 | | | $ | 96,308 | |
| Short-term investment securities | | 196,529 | | | 197,073 | | | 273,341 | |
| Inventories | | 702,053 | | | 659,500 | | | 629,981 | |
| Prepaid income taxes and tax receivable | | 4,649 | | | 4,649 | | | 4,834 | |
| | | | | | |
| Prepaid expenses and other current assets | | 142,429 | | | 158,427 | | | 146,004 | |
| Total current assets | | 1,473,122 | | | 1,351,367 | | | 1,150,468 | |
| Property and equipment, net | | 1,260,795 | | | 1,261,728 | | | 1,190,865 | |
| Operating lease assets | | 1,696,917 | | | 1,706,542 | | | 1,587,435 | |
| | | | | | |
| | | | | | |
| Other assets | | 21,968 | | | 19,937 | | | 18,536 | |
| | $ | 4,452,802 | | | $ | 4,339,574 | | | $ | 3,947,304 | |
| | | | | | |
| Liabilities and Shareholders’ Equity | | | | | | |
| Current liabilities: | | | | | | |
| Line of credit | | $ | — | | | $ | — | | | $ | — | |
| | | | | | |
| Accounts payable | | 276,505 | | | 260,343 | | | 221,789 | |
| Income taxes payable | | 72,365 | | | 51,998 | | | 51,551 | |
| Accrued salaries and wages | | 31,179 | | | 19,743 | | | 25,906 | |
| Other accrued expenses | | 176,750 | | | 149,495 | | | 150,335 | |
| | | | | | |
| Operating lease liabilities | | 304,950 | | | 274,863 | | | 292,048 | |
| Total current liabilities | | 861,749 | | | 756,442 | | | 741,629 | |
| | | | | | |
| Other long-term liabilities | | 8,049 | | | 8,210 | | | 8,234 | |
| Long-term operating lease liabilities | | 1,670,168 | | | 1,706,704 | | | 1,546,157 | |
| Deferred income taxes | | 54,774 | | | 59,891 | | | 66,623 | |
| Total liabilities | | 2,594,740 | | | 2,531,247 | | | 2,362,643 | |
| | | | | | |
| Shareholders’ equity: | | | | | | |
Common stock | | 549 | | | 549 | | | 550 | |
| Additional paid-in capital | | 161,058 | | | 152,471 | | | 150,948 | |
| Retained earnings | | 1,696,455 | | | 1,655,307 | | | 1,433,163 | |
| Total shareholders’ equity | | 1,858,062 | | | 1,808,327 | | | 1,584,661 | |
| | $ | 4,452,802 | | | $ | 4,339,574 | | | $ | 3,947,304 | |
FIVE BELOW, INC.
Consolidated Statements of Operations
(Unaudited)
(in thousands, except share and per share data)
| | | | | | | | | | | | | | | | | | | | |
| | Thirteen Weeks Ended | | | | | |
| | May 3, 2025 | | May 4, 2024 | | | | | | | | | |
| Net sales | $ | 970,527 | | | $ | 811,863 | | | | | | | | | | |
| Cost of goods sold (exclusive of items shown separately below) | 646,614 | | | 548,343 | | | | | | | | | | |
| | | | | | | | | | | | |
| Selling, general and administrative expenses | 226,502 | | | 190,186 | | | | | | | | | | |
| Depreciation and amortization | 46,564 | | | 37,184 | | | | | | | | | | |
| Operating income | 50,847 | | | 36,150 | | | | | | | | | | |
| Interest income and other income | 5,647 | | | 4,990 | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Income before income taxes | 56,494 | | | 41,140 | | | | | | | | | | |
| Income tax expense | 15,346 | | | 9,673 | | | | | | | | | | |
| Net income | $ | 41,148 | | | $ | 31,467 | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Basic income per common share | $ | 0.75 | | | $ | 0.57 | | | | | | | | | | |
| Diluted income per common share | $ | 0.75 | | | $ | 0.57 | | | | | | | | | | |
| | | | | | | | | | | | |
| Weighted average shares outstanding: | | | | | | | | | | | | |
| Basic shares | 55,045,966 | | | 55,168,657 | | | | | | | | | | |
| Diluted shares | 55,189,813 | | | 55,255,838 | | | | | | | | | | |
FIVE BELOW, INC.
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
| | | | | | | | | | | | | | |
| | | Thirteen Weeks Ended |
| | | May 3, 2025 | | May 4, 2024 |
| Operating activities: | | | | |
| Net income | | $ | 41,148 | | | $ | 31,467 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | |
| Depreciation and amortization | | 46,564 | | | 37,184 | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| Share-based compensation expense | | 9,859 | | | 5,061 | |
| Deferred income tax expense | | (5,117) | | | (120) | |
| Other non-cash expenses | | 94 | | | 120 | |
| | | | |
| Changes in operating assets and liabilities: | | | | |
| Inventories | | (42,553) | | | (45,354) | |
| | | | |
| | | | |
| | | | |
| Prepaid expenses and other assets | | 13,931 | | | 6,393 | |
| Accounts payable | | 14,733 | | | (36,353) | |
| Income taxes payable | | 20,367 | | | 9,779 | |
| Accrued salaries and wages | | 11,436 | | | (4,122) | |
| | | | |
| Operating leases | | 3,176 | | | 21,636 | |
| Other accrued expenses | | 19,024 | | | 748 | |
| Net cash provided by operating activities | | 132,662 | | | 26,439 | |
| Investing activities: | | | | |
| Purchases of investment securities and other investments | | (82,393) | | | (4,508) | |
| Sales, maturities, and redemptions of investment securities | | 82,938 | | | 19,296 | |
| Capital expenditures | | (36,209) | | | (87,866) | |
| Net cash used in investing activities | | (35,664) | | | (73,078) | |
| Financing activities: | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Repurchase and retirement of common stock | | — | | | (30,151) | |
Proceeds from exercise of options to purchase common stock and vesting of restricted and performance-based restricted stock units | | — | | | 1 | |
| Common shares withheld for taxes | | (1,254) | | | (6,652) | |
| | | | |
| | | | |
| | | | |
| Net cash used in financing activities | | (1,254) | | | (36,802) | |
| Net increase (decrease) in cash and cash equivalents | | 95,744 | | | (83,441) | |
| Cash and cash equivalents at beginning of period | | 331,718 | | | 179,749 | |
| Cash and cash equivalents at end of period | | $ | 427,462 | | | $ | 96,308 | |
FIVE BELOW, INC.
GAAP to Non-GAAP Reconciliation of Consolidated Statements of Operations
(Unaudited)
(in thousands, except share and per share data)
Reconciliation of gross profit to adjusted gross profit
| | | | | | | | | | | | | | | | |
| | | Thirteen Weeks Ended | | |
| | | May 3, 2025 | | May 4, 2024 | | | | |
Gross profit(4) | | $ | 323,913 | | | $ | 263,520 | | | | | |
| Adjustments: | | | | | | | | |
Retention awards(5) | | 390 | | | — | | | | | |
| | | | | | | | |
Cost-optimization initiatives(6) | | 4,100 | | | — | | | | | |
Adjusted gross profit(7) | | $ | 328,403 | | | $ | 263,520 | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Reconciliation of operating income, as reported, to adjusted operating income
| | | | | | | | | | | | | | | | |
| | | Thirteen Weeks Ended | | |
| | | May 3, 2025 | | May 4, 2024 | | | | |
| Operating income, as reported | | $ | 50,847 | | | $ | 36,150 | | | | | |
| Adjustments: | | | | | | | | |
| Non-recurring employment-related litigation | | — | | | 1,976 | | | | | |
Retention awards(5) | | 2,937 | | | — | | | | | |
| | | | | | | | |
| Non-recurring inventory write-off | | 830 | | | — | | | | | |
Cost-optimization initiatives(6) | | 4,960 | | | — | | | | | |
| | | | | | | | |
Adjusted operating income(7) | | $ | 59,574 | | | $ | 38,126 | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Reconciliation of net income, as reported, to adjusted net income
| | | | | | | | | | | | | | | | |
| | | Thirteen Weeks Ended | | |
| | | May 3, 2025 | | May 4, 2024 | | | | |
| Net income, as reported | | $ | 41,148 | | | $ | 31,467 | | | | | |
| Adjustments: | | | | | | | | |
| Non-recurring employment-related litigation, net of tax | | — | | | 1,510 | | | | | |
Retention awards, net of tax(5) | | 2,139 | | | — | | | | | |
| | | | | | | | |
| Non-recurring inventory write-off, net of tax | | 605 | | | — | | | | | |
Cost-optimization initiatives, net of tax(6) | | 3,612 | | | — | | | | | |
| | | | | | | | |
Adjusted net income(7) | | $ | 47,505 | | | $ | 32,977 | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Reconciliation of diluted income per common share, as reported, to adjusted diluted income per common share
| | | | | | | | | | | | | | | | |
| | | Thirteen Weeks Ended | | |
| | | May 3, 2025 | | May 4, 2024 | | | | |
| Diluted income per common share, as reported | | $ | 0.75 | | | $ | 0.57 | | | | | |
| Adjustments: | | | | | | | | |
| Non-recurring employment-related litigation per share | | — | | | 0.03 | | | | | |
Retention awards per share(5) | | 0.04 | | | — | | | | | |
| | | | | | | | |
| Non-recurring inventory write-off per share | | 0.01 | | | — | | | | | |
Cost-optimization initiatives per share(6) | | 0.07 | | | — | | | | | |
| | | | | | | | |
Adjusted diluted income per common share(7) | | $ | 0.86 | | | $ | 0.60 | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
(4) Gross profit is equal to our net sales less our cost of goods sold.
(5) Retention awards relate to the on-going expense recognition of equity granted to certain individuals in fiscal 2024 during the CEO transition that will be earned and have vestings through fiscal 2026.
(6) Represents charges related to the cost-optimization of certain functions.
(7) Components may not add to total due to rounding.
