five-20210112

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): January 12, 2021

FIVE BELOW, INC.

(Exact Name of Registrant as Specified in Charter)

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)

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	NASDAQ Global Select Market

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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.


☐			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. ¨


Item 7.01			Regulation FD Disclosure

On January 12, 2021, Five Below, Inc. (the “Company”) issued a press release providing fourth quarter and full year fiscal 2020 net sales and earnings guidance based on quarter-to-date results through January 2, 2021 (the "Press Release"). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 7.01 of this Current Report on Form 8-K.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Press Release dated January 12, 2021 concerning fourth quarter and full year fiscal 2020 net sales and earnings guidance based on quarter-to-date results through January 2, 2021.

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.

Five Below, Inc.

Date: January 12, 2021

By:

/s/ Kenneth R. Bull

Name:

Kenneth R. Bull

Title:

Chief Financial Officer and Treasurer

EXHIBIT INDEX


Exhibit No.						Description
99.1						Press Release dated January 12, 2021 concerning fourth quarter and full year fiscal 2020 net sales and earnings guidance based on quarter-to-date results through January 2, 2021.