Business Context and Reporting Period
This Form 8-K Current Report is filed by FIVE BELOW, INC. on October 1, 2025. The filing primarily addresses the appointment of a new Chief Financial Officer and the associated compensatory arrangements.
Key Financial Metrics
This filing does not contain operational financial results such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The only financial data disclosed relates to executive compensation:
- Annual Base Salary: $850,000
- Signing Bonus: $500,000 (subject to repayment conditions)
- Initial Equity Grant (RSUs): Valued at $2,000,000
- 2026 Equity Awards: Aggregate grant value of $1,800,000 (60% PRSUs, 40% RSUs)
- Severance Benefits: 12 months of base salary plus COBRA reimbursement
Material Changes
The material change reported is the leadership transition in the finance function:
- Appointment: Daniel Sullivan appointed as Chief Financial Officer, effective October 6, 2025.
- Departure: Kenneth Bull, who served as Interim Chief Financial Officer, will step down from the roles of principal financial officer and principal accounting officer.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding business performance. Key contractual terms and contingencies include:
- Clawback Provisions: The signing bonus and relocation assistance are subject to repayment if Mr. Sullivan resigns or is terminated for "cause" within the first 12 and 24 months, respectively.
- Restrictive Covenants: Mr. Sullivan is subject to 12-month post-termination non-competition and non-solicitation covenants.
- Equity Vesting: Initial RSUs vest in three equal annual installments contingent on continued service.
Investor Verification Checklist
- Verify the exact number of RSUs granted by dividing $2,000,000 by the closing stock price on October 6, 2025.
- Review the full "Sullivan Offer Letter" (Exhibit 10.1) for detailed definitions of "cause" and "good reason."
- Confirm the specific performance metrics for the 2026 Performance-Based Restricted Stock Units (PRSUs).
- Monitor future filings for the official departure of Kenneth Bull and any changes to the interim leadership structure.