Page 1

Pennsylvania ( State or Other Jurisdiction of Incorporation or Organization ) ✓ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 30 , 2021 701 Market Street Suite 300 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Philadelphia Pennsylvania ( Address of Principal Executive Offices ) Title of each class Common Stock , $ 0.01 par value per share Form 10 - K OR Commission file number : 001-35600 Five Below , Inc. ( Exact name of Registrant as specified in its charter ) ( 215 ) 546-7909 ( Registrant's Telephone Number , Including Area Code ) Securities registered pursuant to Section 12 ( b ) of the Exchange Act : Trading Symbol 75-3000378 ( I.R.S. Employer Identification No. ) None 19106 ( Zip Code ) Name of each exchange on which registered The NASDAQ Stock Market LLC FIVE Securities registered pursuant to Section 12 ( g ) of the Exchange Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the securities act . Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No 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 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 0 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . » Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No As of July 31 , 2020 , the last business day of the registrant's most recently completed second fiscal quarter , the aggregate market value of common stock ( based upon the last reported sales price on The NASDAQ Global Select Market ) held by non - affiliates of the registrant was approximately 5,939,028,606 . The number of shares of the registrant's common stock , $ 0.01 par value , outstanding as of March 17 , 2021 was 55,963,161 .