FIVE BELOW, INC

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth the information with respect to repurchases of our common stock for the thirteen weeks ended August 1, 2026:

(1) On November 27, 2023, our Board of Directors approved a share repurchase program for up to $100 million of our common stock through November 27, 2026. In fiscal 2024, we purchased 266,997 shares at an aggregate cost of approximately $40.0 million, or an average price of $149.79 per share. During the thirteen weeks ended August 1, 2026, the Company repurchased 310,501 shares at an aggregate cost of approximately $60.0 million, or an average price of $193.24 per share. On August 29, 2026, our Board of Directors approved a new share repurchase program authorizing the repurchase of up to $600 million of our common stock. The new share repurchase program replaces and supersedes the remaining capacity under our prior share repurchase program authorized on November 27, 2023. The new repurchase program has no fixed expiration date and will remain in effect until all common stock authorized to be repurchased thereunder has been acquired, or until the repurchase program is otherwise replaced, suspended, or terminated. There can be no assurances that any additional repurchases will be completed, or as to the timing or amount of any repurchases. The new share repurchase program may be modified or discontinued at any time.