Five Below (FIVE) Announces Planned Board Chair Transition

Five Below, Inc. (NASDAQ: FIVE), the trend-right, high-quality extreme-value retailer for pre-teens and teens, announced that Tom Vellios, the Company’s co-founder and Executive Chair, will transition into an advisory role to the Five Below Board and management through the end of calendar year 2025, and thus not stand for re-election to the Board at the Company’s 2025 Annual Meeting of Shareholders scheduled for June 12, 2025. As a result, his employment as Executive Chair will conclude as of the Annual Meeting date.

Following the meeting, and assuming his re-election by shareholders, current director Mike Devine, a 12-year Board veteran, is expected to be appointed non-executive Chair of the Board. Mr. Devine brings substantial public company board experience to the role, having served as Chair of the board of Deckers Outdoor Corporation since 2020.

Mr. Vellios said, “I co-founded Five Below in 2002 with one goal – to become THE destination for pre-teens and teens by delivering trend-right, high-quality product at extreme value in a fun shopping experience. Nearly 23 years later, with a maniacal focus on working back from the customer and the efforts from extraordinary teams, we’ve become an iconic, leading value retailer with over 1,800 stores and growing. Last summer, we had a mandate to restore that focus and the performance this business should deliver. With the amazing talent we have across the company, we executed the reset and swiftly got the business back on track in the third quarter by focusing on product, value and store experience, and we built on this progress in the fourth quarter. Our customer focus has sharpened with Winnie Park as CEO and she has intensified the reinvigoration of the business, helping drive the strong first quarter performance we are previewing today in our updated guidance. As I transition to an advisory role, I am excited about Five Below’s next chapter under Winnie’s leadership and with Mike’s steady hand and deep knowledge of Five Below as the incoming Chair.”

Ms. Park, CEO of Five Below, shared, “Tom’s unwavering commitment to the customer and delivering trend-right product at extreme value are our North Star. It is our core mission, and the Five Below team is energized to deliver that mission with even greater focus and clarity. We continue to make great progress, and we are committed to standing out for our value proposition, now more than ever. I am thankful for Tom’s leadership and look forward to continuing to work with him to drive our growth strategy while navigating our tariff mitigation initiatives.”

Mr. Devine, current Board member and incoming Chair nominee, added, “Tom has built an extraordinary company with a distinct culture and enduring brand. We appreciate him assuming the temporary role of Executive Chair last summer to work with the team to reset the business. His continued involvement as an advisor will be a tremendous asset as we move forward in an evolving landscape. I’m honored by the Board’s support and excited to continue collaborating with Winnie and the leadership team to build on the strong foundation and brand Tom created.”

First Quarter of Fiscal 2025 Outlook
The Company is raising its guidance for the first quarter of fiscal 2025 ending May 3, 2025. The Company will discuss its first quarter results and outlook on its earnings call in early June, the details of which will be announced separately.

• Net sales for the first quarter of fiscal 2025 are expected to be approximately $967 million versus the prior guidance of $905 million to $925 million.
• The company expects to open 55 new stores in the first quarter, compared to the prior guidance of approximately 50 new stores.
• Comparable sales are expected to increase approximately 6.7% versus the prior guidance of an approximate flat to 2% increase.
• Diluted income per common share for the first quarter is expected to be in the range of $0.69 to $0.71 versus the prior guidance range of $0.44 to $0.55. Adjusted diluted income per common share* is expected to be in the range of $0.82 to $0.84 versus the prior guidance range of $0.50 to $0.61. Diluted weighted average shares outstanding are expected to be in line with the prior guidance of 55.3 million shares.

*Adjusted diluted income per common share excludes the impact of nonrecurring or non-cash items which include costs associated with cost-optimization initiatives, retention awards, costs incurred with the strategic acquisition of certain leases, and execution of the inventory write-off.

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