Item 1.01 Entry Into a Material Definitive Agreement.

On September 16, 2022, Five Below Inc. (the "Company") entered into a Second Amendment to Credit Agreement (the "Amendment") among the Company, 1616 Holdings, Inc. (the "Guarantor" and with the Borrower, collectively, the "Loan Parties"), the lenders party thereto (the "Lenders") and Wells Fargo Bank, National Association ("Wells") as agent for the Lenders (in such capacity, the "Agent"), which amended that certain Fifth Amended and Restated Credit Agreement, dated April 24, 2020 (as amended by that certain First Amendment to Credit Agreement, dated as of January 27, 2021, the "Credit Agreement") by and among the Loan Parties, the lenders party thereto and the Agent.

Pursuant to the Amendment, the Maturity Date of the Credit Agreement was extended from April 24, 2023 to September 16, 2027.

The Amendment also replaced the existing LIBOR Rate provisions with SOFR Rate provisions which converted then outstanding LIBOR loans into SOFR loans and additionally makes a number of other revisions to other provisions of the Credit Agreement. Giving effect to the Amendment, outstanding borrowings under the Credit Facility would accrue interest at floating rates plus an applicable margin ranging from 1.12% to 1.50% for SOFR loans and 0.125% to 0.50% for base rate loans, and letter of credit fees range from 1.125% to 1.50%., in each case based on the average availability under the Credit Facility.

The Credit Agreement is an exhibit to a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on April 29, 2020. The First Amendment to Credit Agreement is an exhibit to a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on January 27, 2021. The Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The description of the material terms of the Amendment is qualified in its entirety by reference to such exhibit.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an

Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
Number                                Exhibit Description

10.1           Second Amendment to Credit Agreement, dated September 16, 2022,
             among the Company, 1616 Holdings, Inc., Wells Fargo Bank, National
             Association, and the lenders party thereto.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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