Item 7.01 Regulation FD Disclosure




On January 9, 2023, Five Below, Inc. (the "Company") issued a press release
providing fourth quarter and full year fiscal 2022 net sales and earnings
guidance based on quarter-to-date results through January 7, 2023 (the "Press
Release"). A copy of the Press Release is attached hereto as Exhibit 99.1, and
is being furnished, not filed, under item 7.01 of this Current Report on Form
8-K.


                 Item 9.01   Financial Statements and Exhibits.


(d) Exhibits
Exhibit No.                    Description
99.1                             Press Release dated January 9, 2023

concerning fourth quarter and full


                               year fiscal 2022 net sales and earnings 

guidance based on quarter-to-date


                               results through January 7, 2023.



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