Item 2.02 Results of Operations and Financial Condition.

On March 17, 2021, Five Below, Inc. (the "Company") issued a press release regarding its sales and earnings results for the fourth quarter and full year of fiscal 2020 (the "Press Release"). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on March 17, 2021 to discuss the Company's financial results.




                             Item 8.01   Other Events


On March 9, 2021, the Board of Directors approved a share repurchase program authorizing the repurchase of up to $100 million of the Company's common stock through March 31, 2024, on the open market, in privately negotiated transactions, or otherwise. There can be no assurances that any such repurchases will be completed, or as to the timing or amount of any repurchases.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits
Exhibit No.                    Description
99.1                           Press Release dated March 17, 2021 announcing the Company's financial
                               results for the fourth quarter and full year of fiscal 2020.



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