Five Below Inc 2025年度报告

Form 10-K OR Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☑Accelerated Filer☐Non-Accelerated Filer☐Smaller Reporting Company☐Emerging Growth Company☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officersduring the relevant recovery period pursuant to §240.10D-1(b).☐ As of August 1, 2025, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of common stock (based upon the last reported sales price on TheNasdaq Global Select Market) held by non-affiliates of the registrant was approximately 7,261,931,467. The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of March 18, 2026 was 55,238,434. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement for the 2026 Annual Meeting of Shareholders (hereinafter referred to as the “Proxy Statement”) are incorporated by reference into Part III of this report. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K, or Annual Report, contains forward-looking statements pursuant to the “safe harbor” provisions of the Private Securities LitigationReform Act of 1995. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressionsconcerning matters that are not historical facts or present facts or conditions, such as statements regarding our future financial condition or results of operations, our prospectsand strategies for future growth, the introduction of new merchandise, and the implementation of our marketing and branding strategies. Forward looking statements frequentlyare identified by terms such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or the negative of these terms or othercomparable terminology. The forward-looking statements contained in this Annual Report reflect our views as of the date of this report about future events and are subject to risks, uncertainties,assumptions and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement.Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity,performance or achievements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including,but not limited to, those factors described below, in Part I, Item 1A “Risk Factors,” and in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition andResults of Operations.” These factors include without limitation: •the impacts of inflation and increasing commodity prices; •failure to successfully implement our growth strategy;•disruptions in our ability to select, obtain, distribute and market merchandise profitably;•reliance on merchandise manufactured outside of the United States;•the direct and indirect impact of current and potential tariffs imposed, threatened, and proposed by the United States on foreign imports, including, withoutlimitation, the tariffs themselves, any counter-measures thereto and any indirect effects on consumer discretionary spending, which could increase the cost to us ofcertain products, lower our margins, increase our import related expenses, and reduce consumer spending