Five Below Prices 11.315M Share Secondary Offering at $35.65/Share

Five Below

today announced the upsizing and pricing of its secondary offering. The size of the offering has been increased to 11,315,000 shares of common stock at a public offering price of $35.65 per share. All of the shares are being offered by selling shareholders, including certain members of Five Below's management team and affiliates of certain members of Five Below's Board of Directors. Certain selling shareholders have granted the underwriters a 30-day option to purchase an additional 1,697,250 shares of common stock.  Five Below will not receive any proceeds from the sale of shares in this offering. Goldman, Sachs & Co., Barclays Capital Inc. and Jefferies & Company, Inc., with Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., UBS Securities LLC and Wells Fargo Securities, LLC are acting as joint book-running managers of the offering. A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on January 29, 2013.  This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction in which such an offer,