Five Below, Inc. Files S-1 Registration Statement for 8,563,172 Shares of Common Stock

Five Below, Inc. Files S-1 Registration Statement for 8,563,172 Shares of
Common Stock

PHILADELPHIA, May 14, 2013 (GLOBE NEWSWIRE) -- Five Below, Inc. (Nasdaq:FIVE)
today announced that it has filed a registration statement with the U.S.
Securities and Exchange Commission relating to a proposed secondary offering
of 8,563,172 shares of its common stock. All of the shares are being offered
by selling shareholders, including certain members of Five Below's management
team and Board of Directors (and their affiliates). The underwriters are
expected to have a 30-day option to purchase an additional 1,284,475 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., Jefferies LLC, Credit Suisse
Securities (USA) LLC and Deutsche Bank Securities Inc. are acting as joint
book-running managers of the offering, UBS Securities LLC and Wells Fargo
Securities, LLC are acting as co-managers of the offering, and Goldman, Sachs
& Co., Barclays Capital Inc. and Jefferies LLC are the representatives of the
underwriters. Copies of the registration statement can be accessed through the
Securities and Exchange Commission's website.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective.

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, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or jurisdiction.

The offering will be made only by means of a prospectus. When available,
copies of the preliminary prospectus relating to the offering may be obtained
from:

Goldman, Sachs & Co.
200 West Street
New York, NY 10282
Attention: Prospectus Department
Telephone: 1-866-471-2526
e-mail: prospectus-ny@ny.email.gs.com

Barclays Capital Inc.
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: (888) 603-5847
e-mail: Barclaysprospectus@broadridge.com

Jefferies LLC
520 Madison Avenue, 12th Floor
New York, NY, 10022
Attention: Equity Syndicate Prospectus Department
Telephone: (877) 547-6340
e-mail: prospectus_department@jefferies.com

About Five Below

Five Below is a rapidly growing specialty value retailer offering a broad
range of trend-right, high-quality merchandise targeted at the teen and
pre-teen customer.Five Below offers a dynamic, edited assortment of exciting
products in a fun and differentiated store environment, all priced at $5 and
below, including select brands and licensed merchandise across a number of
category worlds – Style, Room, Sports, Media, Crafts, Party, Candy and Now.
Five Below is headquartered in Philadelphia, Pennsylvania.

CONTACT: Investor Contact:
         ICR, Inc.
         Farah Soi
         203-682-8200
         Farah.soi@icrinc.com
        
         Media Contact:
         Gregory FCA
         Joe Hassett
         610-642-8253
         joeh@gregoryfca.com
 
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