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Five Below, Inc. Announces Pricing of Its Secondary Offering



Five Below, Inc. Announces Pricing of Its Secondary Offering

PHILADELPHIA, June 26, 2013 (GLOBE NEWSWIRE) -- Five Below, Inc. (Nasdaq:FIVE)
today announced the pricing of its secondary offering of 6,000,000 shares of
its common stock at a public offering price of $36.00 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. The selling shareholders have granted the underwriters a
30-day option to purchase an additional 900,000 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.

A registration statement relating to these securities was declared effective
by the Securities and Exchange Commission on June 26, 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, solicitation or sale would be
unlawful.

The offering is being made only by means of the written prospectus forming a
part of the effective registration statement. Copies of the final prospectus
related 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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