Item 7.01 Regulation FD Disclosure.

On January 13, 2020, Five Below, Inc. (the "Company") issued a press release providing an update on its previously communicated fourth quarter and full year fiscal 2019 net sales and earnings guidance based on quarter-to-date results through January 4, 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 7.01 of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits
Exhibit Number Exhibit Description
               Press Release dated January 13, 2020 concerning fourth quarter and
99.1           full year fiscal 2019 net sales and earnings guidance based on
               quarter-to-date results through January 4, 2020.




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