Item 7.01 Regulation FD Disclosure




On January 12, 2021, Five Below, Inc. (the "Company") issued a press release
providing fourth quarter and full year fiscal 2020 net sales and earnings
guidance based on quarter-to-date results through January 2, 2021 (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 No.                    Description
99.1                           Press Release dated January 12, 2021

concerning fourth quarter and full


                               year fiscal 2020 net sales and earnings guidance based on
                               quarter-to-date results through January 2, 2021.

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