Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when FIVE files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsFive Below expands board to ten, adds former Ulta Beauty CFO Scott Settersten as independent director
Filed September 23, 2026 · Period ending September 21, 2026 · ~1 min read
Key Changes
-
medium
Board increased from nine to ten directors and elected Scott Settersten to fill the vacancy, effective September 21, 2026.
Item 5.02 verify on EDGAR → -
medium
Settersten will serve on the Audit Committee and was determined to be independent under SEC and Nasdaq standards.
Item 5.02 verify on EDGAR → -
low
He received an initial equity award of 545 restricted stock units vesting at the next annual meeting, subject to continued service.
Item 5.02 verify on EDGAR → -
medium
Settersten is the former CFO of Ulta Beauty and brings retail finance and accounting experience.
Exhibit 99.1 view on EDGAR →
Summary
Five Below expanded its board from nine to ten directors and elected Scott Settersten, former CFO of Ulta Beauty, to fill the new seat and serve on the Audit Committee. The board determined he meets SEC and Nasdaq independence standards, and no related-party transactions were identified. Settersten received 545 restricted stock units as an initial equity award, vesting at the next annual meeting if he remains on the board.
This is a routine governance change that adds retail finance expertise to the board. The appointment is effective September 21, 2026, and Settersten is expected to stand for reelection at the 2027 annual meeting.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Five Below expands its board to ten and elects Scott Settersten as an independent director and Audit Committee member.
Added in current filing · verify on EDGAR →
the Board of Directors (the “Board”) of Five Below, Inc. (the “Company”) increased the size of the Board from nine to ten directors and elected Scott Settersten to fill the resulting vacancy and serve as a member of the Audit Committee of the Board
The board grew from nine to ten members and added Scott Settersten, who will also serve on the Audit Committee. He will serve until the 2027 annual meeting and is expected to be nominated for reelection.
Added in current filing · verify on EDGAR →
The Board determined that Mr. Settersten qualifies as an independent director under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the applicable listing standards of The Nasdaq Stock Market LLC.
The board determined that Settersten meets SEC and Nasdaq independence standards, which is relevant for his Audit Committee service. No related-party transactions requiring disclosure under Item 404(a) of Regulation S-K were identified.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Mr. Settersten was granted an initial equity award of 545 restricted stock units (the “Initial Grant”) that will vest at the Company’s next annual meeting of shareholders, subject to his continued Board service.
Settersten received 545 restricted stock units as an initial equity award, vesting at the next annual meeting if he remains on the board. The award was made under the company's non-employee director compensation policy and equity incentive plan.
Event · Exhibit 99.1
Five Below appoints former Ulta Beauty CFO Scott Settersten to its Board and Audit Committee, expanding the Board to ten directors.
Added in current filing · view on EDGAR →
the appointment of Scott Settersten, former Chief Financial Officer of Ulta Beauty, to its Board of Directors and the Audit Committee of its Board of Directors, effective September 21, 2026
Five Below added Scott Settersten, the former CFO of Ulta Beauty, to its Board of Directors and Audit Committee effective September 21, 2026. He brings extensive retail finance and accounting experience, including 15 years at PricewaterhouseCoopers and prior audit committee service at Kimball International.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
In connection with Mr. Settersten’s appointment, Five Below’s Board increased to ten directors.
The Board expanded from nine to ten directors to accommodate the new appointment. This is a routine governance change accompanying the director addition.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Sep 24, 2026 · How we verify