On January 15, 2013, Five Below, Inc. (the "Company") issued a press release providing an update on its fourth quarter preliminary sales results for the period from October 28, 2012 through January 12, 2013 and earnings guidance based on quarter to date results. A copy of this press release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Report on Form 8-K.

On January 15, 2013, the Company issued a press release announcing the offering of 7,000,000 shares of its common stock by its selling shareholders. The selling shareholders have granted the underwriters of the offering an option to purchase an additional 1,050,000 shares. A copy of this press release is attached hereto as Exhibit 99.2 and is incorporated in this Item 8.01 by reference.

(d) Exhibits

Exhibit
  No.                                     Description

99.1         Press Release dated January 15, 2013 concerning quarter-to-date sales
             results and earnings guidance.

99.2         Press Release dated January 15, 2013 announcing secondary offering.