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Five Below, Inc. Announces Secondary Offering Of 7,000,000 Shares Of Common Stock

PHILADELPHIA, Jan. 15, 2013 (GLOBE NEWSWIRE) -- Five Below, Inc. (Nasdaq:FIVE) today announced that it has filed a registration statement with the U.S. Securities and Exchange Commission relating to a proposed secondary offering of 7,000,000 shares of its common stock. All of the shares are being offered by selling shareholders, including certain members of Five Below's management team and Board of Directors (and their affiliates). The underwriters will have a 30-day option to purchase an additional 1,050,000 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. and Jefferies & Company, Inc., with Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are acting as joint book-running managers of the offering. Copies of the registration statement can be accessed through the Securities and Exchange Commission's website.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

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 prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering will be made only by means of a prospectus. When available, copies of the preliminary prospectus relating 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 & Company, Inc.  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, 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 Seasonal. Five Below is headquartered in Philadelphia, Pennsylvania.

CONTACT: Investor Contact:
         ICR, Inc.
         Farah Soi / Joseph Teklits
         203-682-8200
         Farah.soi@icrinc.com

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