XML 30 R15.htm IDEA: XBRL DOCUMENT
v3.24.1

Share-Based Compensation | 12 Months Ended
--- | ---
Feb. 03, 2024 | Jan. 28, 2023
Share-Based Payment Arrangement [Abstract] |  |
Share-Based Compensation | Share-Based Compensation Equity Incentive Plan Pursuant to the Company's 2022 Equity Incentive Plan (the “Plan”), the Company’s Board of Directors may grant stock options, restricted shares and restricted stock units to officers, directors, key crew and professional service providers. The Plan, as amended, allows for the issuance of up to a total of 4.3 million shares under the Plan. As of February 3, 2024, approximately 3.4 million stock options, restricted shares, or restricted stock units were available for grant. Common Stock Options All stock options have a term not greater than ten years. Stock options vest and become exercisable in whole or in part, in accordance with vesting conditions set by the Company’s Board of Directors. Options granted to date generally vest over four years from the date of grant. Stock option activity under the Plan was as follows:
| Options outstanding |  | Weighted average exercise price |  | Weighted average remaining contractual term
Balance as of January 30, 2021 | 53,029 |  |  | $ | 33.22 |  |  | 3.2
Granted | — |  |  | — |  |  |
Forfeited | (432) |  |  | 4.28 |  |
Exercised | (12,834) |  |  | 30.29 |  |
Balance as of January 29, 2022 | 39,763 |  |  | 34.48 |  | 2.3
Granted | — |  |  | — |  |  |
Forfeited | — |  |  | — |  |  |
Exercised | (21,737) |  |  | 34.11 |  |
Balance as of January 28, 2023 | 18,026 |  |  | 34.92 |  | 1.8
Granted | — |  |  | — |  |  |
Forfeited | (100) |  |  | 41.67 |  |  |
Exercised | (7,800) |  |  | 36.70 |  |
Balance as of February 3, 2024 | 10,126 |  |  | 33.48 |  | 1.6
Exercisable as of February 3, 2024 | 10,126 |  |  | $ | 33.48 |  |  | 1.6
Restricted Stock Units and Performance-Based Restricted Stock Units All restricted stock units ("RSU") and performance-based restricted stock units ("PSU") vest in accordance with vesting conditions set by the compensation committee of the Company’s Board of Directors. RSUs granted to date have vesting periods ranging from less than one year to five years from the date of grant and the fair value of RSUs is the market price of the underlying common stock on the date of grant. PSUs granted to date have vesting periods ranging from less than one year to five years from the date of grant. PSUs that have a performance condition are subject to satisfaction of the applicable performance goals established for the respective grant. The Company periodically assesses the probability of achievement of the performance criteria and adjusts the amount of compensation expense accordingly. The fair value of these PSUs is the market price of the underlying common stock on the date of grant. Compensation is recognized over the vesting period and adjusted for the probability of achievement of the performance criteria. PSUs that have a market condition based on our total shareholder return relative to a pre-defined peer group are subject to multi-year performance objectives with vesting periods of approximately three years from the date of grant (if the applicable performance objectives are achieved). The fair value of these PSUs are determined using a Monte Carlo simulation model, which utilizes multiple input variables such as (i) total shareholder return from the beginning of the performance cycle through the performance measurement date(s); (ii) volatility; (iii) risk-free interest rates; and (iv) the correlation of the pre-defined peer group's total shareholder return. RSU and PSU activity under the Plan was as follows:
| Restricted Stock Units |  | Performance-Based Restricted Stock Units
| Number |  | Weighted-Average Grant Date Fair Value |  | Number |  | Weighted-Average Grant Date Fair Value
Non-vested balance as of January 30, 2021 | 304,398 |  |  | $ | 99.94 |  |  | 259,776 |  |  | $ | 151.73 |
Granted | 77,966 |  |  | 185.62 |  |  | 89,460 |  |  | 196.36 |
Vested | (115,763) |  |  | 95.79 |  |  | — |  |  | — |
Forfeited | (12,306) |  |  | 124.14 |  |  | — |  |  | — |
Non-vested balance as of January 29, 2022 | 254,295 |  |  | 126.93 |  | 349,236 |  |  | 163.16 |
Granted | 123,661 |  |  | 142.37 |  | 127,598 |  |  | 165.90
Vested | (122,349) |  |  | 110.96 |  | — |  |  | — |
Forfeited | (29,218) |  |  | 140.85 |  | (18,772) |  |  | 172.01
Non-vested balance as of January 28, 2023 | 226,389 |  |  | 142.2 |  | 458,062 |  |  | 163.56 |
Granted | 70,858 |  |  | 198.09 |  | 129,442 |  |  | 244.95
Vested | (78,268) |  |  | 135.48 |  | (157,192) |  |  | 151.73 |
Forfeited | (22,670) |  |  | 152.87 |  | (130,918) |  |  | 161.02
Non-vested balance as of February 3, 2024 | 196,309 |  |  | $ | 163.82 |  |  | 299,394 |  |  | $ | 206.07 |
In connection with the vesting of RSUs and PSUs during fiscal 2023, the Company withh eld 85,594 shares with an aggregate value of $16.6 million in satisfaction of minimum tax withholding obligations due upon vesting. In connection with the vesting of RSUs during fiscal 2022, the Company withheld 31,971 shares with an aggregate value of $5.0 million in satisfaction of minimum tax withholding obligations due upon vesting. In connection with the vesting of RSUs during fiscal 2021, the Company withheld 38,342 shares with an aggregate value of $7.3 million in satisfaction of minimum tax withholding obligations due upon vesting. As of February 3, 2024, there was $32.4 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements (including stock options, RSUs and PSUs) granted under the Plan. The cost is expected to be recognized over a weighted average vesting period of 2.2 years. Share Repurchase Program On March 20, 2018, the Company's Board of Directors approved a share repurchase program authorizing the repurchase of up to $100 million of the Company's common stock through March 31, 2021, on the open market, in privately negotiated transactions, or otherwise. This program expired on March 31, 2021. On March 9, 2021, the Company's Board of Directors approved a new share repurchase program for up to $100 million of its common shares through March 31, 2024. In fiscal 2021, the Company repurchased 368,699 shares under this program at an aggregate cost of approximately $60.0 million, or an average price of $162.75 per share. In fiscal 2022, the Company repurchased 247,132 shares under this program at an aggregate cost of approximately $40.0 million, or an average price of $161.88 per share. The company has exhausted repurchases under this program. On June 14, 2022, the Company's Board of Directors approved a new share repurchase program for up to $100 million of our common stock through June 30, 2025. In fiscal 2023, the Company repurchased 504,369 shares under this program at an aggregate cost of approximately $80.0 million, or an average price of $158.63 per share. This program was retired on November 27, 2023. On November 27, 2023, the Company's Board of Directors approved a new share repurchase program for up to $100 million of the Company's common stock through November 27, 2026. As of February 3, 2024, the Company has not made any repurchases under this program. Since approval of the share repurchase program in March 2018, we have purchased approximately 1,600,000 shares for an aggregate cost of approximately $232 million. There can be no assurances that any additional repurchases will be completed, or as to the timing or amount of any repurchases. The share repurchase program may be modified or discontinued at any time. | The fair value of each option award granted to crew, including outside directors, is estimated on the date of grant using the Black-Scholes option-pricing model. The Company did not grant any stock options in fiscal 2023, fiscal 2022 and fiscal 2021. The Company uses the simplified method to estimate the expected term of the option. The expected volatility incorporates historical and implied volatility of similar entities whose share prices are publicly available. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The total intrinsic value of stock options exercised during fiscal 2023, fiscal 2022 and fiscal 2021 was $1.1 million, $3.1 million and $2.1 million, respectively. The aggre gate intrinsic value of stock options outstanding and exercisable was $1.5 million as of February 3, 2024. In fiscal 2023, fiscal 2022 and fiscal 2021, the Company received cash from the exercise of options of $0.3 million, $0.8 million and $0.4 million, respectively. Upon option exercise, the Company issued new shares of common stock.

X
- Definition Stock Option Plans [Text Block] + References No definition available. + Details
Name: | five_StockOptionPlansTextBlock
Namespace Prefix: | five_
Data Type: | dtr-types1:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration