Tillys Inc SEC Filings

Tilly's, Inc. (TLYS) insiders—Fund 1 Investments, Pleasant Lake Partners LLC, and PLP Funds Master Fund LP—reported a distribution of 116,611 Class A common shares on 10/03/2025 for no consideration to certain unaffiliated limited partners on a pro rata basis. After the distribution, the Reporting Persons collectively beneficially own 8,058,268 Class A shares, held indirectly. The filing clarifies that the shares are held for the benefit of the Master Fund and related private vehicles and that each Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest. Signatures indicate the form was executed on 10/07/2025.

TILLY'S, INC. (TLYS) Form 4 shows insider awards to Nathan Michael Smith, the company's President and Chief Executive Officer. On 09/08/2025 Mr. Smith was granted two stock option awards, each covering 900,000 shares of Class A common stock with an exercise price of $1.99 and a ten-year term expiring on 09/08/2035. One award vests over four years beginning 09/08/2026 with 25% at the first anniversary and monthly vesting thereafter; the other is a performance-based option that vests only if performance and service conditions are met, with the maximum quantity reported and service vesting satisfied on 08/18/2026 if earned. Both grants are reported as direct beneficial ownership. The filing is signed by an attorney-in-fact on 09/17/2025.

Nathan Michael Smith is disclosed as a director and officer of Tilly's, Inc. (TLYS) with the title President and Chief Executive Officer. The filing states that no securities are beneficially owned by the reporting person. The submission was made as an initial Form 3 by a single reporting person and was signed by an attorney-in-fact.

Tillys, Inc. reported weaker first-half results with total net sales of $258.9 million, down 7.1% year-over-year, and comparable net sales down 5.5%. Physical store sales fell to $208.6 million (down 7.3%) while e-com sales were $50.2 million (down 6.3%). Gross profit was $70.4 million, or 27.2% of sales, improving margin mix by 140 basis points due to higher initial markups and lower markdowns, despite lower sales. SG&A was $90.4 million (34.9% of sales), contributing to a first-half $19.0 million net loss ($0.63 per share). The company operated 232 stores versus 247 a year ago and expects to close about 16 stores in fiscal 2025. Liquidity: an asset-based Revolving Commitment of $65.0 million (amended maturity June 25, 2027) with $63.0 million borrowing capacity and no outstanding borrowings as of August 2, 2025. Management cites inflationary pressure, wage increases, and retail softness as ongoing headwinds.

Nomura Holdings, Inc. and its subsidiary Nomura Global Financial Products, Inc. report shared beneficial ownership of 850,580 shares of Tilly's, Inc. Class A common stock, representing 3.7% of the outstanding Class A shares based on 22,845,799 shares outstanding as of June 3, 2025. The filing states all voting and dispositive power is shared and that the shares are held in the ordinary course of business, not for the purpose of changing or influencing control of the issuer. The report lists issuer and filer addresses and includes a joint filing agreement and a subsidiary exhibit.

Shay Capital LLC and Shay Capital Holdings LLC report beneficial ownership of 3,390,000 shares of Tilly's, Inc. Class A common stock, representing 14.84% of the class. The filing states Shay Capital LLC holds sole voting and dispositive power over those shares and that the reported amount includes 30,000 shares issuable upon exercise of options. Both reporting persons are organized in Delaware and list their principal business address as 280 Park Avenue, 5th Floor West, New York, NY 10017.

The filing is a Schedule 13G amendment indicating the holdings are not intended to influence control of the issuer. Signatures show Elan Foxman, Chief Financial Officer, signed on behalf of both entities on 08/14/2025. The issuer is identified as Tilly's, Inc., with principal offices at 10 Whatney, Irvine, CA 92618 and CUSIP 886885102.

Shay Capital LLC, identified as a director of Tilly's (TLYS), purchased 35,000 shares on 08/08/2025 at $1.4221 and 25,000 shares on 08/11/2025 at $1.2922, bringing its direct holdings to 3,360,000 shares. The filing states Shay Capital Holdings LLC, the sole manager of Shay Capital LLC, may be deemed to beneficially own these reported shares but does not own other TLYS securities.

Form 4 highlights: Between 07/28-07/30 2025, 10% owner Shay Capital LLC executed three open-market purchases of Tilly's (TLYS) common stock, totaling 100,000 shares at prices ranging from $1.8514-$2.0338. Post-transaction direct holdings stand at 3,300,000 shares. The filing states that Shay Capital Holdings LLC may also be deemed the beneficial owner of these shares but reports no additional derivative positions.