Tilly's (NYSE: TLYS) boosts award limits, reissues CEO options

Rhea-AI Filing Summary

Tilly’s, Inc. reported changes to its long‑term incentive program and chief executive compensation structure. The board approved an amendment to the Third Amended and Restated 2012 Equity and Incentive Award Plan, raising the maximum number of Class A common shares that any one person can receive in awards in a calendar year to 2,500,000 shares.

On the same date, the company and President and CEO Nathan Smith agreed to cancel his previously granted time‑based option for 900,000 shares and performance‑based option for 900,000 shares. Immediately afterward, the compensation committee granted him new options in the same amounts, on the same terms, under the amended 2012 plan.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________

FORM 8-K

_______________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 26, 2026

_______________________________________________

TILLY’S, INC.

(Exact Name of Registrant as Specified in its Charter)  

Delaware

1-35535

45-2164791

(State of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

10 Whatney

Irvine, California 92618

(Address of Principal Executive Offices) (Zip Code)

(949) 609-5599

(Registrant’s Telephone Number, Including Area Code)

  ______________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share			TLYS			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Third Amended and Restated Tilly's 2012 Equity and Incentive Award Plan

On February 26, 2026, the Board of Directors (the “Board”) of Tilly’s, Inc. (the “Company”) approved, and the Company executed, an amendment (the “Amendment”) to the Company’s Third Amended and Restated Tilly's 2012 Equity and Incentive Award Plan (the “2012 Plan” and as amended by the Amendment, the “Amended 2012 Plan”). The Amendment amends the 2012 Plan to increase the maximum aggregate number of shares of the Company’s Class A common stock that may be subject to one or more awards granted to any person pursuant to the 2012 Plan during any calendar year to 2,500,000 shares.

The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by the terms of the Amendment, a form of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Chief Executive Officer Stock Options

On February 26, 2026, the Company and Nathan Smith, the Company’s President and Chief Executive Officer, mutually agreed to cancel the time-based option to purchase 900,000 shares of the Company’s common stock and the performance-based option to purchase 900,000 shares of Company’s common stock, in each case, that were previously granted to Mr. Smith in September 2025 in connection with his commencement of employment (the “Original Smith Options”). Immediately following the execution of the Amendment, the Compensation Committee of the Board approved and the Company granted new options to Mr. Smith under the Amended 2012 Plan in the same amounts and pursuant to the same terms and conditions as the Original Smith Options, including the same exercise price, vesting conditions and dates, and expiration dates.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.			Exhibit Title or Description
10.1			Amendment to Third Amended and Restated Tilly's 2012 Equity and Incentive Award Plan
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			TILLY’S, INC.
Date: February 27, 2026			By:			/s/ Michael L. Henry
			Name:			Michael L. Henry
			Title:			Executive Vice President, Chief Financial Officer

FAQ

What corporate action did Tilly’s (TLYS) disclose in this 8-K?

Tilly’s disclosed an amendment to its 2012 Equity and Incentive Award Plan and related changes to its CEO stock options. The board increased per-person annual award limits, then reissued Nathan Smith’s options under the amended plan with unchanged economic terms.

How did Tilly’s (TLYS) change its 2012 Equity and Incentive Award Plan?

The company amended its 2012 Equity and Incentive Award Plan to increase the maximum aggregate number of Class A common shares that can be subject to awards for any one person in a single calendar year to 2,500,000 shares, expanding potential individual equity grants.

What happened to Tilly’s CEO Nathan Smith’s original stock options?

Nathan Smith and Tilly’s mutually agreed to cancel his original time-based option for 900,000 shares and performance-based option for 900,000 shares. These options were originally granted in September 2025 in connection with his employment commencement as President and Chief Executive Officer.

What new stock options did Tilly’s grant to CEO Nathan Smith?

Immediately after the plan amendment, Tilly’s compensation committee granted Nathan Smith new options under the amended 2012 plan. These options match the canceled grants in share amounts, exercise price, vesting conditions and dates, and expiration dates, effectively preserving his original economic opportunity.

Does the Tilly’s 8-K mention the exercise price or vesting of the CEO options?

The filing states the new options follow the same exercise price, vesting conditions and dates, and expiration dates as the original 900,000-share time-based and 900,000-share performance-based options. Specific dollar exercise price and detailed vesting schedule are not repeated in this document.

Is the overall share pool of Tilly’s 2012 plan changed in this amendment?

The document specifies an increase in the maximum number of Class A common shares that may be subject to awards granted to any one person per calendar year to 2,500,000 shares. It does not describe broader plan share pool changes within this excerpt.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 9.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB