[Form 3] TILLY'S, INC. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

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.

Positive

• Transparent Section 16 disclosure identifying the reporting person and roles
• Form filed by one reporting person, simplifying attribution of the disclosure

Negative

• Reporting person (CEO) holds no beneficial ownership of the issuer's securities

Insights

Financial Analyst

TL;DR: Officer named as CEO reports zero beneficial ownership in company common stock, a neutral-to-negative signal for alignment.

The disclosure identifies Nathan Michael Smith as both a director and an officer with the title President and Chief Executive Officer but reports no beneficial ownership of Tilly's, Inc. common stock. For investors this is a datapoint about insider alignment: executives typically hold equity to align incentives, so the absence of holdings is noteworthy though not necessarily material by itself. The filing is procedural and does not include transactions, grants, or derivative positions.

Corporate Governance Expert

TL;DR: Governance disclosure is complete but shows zero insider ownership, which may raise questions about incentive alignment.

The Form 3 fulfills Section 16 disclosure by identifying the reporting person and roles (director and officer) and explicitly stating no securities are beneficially owned. From a governance perspective, timely disclosure is positive for transparency. However, the lack of any ownership stake by the CEO could be viewed as a governance weakness regarding executive-owner alignment; the filing contains no further context such as deferred awards or planned grants.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Smith Nathan Michael

(Last) (First) (Middle)

C/O TILLY'S INC.

10 WHATNEY

(Street)

IRVINE CA 92618

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/18/2025

3. Issuer Name and Ticker or Trading Symbol
TILLY'S, INC. [ TLYS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

Title: President and Chief Executive Officer

No securities are beneficially owned.

	/s/ Michael L. Henry, Attorney-in-Fact for Nathan Michael Smith	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who is the reporting person named on the Form 3 for TLYS?

The reporting person is Nathan Michael Smith, identified as a director and as President and Chief Executive Officer.

Does the Form 3 for TLYS show any securities owned by the reporting person?

The filing states no securities are beneficially owned by the reporting person.

Was the Form 3 filed by multiple reporting persons for TLYS?

No. The document indicates the form was filed by one reporting person.

Does the Form 3 report any derivative securities or option grants for the reporting person?

No. Table I and Table II contain no entries; the filing reports no non-derivative or derivative securities beneficially owned.

Who signed the Form 3 on behalf of the reporting person for TLYS?

The signature block shows the form was signed by Michael L. Henry, Attorney-in-Fact for Nathan Michael Smith.