Shay Capital trims Tilly’s (TLYS) stake with 1,025,000-share open-market sale

Rhea-AI Filing Summary

Shay Capital LLC, a 10% owner of TILLY'S, INC., sold 1,025,000 shares of Common Stock in an open-market transaction. The sale occurred at an average price of $2.5522 per share. After this transaction, Shay Capital LLC directly holds 2,335,000 shares, indicating it remains a significant shareholder despite the sizable sale.

Insights

Insider transactions analyst

Large shareholder executes a sizable open-market sale but keeps a substantial remaining stake.

Shay Capital LLC, identified as a ten percent owner of TILLY'S, INC., sold 1,025,000 shares of Common Stock in an open-market transaction at $2.5522 per share. The filing classifies this as an open-market sale rather than a derivative exercise or compensation event.

Following the sale, Shay Capital LLC directly holds 2,335,000 shares, so it retains a large equity position even after reducing its exposure. With no derivative positions listed in the filing, the visible stake is entirely in common stock, and the overall impact depends on future trading activity and company performance.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shay Capital LLC

(Last) (First) (Middle)

280 PARK AVE, 5TH FLOOR WEST

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/12/2026		S		1,025,000	D	$2.5522	2,335,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

Shay Capital Holdings LLC, the sole manager of Shay Capital LLC, may be deemed to beneficially own the shares of common stock reported herein as being directly beneficially owned by Shay Capital LLC. Other than such shares of common stock, Shay Capital Holdings LLC does not beneficially own any common stock of the Issuer or any derivative securities with respect thereto.

	/s/ Elan Foxman, Chief Financial Officer	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Shay Capital LLC report for TILLY'S, INC. (TLYS)?

Shay Capital LLC reported selling 1,025,000 shares of TILLY'S, INC. Common Stock. The shares were sold in an open-market transaction at an average price of $2.5522 per share, according to the Form 4 insider filing data provided.

How many TILLY'S, INC. shares does Shay Capital LLC hold after this Form 4 sale?

After the reported sale, Shay Capital LLC directly holds 2,335,000 shares of TILLY'S, INC. Common Stock. This remaining stake indicates that, despite a sizable disposal, Shay Capital LLC continues to be a significant shareholder based on the data in the Form 4 filing.

Was Shay Capital LLC’s TILLY'S, INC. transaction a buy or a sell action?

The transaction was a sell action. The Form 4 classifies it as an open-market sale of 1,025,000 shares of TILLY'S, INC. Common Stock, with the transaction code “S” and the direction field explicitly marked as “sell” in the insider data.

What price did Shay Capital LLC receive per share in its TLYS stock sale?

Shay Capital LLC received an average price of $2.5522 per share for its TILLY'S, INC. Common Stock sale. This price is taken directly from the transaction details associated with the 1,025,000 shares sold in the open-market transaction reported on Form 4.

Does Shay Capital LLC still qualify as a major shareholder of TILLY'S, INC. after this transaction?

Yes, Shay Capital LLC is identified as a ten percent owner in the filing. Even after selling 1,025,000 shares, it directly holds 2,335,000 shares of TILLY'S, INC. Common Stock, indicating it remains a major shareholder according to the Form 4 data.

Were any derivative securities involved in Shay Capital LLC’s TILLY'S, INC. Form 4 filing?

No derivative securities were reported in this Form 4. The filing shows only a non-derivative transaction in TILLY'S, INC. Common Stock, and the derivativeSummary section is empty, indicating no options or similar instruments in this particular disclosure.