TLYS insiders distribute 116,611 shares; indirect holdings remain 8.06M

Rhea-AI Filing Summary

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.

Positive

• Distribution executed as an in-kind allocation (no sale) for 116,611 shares
• Reporting Persons retain substantial indirect ownership of 8,058,268 Class A shares after the distribution
• Filing includes standard disclaimer that limits claimed beneficial ownership to pecuniary interest

Negative

• None.

Insights

Corporate Governance Analyst

Distribution reduces direct holdings; indirect ownership remains significant.

The transaction shows a pro rata distribution of 116,611 Class A shares on 10/03/2025 made for no consideration, which commonly reflects an in-kind allocation to limited partners rather than a sale. The Reporting Persons continue to report 8,058,268 shares of indirect beneficial ownership after the distribution.

The main dependency is the allocation mechanism within the fund structure and the Reporting Persons' disclaimer of beneficial ownership except for pecuniary interest. Watch for any further Section 16 filings that change ownership levels or disclose sales within the next reporting cycle.

Securities Compliance Specialist

Filing documents a non‑cash distribution and contains standard attribution language.

The Form 4 records a transaction code J indicating a distribution to partners and lists the consideration as $0, aligning with an in-kind distribution rather than a market transaction. The signatures from fund entities and the managing member conform to Form 4 execution norms.

Key items to monitor are any subsequent dispositions that change the 8,058,268 indirect holding figure or filings that convert indirect to direct ownership within future reporting periods.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Fund 1 Investments, LLC

(Last) (First) (Middle)

100 CARR 115

UNIT 1900

(Street)

RINCON PR 00677

(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)
10/03/2025

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

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

	Form filed by One Reporting Person
X	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
Class A Common Stock, $0.001 par value per share	10/03/2025		J(1)		116,611	D	$0	8,058,268	I	See Footnotes(2)(3)

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

1. Name and Address of Reporting Person^*

Fund 1 Investments, LLC

(Last) (First) (Middle)

100 CARR 115

UNIT 1900

(Street)

RINCON PR 00677

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Pleasant Lake Partners LLC

(Last) (First) (Middle)

100 CARR 115 UNIT 1900

(Street)

RINCON PR 00677

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

PLP Funds Master Fund LP

(Last) (First) (Middle)

100 CARR 115 UNIT 1900

(Street)

RINCON PR 00677

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This transaction reflects a distribution of shares to certain unaffiliated limited partners on a pro rata basis for no consideration.

2. Securities reported herein are held for the benefit of PLP Funds Master Fund LP (the "Master Fund") and additional private investment vehicles for which Pleasant Lake Partners LLC ("PLP") serves as investment adviser. Fund 1 Investments, LLC ("Fund 1") serves as managing member of PLP. Jonathan Lennon (together with Fund 1, PLP and Master Fund, the "Reporting Persons") serves as managing member of Fund 1. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

3. Securities held for the account of the Master Fund.

	/s/ Fund 1 Investments, LLC By: Benjamin C. Cable, Chief Operating Officer	10/07/2025
	/s/ Pleasant Lake Partners LLC, by Fund 1 Investments, LLC, its Managing Member By: Benjamin C. Cable, Chief Operating Officer	10/07/2025
	/s/ PLP Funds Master Fund LP, by Pleasant Lake Partners LLC, its Investment Adviser, by Fund 1 Investments, LLC, its Managing Member By: Benjamin C. Cable, Chief Operating Officer	10/07/2025
	** 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 4 (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

What did TLYS insiders report on the Form 4 filed in October 2025?

The filing reports a pro rata distribution of 116,611 Class A shares on 10/03/2025 for no consideration and shows 8,058,268 shares beneficially owned indirectly afterward.

Who are the reporting persons on the TLYS Form 4?

The reporting persons are Fund 1 Investments, LLC, Pleasant Lake Partners LLC, and PLP Funds Master Fund LP, with signatures executed by Benjamin C. Cable as COO.

What does transaction code J mean on the Form 4 for TLYS?

Transaction code J indicates a distribution of securities to limited partners; here it shows an in-kind allocation of shares for $0 consideration.

Did the Reporting Persons sell any shares in this transaction?

No. The Form 4 shows the shares were distributed for no consideration, not sold on the open market.

How much beneficial ownership do the Reporting Persons report after the transaction?

They report holding 8,058,268 shares of Class A common stock indirectly after the distribution.