[Form 4] Tilly's Inc. Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Insider purchases reported: Shay Capital LLC acquired a total of 60,000 common shares in two transactions.
• Increased direct holdings: Direct beneficial ownership rose to 3,360,000 shares following the reported buys.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insiders purchased 60,000 TLYS shares at low single-digit dollar prices, increasing direct holdings to 3.36M shares.

The Form 4 reports two purchases by Shay Capital LLC totaling 60,000 common shares at prices of $1.4221 and $1.2922, resulting in 3,360,000 shares directly beneficially owned. Without market-cap or percentage context in the filing, the transactions show insider buying but do not, by themselves, quantify material ownership change versus outstanding shares.

Corporate Governance Expert

TL;DR: The filing discloses direct insider purchases and clarifies potential beneficial ownership by a related manager entity.

The document names Shay Capital LLC as the reporting person and notes that Shay Capital Holdings LLC, as sole manager, may be deemed to beneficially own the reported shares while not owning additional TLYS securities. This clarifies ownership structure relevant to disclosure obligations but does not indicate any governance action or change in control.

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)
08/08/2025

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	08/08/2025		P		35,000	A	$1.4221	3,335,000	D
Common Stock	08/11/2025		P		25,000	A	$1.2922	3,360,000	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	08/12/2025
	** 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 transactions did Shay Capital LLC report for TLYS?

The filing reports two purchases: 35,000 shares on 08/08/2025 at $1.4221 and 25,000 shares on 08/11/2025 at $1.2922.

How many TLYS shares does Shay Capital LLC own after these transactions?

Following the reported transactions, Shay Capital LLC directly owns 3,360,000 shares of Tilly's common stock.

What is the reporting person's relationship to Tilly's (TLYS)?

The form identifies the reporting person, Shay Capital LLC, as a Director of the issuer.

Does any related entity claim beneficial ownership of the reported shares?

Yes. The filing states that Shay Capital Holdings LLC, the sole manager of Shay Capital LLC, may be deemed to beneficially own the reported shares but does not own other TLYS securities.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 is signed on behalf of the reporting person by Elan Foxman, Chief Financial Officer.