TILLY'S (TLYS) director Janet Kerr granted 15,444 restricted stock shares

Rhea-AI Filing Summary

KERR JANET reported acquisition or exercise transactions in this Form 4 filing.

TILLY'S, INC. director Janet Kerr reported compensation-related equity activity in Class A Common Stock. She received a grant of 15,444 shares of restricted stock at $0.00 per share, which vest in two equal annual installments on each of the next two anniversaries of the grant date.

Following the grant, Kerr directly holds 89,526 Class A shares. In addition, 20,488 Class A shares are held indirectly through the Janet Kerr Living Trust, a revocable living trust of which she is trustee. The filing reflects equity compensation and updated ownership, not an open‑market purchase or sale.

Insights

Equity compensation analyst

Director received routine restricted stock grant; no open-market trading.

Director Janet Kerr received 15,444 shares of restricted Class A Common Stock at $0.00 per share as a grant or award. The shares vest in two equal annual installments over the two years following the grant date, indicating a standard time-based vesting schedule.

After this grant, Kerr holds 89,526 shares directly and 20,488 shares indirectly via the Janet Kerr Living Trust, a revocable living trust where she serves as trustee. This Form 4 reflects equity compensation and updated ownership, so it carries limited informational value about her view of the stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider KERR JANET

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	15,444	$0.00	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 89,526 shares (Direct, null); Class A Common Stock — 20,488 shares (Indirect, By Trust)

Footnotes (1)

1. Represents shares of restricted stock, which vest in two equal annual installments on each of the succeeding two anniversaries of the grant date. The shares of Class A Common Stock reported on the table above are held by the Janet Kerr Living Trust U/A DTD 07/16/2004, which qualifies as a revocable living trust, and of which Ms. Kerr is the Trustee.

Key Figures

Restricted stock grant: 15,444 shares Grant price: $0.00 per share Direct holdings after grant: 89,526 shares +2 more

5 metrics

Restricted stock grant 15,444 shares Class A Common Stock grant to director, code A

Grant price $0.00 per share Restricted stock award price

Direct holdings after grant 89,526 shares Class A Common Stock held directly by Janet Kerr

Indirect trust holdings 20,488 shares Held by Janet Kerr Living Trust, revocable, trustee Janet Kerr

Vesting schedule 2 equal annual installments Restricted shares vest on each of the next two anniversaries

Key Terms

restricted stock, revocable living trust, grant, award, or other acquisition, Class A Common Stock, +1 more

5 terms

restricted stock financial

"Represents shares of restricted stock, which vest in two equal annual installments"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

revocable living trust financial

"qualifies as a revocable living trust, and of which Ms. Kerr is the Trustee"

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Class A Common Stock financial

"security_title": "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

indirect ownership financial

"ownership_type": "indirect", "nature_of_ownership": "By Trust""

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Form 4 Insider Transactions: What Each Field Means →

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^*

KERR JANET

(Last) (First) (Middle)

C/O TILLY'S, INC.

10 WHATNEY

(Street)

IRVINE CALIFORNIA 92618

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

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

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

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

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	06/10/2026		A		15,444(1)	A	$0	89,526	D
Class A Common Stock								20,488	I	By Trust(2)

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:

1. Represents shares of restricted stock, which vest in two equal annual installments on each of the succeeding two anniversaries of the grant date.

2. The shares of Class A Common Stock reported on the table above are held by the Janet Kerr Living Trust U/A DTD 07/16/2004, which qualifies as a revocable living trust, and of which Ms. Kerr is the Trustee.

Remarks:

	/s/ Michael L. Henry, Attorney-in-Fact for Janet Kerr	06/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did TILLY'S (TLYS) director Janet Kerr report in this Form 4?

Janet Kerr reported a grant of 15,444 shares of restricted Class A Common Stock at $0.00 per share. The filing also updates her direct holdings to 89,526 shares and notes 20,488 shares held indirectly through the Janet Kerr Living Trust.

Is Janet Kerr’s TILLY'S (TLYS) Form 4 transaction a stock purchase or sale?

The Form 4 shows a grant or award, not an open-market purchase or sale. Kerr received 15,444 restricted shares at $0.00 per share as equity compensation, with vesting over two years, so there is no buy or sell signal in this filing.

How many TILLY'S (TLYS) shares does Janet Kerr hold after this Form 4?

After the reported grant, Janet Kerr directly holds 89,526 shares of TILLY'S Class A Common Stock. She also has 20,488 additional shares held indirectly through the Janet Kerr Living Trust, a revocable living trust of which she is trustee.

What are the vesting terms of Janet Kerr’s restricted stock grant at TILLY'S (TLYS)?

The 15,444 shares of restricted stock vest in two equal annual installments. Each installment occurs on the succeeding two anniversaries of the grant date, so the award becomes fully vested over a two-year period, subject to the vesting conditions described.

How are Janet Kerr’s indirect TILLY'S (TLYS) holdings structured?

Her indirect holdings are 20,488 shares of Class A Common Stock held by the Janet Kerr Living Trust U/A DTD 07/16/2004. This trust qualifies as a revocable living trust, and Ms. Kerr is the trustee, as disclosed in the Form 4 footnote.