[Form 4] TILLY'S, INC. Insider Trading Activity

Rhea-AI Filing Summary

TILLY'S, INC. (TLYS) Form 4 shows insider awards to Nathan Michael Smith, the company's President and Chief Executive Officer. On 09/08/2025 Mr. Smith was granted two stock option awards, each covering 900,000 shares of Class A common stock with an exercise price of $1.99 and a ten-year term expiring on 09/08/2035. One award vests over four years beginning 09/08/2026 with 25% at the first anniversary and monthly vesting thereafter; the other is a performance-based option that vests only if performance and service conditions are met, with the maximum quantity reported and service vesting satisfied on 08/18/2026 if earned. Both grants are reported as direct beneficial ownership. The filing is signed by an attorney-in-fact on 09/17/2025.

Positive

• Alignment of interests: A performance-based option ties CEO pay to company performance, potentially aligning incentives with shareholders.
• Retention focus: The four-year time-based vesting schedule encourages continued service through staggered vesting.

Negative

• Potential dilution: Two options of 900,000 shares each could represent material dilution if fully exercised.
• Lack of disclosed performance metrics: The Form 4 reports the maximum performance-based amount but does not disclose the specific performance targets or thresholds.

Insights

Financial Analyst

TL;DR: CEO received two large option grants totaling potential 1.8M shares, mixing time- and performance-based vesting.

The awards—two options of 900,000 shares each at a $1.99 strike expiring in 2035—represent significant executive compensation. The time-based tranche vests over four years, which ties retention to the company. The performance-based tranche requires share-price or other performance targets, aligning pay with outcomes but with uncertain realizable value. Reported as direct ownership, these grants could increase potential dilution if fully exercised, but vesting and performance conditions limit immediate share count impact.

Corporate Governance Expert

TL;DR: Large CEO option awards raise governance questions on dilution and performance conditions.

The structure—one service-vesting award and one performance-vesting award—follows common governance practices to balance retention and pay-for-performance. The performance award’s maximum amount is reported, but actual earn‑out depends on meeting performance metrics over the option life. Important governance considerations include the rationale for grant size relative to peer practice and shareholder-approved equity pools; the filing does not include those comparisons or the specific performance targets, limiting assessment of proportionality and alignment.

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
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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^*

Smith Nathan Michael

(Last) (First) (Middle)

C/O TILLY'S INC.

10 WHATNEY

(Street)

IRVINE CA 92618

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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

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
Stock Option (Right to Buy)	$1.99	09/08/2025		A		900,000		(1)	09/08/2035	Class A Common Stock	900,000	$0	900,000	D
Stock Option (Right to Buy)	$1.99	09/08/2025		A		900,000		(2)	09/08/2035	Class A Common Stock	900,000	$0	900,000	D

Explanation of Responses:

1. The options vest over four years, with the first 25% of the grant vesting on the first anniversary of the grant date on September 8, 2026, and monthly vesting's of 18,750 options thereafter through September 8, 2029, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

2. Represents an award of performance-based options that will vest upon the satisfaction of both performance and service-based requirements. The options may be earned based upon the performance of the Company's stock price during the applicable performance period through the 10-year life of the option ending on September 8, 2035. The quantity reported represents the maximum quantity of shares subject to the option that may vest and become exercisable. As such, fewer shares subject to the option may ultimately be earned based on actual results over the performance period. The earned portion of the option will satisfy the service-based requirement on August 18, 2026, subject to continued service with the Company.

Remarks:

The Reporting Person is President and Chief Executive Officer.

	/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 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 options did TLYS CEO Nathan Michael Smith receive?

He was granted two stock options, each for 900,000 shares of Class A common stock with a $1.99 exercise price and expiration date 09/08/2035.

When do the new TLYS options vest?

One award vests over four years starting with 25% on 09/08/2026 and monthly vesting thereafter; the performance award vests only if both performance and service conditions are met, with service vesting satisfied on 08/18/2026 if earned.

Are the options reported as direct or indirect ownership for TLYS?

Both option awards are reported as direct beneficial ownership.

Who filed the Form 4 for TLYS and when was it signed?

The Form 4 was signed by Michael L. Henry, Attorney-in-Fact for Nathan Michael Smith on 09/17/2025.

Does the Form 4 disclose the performance targets for the TLYS options?

No. The filing states the award is performance-based and reports the maximum amount but does not disclose the specific performance metrics or thresholds.