[SCHEDULE 13D/A] TILLY'S, INC. SEC Filing

Rhea-AI Filing Summary

Fund 1 Investments, LLC reports beneficial ownership of 8,058,268 shares of Tilly's, Inc. Class A Common Stock, representing approximately 34.8% of the 23,167,562 shares outstanding. The reporting states the aggregate purchase price for those shares was approximately $66,541,551 including commissions, and discloses a pro rata distribution of 116,611 shares to certain unaffiliated limited partners on 10/03/2025. The filing clarifies the shares were acquired using the funds' working capital (which may include ordinary-course margin loans) and that no other transactions occurred in the past 60 days. The statement is signed by Benjamin C. Cable as COO and reporting person.

Insights

Corporate Governance Analyst

Large passive stake now equals a major minority position with a small distribution on 10/03/2025.

Fund 1 Investments, LLC holds 8,058,268 shares, about 34.8% of the Class A common stock, a position established with approximately $66,541,551 of fund capital. That scale gives the reporting person meaningful influence over corporate votes absent other holders' coordination.

The filing notes a distribution of 116,611 shares to unaffiliated limited partners on 10/03/2025 and no other trades in the past 60 days. Watch for disclosures of any group arrangements, schedule 13D amendments, or subsequent transactions within the next few reporting cycles.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)

TILLY'S, INC.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

886885102

(CUSIP Number)

Benjamin C. Cable, COO
Fund 1 Investments, LLC, 100 Carr 115, Unit 1900
Rincon, PR, 00677
804-363-4458

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/03/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 886885102

1

Name of reporting person

Fund 1 Investments, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,058,268.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,058,268.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,058,268.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

34.8 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.001 par value per share
(b)	Name of Issuer: TILLY'S, INC.
(c)	Address of Issuer's Principal Executive Offices: 10 WHATNEY, IRVINE, CALIFORNIA , 92618.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The shares of Class A Common Stock, $0.001 par value per share, of the Issuer (the "Shares") beneficially owned by the Reporting Person were purchased with working capital of the Funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 8,058,268 Shares beneficially owned by the Reporting Person is approximately $66,541,551, including brokerage commissions.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based on 23,167,562 Shares outstanding as of September 2, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 4, 2025. As of the date hereof, the Reporting Person beneficially owned 8,058,268 Shares, constituting approximately 34.8% of the outstanding Shares.
(c)	Item 5(c) is hereby amended and restated to read as follows: On October 3, 2025, the Reporting Person distributed 116,611 Shares to certain unaffiliated limited partners on a pro rata basis for no consideration. Other than this distribution, the Reporting Person has not entered into any transactions in the Shares during the past sixty days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Fund 1 Investments, LLC

Signature:	/s/ Benjamin C. Cable
Name/Title:	Benjamin C. Cable, Chief Operating Officer
Date:	10/08/2025