[SCHEDULE 13G/A] Tilly's Inc. SEC Filing

Rhea-AI Filing Summary

Shay Capital LLC and Shay Capital Holdings LLC report beneficial ownership of 3,390,000 shares of Tilly's, Inc. Class A common stock, representing 14.84% of the class. The filing states Shay Capital LLC holds sole voting and dispositive power over those shares and that the reported amount includes 30,000 shares issuable upon exercise of options. Both reporting persons are organized in Delaware and list their principal business address as 280 Park Avenue, 5th Floor West, New York, NY 10017.

The filing is a Schedule 13G amendment indicating the holdings are not intended to influence control of the issuer. Signatures show Elan Foxman, Chief Financial Officer, signed on behalf of both entities on 08/14/2025. The issuer is identified as Tilly's, Inc., with principal offices at 10 Whatney, Irvine, CA 92618 and CUSIP 886885102.

Positive

• Clear disclosure of ownership amount including exact share count and percent (3,390,000 shares; 14.84%).
• Statement of non-control intent under Item 10, consistent with Schedule 13G treatment.
• Identification of option component (30,000 shares issuable upon exercise) included in the aggregated amount.

Negative

• No additional context on acquisition timing or funding for the disclosed position is provided in the filing.
• No exhibit detail is attached here identifying group members beyond the two reporting entities despite referencing Exhibit B.

Insights

Financial Analyst

TL;DR: Large passive stake disclosed—14.84% ownership signals a significant investor position without stated intent to change control.

The filing documents a meaningful 14.84% stake through both Shay Capital LLC and its manager Shay Capital Holdings LLC, with sole voting and dispositive power over 3,390,000 shares including 30,000 option-issuable shares. As a Schedule 13G (Amendment No. 4), the report asserts the position is not held to influence control, which typically denotes passive investor treatment under the rules. For investors, the key data are the absolute share count, percent ownership, and the confirmation of sole voting/dispositive authority, all explicitly stated in the filing.

Corporate Governance Expert

TL;DR: Governance implication: a single related reporting group controls voting and disposition of a substantial minority stake.

The schedule shows Shay Capital LLC as the direct holder and Shay Capital Holdings LLC as sole manager, creating a clear control linkage between the two reporting persons. The certification in Item 10 affirms no intent to change issuer control. The signature by the CFO on both entities and the explicit sole voting/dispositive powers are material governance details disclosed in the document.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Tilly's, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

886885102

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 886885102

1

Names of Reporting Persons

Shay Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,390,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,390,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,390,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

14.84 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Includes 30,000 shares of Class A common stock issuable upon exercise of options held by Shay Capital LLC.

SCHEDULE 13G

CUSIP No. 886885102

1

Names of Reporting Persons

Shay Capital Holdings LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,390,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,390,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,390,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

14.84 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Consists of securities directly beneficially owned by Shay Capital LLC, of which Shay Capital Holdings LLC is the sole manager.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Tilly's, Inc.
(b)	Address of issuer's principal executive offices: 10 Whatney, Irvine, CA 92618
Item 2.
(a)	Name of person filing: Shay Capital LLC Shay Capital Holdings LLC
(b)	Address or principal business office or, if none, residence: The principal business address of each Reporting Person is 280 Park Avenue, 5th Floor West, New York, NY 10017.
(c)	Citizenship: Shay Capital LLC and Shay Capital Holdings LLC - Delaware
(d)	Title of class of securities: Class A Common Stock, par value $0.001 per share
(e)	CUSIP No.: 886885102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Shay Capital LLC - 3,390,000 Shay Capital Holdings LLC - 3,390,000
(b)	Percent of class: Shay Capital LLC - 14.84% Shay Capital Holdings LLC - 14.84%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Shay Capital LLC - 3,390,000 Shay Capital Holdings LLC - 3,390,000
	(ii) Shared power to vote or to direct the vote: Shay Capital LLC - 0 Shay Capital Holdings LLC - 0
	(iii) Sole power to dispose or to direct the disposition of: Shay Capital LLC - 3,390,000 Shay Capital Holdings LLC - 3,390,000
	(iv) Shared power to dispose or to direct the disposition of: Shay Capital LLC - 0 Shay Capital Holdings LLC - 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit B
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Shay Capital LLC

Signature:	/s/ Elan Foxman
Name/Title:	Chief Financial Officer
Date:	08/14/2025

Shay Capital Holdings LLC

Signature:	/s/ Elan Foxman
Name/Title:	Chief Financial Officer
Date:	08/14/2025

FAQ

What percentage of TLYS does Shay Capital report owning?

The filing reports 14.84% of Tilly's Class A common stock, representing 3,390,000 shares including 30,000 option-issuable shares.

Who holds voting power over the reported shares of TLYS?

The filing states sole voting power and sole dispositive power over the 3,390,000 shares for both Shay Capital LLC and Shay Capital Holdings LLC.

Does the Schedule 13G indicate intent to influence control of Tilly's (TLYS)?

No. Item 10 contains a certification that the securities were not acquired and are not held for the purpose of changing or influencing control.

When was this Schedule 13G signed and by whom?

Signatures show Elan Foxman, Chief Financial Officer, signed on behalf of both reporting persons on 08/14/2025.

What entities filed the Schedule 13G for TLYS?

The filing was made by Shay Capital LLC and Shay Capital Holdings LLC, both organized in Delaware with a principal business address at 280 Park Avenue, 5th Floor West, New York, NY 10017.