Nathan Michael Smith - 08 Sep 2025 Form 4 Insider Report for TILLY'S, INC. (TLYS)

Role: The Reporting Person is President and Chief Executive Officer., Director
Signature: /s/ Michael L. Henry, Attorney-in-Fact for Nathan Michael Smith
Issuer symbol: TLYS
Transactions as of: 08 Sep 2025
Net transactions value: $0
Form type: 4
Filing time: 17 Sep 2025, 18:53:10 UTC
Previous filing: 17 Sep 2025
Next filing: 02 Mar 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Smith Nathan Michael	The Reporting Person is President and Chief Executive Officer., Director	C/O TILLY'S INC., 10 WHATNEY, IRVINE	/s/ Michael L. Henry, Attorney-in-Fact for Nathan Michael Smith	17 Sep 2025	0002083540

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TLYS	Stock Option (Right to Buy)	Award	$0	+900,000		$0.000000	900,000	08 Sep 2025	Class A Common Stock	900,000	$1.99	Direct	F1
transaction	TLYS	Stock Option (Right to Buy)	Award	$0	+900,000		$0.000000	900,000	08 Sep 2025	Class A Common Stock	900,000	$1.99	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.