Nathan Michael Smith at Tilly's (TLYS) cancels and reworks option grants

Rhea-AI Filing Summary

TILLY'S, INC. director and officer Nathan Michael Smith reported a restructuring of his stock option awards. On February 26, 2026, previously granted options covering 900,000 shares were canceled by mutual agreement with the company for no consideration. On the same date, he received new stock option grants covering 900,000 shares each.

One new award vests over four years, with 25% vesting on September 8, 2026 and monthly vesting of 18,750 options through September 8, 2029, subject to continued employment. Another award is performance-based, with options potentially earned over a performance period through the option’s 10‑year life ending on September 8, 2035, up to a maximum of 900,000 shares based on stock price performance and service through August 18, 2026.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Smith Nathan Michael

Role See Remarks

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	900,000	$0.00	--
Grant/Award	Stock Option (Right to Buy)	900,000	$0.00	--
Disposition	Stock Option (Right to Buy)	900,000	$0.00	--
Grant/Award	Stock Option (Right to Buy)	900,000	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct)

Footnotes (1)

1. The options were canceled by mutual agreement of the reporting person and issuer for no consideration. The options vest over four years, with the first 25% of the grant vesting on September 8, 2026, and monthly vestings 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.

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
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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)
02/26/2026

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	02/26/2026		D		900,000		(1)(2)	09/08/2035	Class A Common Stock	900,000	$0	0	D
Stock Option (Right to Buy)	$1.99	02/26/2026		A		900,000		(2)	09/08/2035	Class A Common Stock	900,000	$0	900,000	D
Stock Option (Right to Buy)	$1.99	02/26/2026		D		900,000		(1)(3)	09/08/2035	Class A Common Stock	900,000	$0	0	D
Stock Option (Right to Buy)	$1.99	02/26/2026		A		900,000		(3)	09/08/2035	Class A Common Stock	900,000	$0	900,000	D

Explanation of Responses:

1. The options were canceled by mutual agreement of the reporting person and issuer for no consideration.

2. The options vest over four years, with the first 25% of the grant vesting on September 8, 2026, and monthly vestings 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.

3. 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	03/02/2026
	** 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).
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FAQ

What insider transactions did Nathan Michael Smith report for Tilly's (TLYS)?

Nathan Michael Smith reported canceling previously granted stock options for 900,000 shares for no consideration and receiving new option grants covering 900,000 shares each on February 26, 2026, all relating to Tilly's, Inc. equity compensation.

How many Tilly's (TLYS) stock options were canceled in this Form 4?

The filing shows stock options covering 900,000 shares were canceled by mutual agreement between Nathan Michael Smith and Tilly’s, Inc. The cancellation was for no consideration, meaning Smith did not receive cash or other value directly for giving up those options.

What new stock option grants did Nathan Michael Smith receive from Tilly's (TLYS)?

Smith received new stock option awards covering 900,000 shares each. One grant follows a time-based vesting schedule, while another is performance-based, with the reported quantity representing the maximum number of shares that may vest based on future stock price performance and service.

What is the vesting schedule for Nathan Michael Smith’s time-based Tilly's (TLYS) options?

The time-based options vest over four years. The first 25% vests on September 8, 2026, followed by monthly vesting of 18,750 options through September 8, 2029, contingent on Smith’s continued employment with Tilly’s through each applicable vesting date.

How do the performance-based stock options for Tilly's (TLYS) work in this filing?

The performance-based options may be earned based on Tilly’s stock price performance during a defined performance period through the option’s 10-year life ending on September 8, 2035. Up to 900,000 shares may vest, with earned options satisfying a service requirement on August 18, 2026.

Did Nathan Michael Smith receive cash for canceling Tilly's (TLYS) stock options?

No cash was received for the cancellation. The filing states the options were canceled by mutual agreement between Nathan Michael Smith and Tilly’s, Inc. for no consideration, meaning there was no direct cash or other immediate value exchanged for the canceled options.