Smith Nathan Michael 4

4 · TILLY'S, INC. · Filed Mar 2, 2026

AI-generated summary of this filing

Updated Mar 2, 2026

Tilly's (TLYS) CEO Nathan Smith Receives Option Awards

What Happened

Nathan Michael Smith, President and Chief Executive Officer of Tilly's (TLYS), was the subject of derivative transactions on 2026-02-26. The filing shows two cancelations of 900,000-option grants (no consideration) and two new option awards of 900,000 options each. Each reported acquisition price is $0.00 on the Form 4 (derivative instruments), meaning no cash changed hands in the cancellation and grant entries.

Key Details

Transaction date: 2026-02-26; Form filed 2026-03-02 (filed within the 2-business-day Form 4 window).
Reported items:
- Two dispositions to issuer (D) — 900,000 options each — canceled by mutual agreement (F1).
- Two grants/awards (A) — 900,000 options each — reported at $0.00.
Shares owned after the transactions: Not specified in the data provided on this filing.
Notable footnotes:
- F1: Options canceled by mutual agreement for no consideration.
- F2: One grant is service-based and vests over four years (25% on Sept 8, 2026, then monthly vesting of 18,750 options through Sept 8, 2029), subject to continued employment.
- F3: One grant is performance-based (maximum 900,000 options may vest based on stock-price performance during the performance period; 10-year term ending Sept 8, 2035). The earned portion will satisfy the service requirement on Aug 18, 2026, subject to continued service.

Context

These are option grant and cancellation entries (derivative transactions), not open-market purchases or sales of common stock. The performance-based award represents a maximum potential grant — actual vested/options earned may be fewer depending on results. The cancellations being “for no consideration” mean no cash was paid to the CEO in connection with the canceled options.

Form 4

Period: 2026-02-26

DirectorSee Remarks

Transactions

Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2]
2026-02-26+900,000→ 0 total
Exercise: $1.99Exp: 2035-09-08→ Class A Common Stock (900,000 underlying)
Award
Stock Option (Right to Buy)
[F2]
2026-02-26+900,000→ 900,000 total
Exercise: $1.99Exp: 2035-09-08→ Class A Common Stock (900,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3]
2026-02-26+900,000→ 0 total
Exercise: $1.99Exp: 2035-09-08→ Class A Common Stock (900,000 underlying)
Award
Stock Option (Right to Buy)
[F3]
2026-02-26+900,000→ 900,000 total
Exercise: $1.99Exp: 2035-09-08→ Class A Common Stock (900,000 underlying)

Footnotes (3)

[F1]The options were canceled by mutual agreement of the reporting person and issuer for no consideration.
[F2]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.
[F3]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.

Signature

/s/ Michael L. Henry, Attorney-in-Fact for Nathan Michael Smith|2026-03-02

1 file