Smith Nathan Michael 4

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.