UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________

FORM 8-K

_______________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~February~~March 2610, 2026

_______________________________________________

TILLY’S, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-35535

45-2164791

(State of Incorporation)

(Commission File Number)

(IRS Employer
Identification Number)

10 Whatney

Irvine, California 92618

(Address of Principal Executive Offices) (Zip Code)

(949) 609-5599

(Registrant’s Telephone Number, Including Area Code)

______________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share	TLYS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02			Results of Operations and Financial Condition

On March 11, 2026, Tilly's, Inc. (the "Company") issued an earnings press release for the fourth quarter and full year ended January 31, 2026. The press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Amendment~~On and effective March 10, 2026, the Company promoted Michael J. Cingolani, age 48, to ~~Third~~serve ~~Amended~~as ~~and~~the ~~Restated~~Company’s ~~Tilly'~~Executive Vice President, Chief Merchandising Officer. Mr. Cingolani was previously serving as the Company’s ~~2012~~Senior ~~Equity~~Vice ~~and~~President, ~~Incentive~~General ~~Award~~Merchandising ~~Plan~~Manager since November 8, 2024.

OnMr. ~~February~~Cingolani ~~26,~~will ~~2026,~~receive ~~the~~an ~~Board~~annual ofbase ~~Directors~~salary ~~(the “Board”)~~ of ~~Tilly’s~~$500,000 ~~Inc. (the “Company”) approved,~~ and the ~~Company~~opportunity ~~executed,~~to earn an ~~amendment~~annual ~~(the~~cash ~~“Amendment”)~~bonus totargeted ~~the~~at ~~Company’s~~an ~~Third~~amount ~~Amended~~equal ~~and~~to ~~Restated~~75% ~~Tilly's~~of ~~2012~~his ~~Equity~~annual ~~and~~base ~~Incentive~~salary ~~Award~~with ~~Plan~~a ~~(the~~maximum ~~“2012~~amount ~~Plan”~~equal ~~and~~to as150% ~~amended~~of byhis ~~the~~annual ~~Amendment,~~base ~~the “Amended 2012 Plan”)~~salary. ~~The~~Mr. ~~Amendment~~Cingolani’s ~~amends~~annual ~~the~~cash ~~2012~~bonus ~~Plan~~for tofiscal ~~increase~~2026 ~~the~~will ~~maximum~~be ~~aggregate~~based ~~number~~on ofexceeding ~~shares of~~ the Company’s ~~Class~~budgeted Acomparable ~~common~~net ~~stock~~sales ~~that~~and ~~may~~pre-bonus beoperating ~~subject~~income ~~to one or more awards granted to any person pursuant to the 2012 Plan during any calendar year to 2,500,000 shares~~targets.

The ~~foregoing~~information ~~description~~required ofby ~~the~~Items ~~Amendment~~401(b), is(d), ~~not~~and ~~complete~~(e) and isItem ~~subject~~404(a) toof ~~and~~Regulation ~~qualified~~S-K inregarding ~~its~~Mr. ~~entirety~~Cingolani bywas ~~the~~previously ~~terms~~reported ofin the ~~Amendment,~~Company’s aDefinitive ~~form~~Proxy ofStatement ~~which~~filed iswith ~~filed~~the ~~herewith~~SEC ason ~~Exhibit~~April ~~10.1~~21, 2025, and is incorporated ~~herein~~ by reference herein.

~~Chief~~Item ~~Executive~~9.01 ~~Officer~~Financials ~~Stock~~Statements ~~Options~~and Exhibits

OnThe February 26, 2026, the Company and Nathan Smith, the Company’s President and Chief Executive Officer, mutually agreed to cancel the time-based option to purchase 900,000 shares of the Company’s common stock and the performance-based option to purchase 900,000 shares of Company’s common stock, in each case, that were previously granted to Mr. Smith in September 2025 in connection with his commencement of employment (the “Original Smith Options”). Immediately following ~~the~~exhibits ~~execution~~are ofbeing ~~the~~furnished ~~Amendment, the Compensation Committee of the Board approved and the Company granted new options to Mr~~herewith. Smith under the Amended 2012 Plan in the same amounts and pursuant to the same terms and conditions as the Original Smith Options, including the same exercise price, vesting conditions and dates, and expiration dates.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Exhibit Title or Description
10.1			Amendment to Third Amended and Restated Tilly's 2012 Equity and Incentive Award Plan
99.1			Press Release of Tilly's, Inc., dated March 11, 2026.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TILLY’S, INC.
Date: February 27, 2026	By:	/s/ Michael L. Henry
Date: March 11, 2026	By:	/s/ Michael L. Henry
	Name:	Michael L. Henry
	Title:	Executive Vice President, Chief Financial Officer

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