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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0000929638-23-000841 0001959730 XXXXXXXX LIVE 17 Class A Common Stock, $0.001 par value per share 10/03/2025 true 0001524025 886885102 TILLY'S, INC. 10 WHATNEY IRVINE CA 92618 Benjamin C. Cable, COO 804-363-4458 Fund 1 Investments, LLC 100 Carr 115, Unit 1900 Rincon PR 00677 0001959730 N Fund 1 Investments, LLC AF N DE 8058268.00 0.00 8058268.00 0.00 8058268.00 N 34.8 HC OO Class A Common Stock, $0.001 par value per share TILLY'S, INC. 10 WHATNEY IRVINE CA 92618 Item 3 is hereby amended and restated to read as follows: The shares of Class A Common Stock, $0.001 par value per share, of the Issuer (the "Shares") beneficially owned by the Reporting Person were purchased with working capital of the Funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 8,058,268 Shares beneficially owned by the Reporting Person is approximately $66,541,551, including brokerage commissions. Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based on 23,167,562 Shares outstanding as of September 2, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 4, 2025. As of the date hereof, the Reporting Person beneficially owned 8,058,268 Shares, constituting approximately 34.8% of the outstanding Shares. Item 5(c) is hereby amended and restated to read as follows: On October 3, 2025, the Reporting Person distributed 116,611 Shares to certain unaffiliated limited partners on a pro rata basis for no consideration. Other than this distribution, the Reporting Person has not entered into any transactions in the Shares during the past sixty days. Fund 1 Investments, LLC /s/ Benjamin C. Cable Benjamin C. Cable, Chief Operating Officer 10/08/2025