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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




X0202 SCHEDULE 13D/A 0001959730 XXXXXXXX LIVE 18 Class A Common Stock, $0.001 par value per share 09/03/2026 true 0001524025 886885102 TILLY'S, INC. 10 WHATNEY IRVINE CA 92618 Fund 1 Investments, LLC 804-363-4458 100 Carr 115, Unit 1900 Rincon PR 00677 0001959730 N Fund 1 Investments, LLC AF N DE 5801933.00 0.00 5801933.00 0.00 5801933.00 N 24.9 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 5,801,933 Shares beneficially owned by the Reporting Person is approximately $47,074,010, 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 23,281,157 Shares outstanding as of September 1, 2026, 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 3, 2026. As of the date hereof, the Reporting Person beneficially owned 5,801,933 Shares, constituting approximately 24.9% of the outstanding Shares. Item 5(c) is hereby amended and restated to read as follows: The transactions in the securities of the Issuer by the Reporting Person during the past 60 days are set forth in Exhibit 1 and are incorporated herein by reference. Item 6 is hereby amended to add the following: The Reporting Person has entered into certain cash-settled total return swap agreements (the "Cash-Settled Swaps") with an unaffiliated third-party financial institution, which provide the Reporting Person with economic exposure to an aggregate of 2,261,027 notional Shares, representing approximately 9.7% of the outstanding Shares. The Cash-Settled Swaps provide the Reporting Person with economic results that are comparable to the economic results of ownership, but do not provide the Reporting Person with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Cash-Settled Swaps. Item 7 is hereby amended to add the following exhibit: 1 - Transactions in Securities Fund 1 Investments, LLC /s/ Benjamin C. Cable Benjamin C. Cable, Chief Compliance Officer 09/08/2026