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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
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TILLY'S, INC. (Name of Issuer) |
Class A Common Stock, $0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
Fund 1 Investments, LLC 100 Carr 115, Unit 1900, Rincon, PR, 00677 804-363-4458 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/03/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Fund 1 Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,801,933.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
24.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.001 par value per share |
| (b) | Name of Issuer:
TILLY'S, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
10 WHATNEY, IRVINE,
CALIFORNIA
, 92618. |
| Item 3. | Source and Amount of Funds or Other Consideration |
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. | Interest in Securities of the Issuer |
| (a) | 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. |
| (c) | 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. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
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. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
1 - Transactions in Securities |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit 1
Transactions in the Securities of the Issuer During the Past 60 Days
| Nature of the Transaction |
Amount of Securities Purchased/(Sold) |
Price ($) |
Date of Purchase/Sale |
FUND 1 INVESTMENTS, LLC
| Sale of Class A Common Stock | (863,726) | $4.6686 | 09/03/2026 |
| Sale of Class A Common Stock | (526,474) | $4.1436 | 09/03/2026 |
| Sale of Class A Common Stock | (252,725) | $4.5893 | 09/03/2026 |
| Sale of Class A Common Stock | (1,330) | $4.3591 | 09/03/2026 |
| Sale of Class A Common Stock | (377,129) | $4.4955 | 09/04/2026 |
| Sale of Class A Common Stock | (19,764) | $4.3667 | 09/04/2026 |
| Sale of Class A Common Stock | (34,115) | $4.5206 | 09/04/2026 |
| Sale of Class A Common Stock | (1,102) | $4.5036 | 09/04/2026 |
| Sale of Class A Common Stock | (174,870) | $4.1717 | 09/08/2026 |
| Sale of Class A Common Stock | (5,100) | $4.2449 | 09/08/2026 |