Tilly's Inc.

03/02/2026 | Press release | Distributed by Public on 03/02/2026 05:01

Management Change/Compensation (Form 8-K)

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Third Amended and Restated Tilly's 2012 Equity and Incentive Award Plan
On February 26, 2026, the Board of Directors (the "Board") of Tilly's, Inc. (the "Company") approved, and the Company executed, an amendment (the "Amendment") to the Company's Third Amended and Restated Tilly's 2012 Equity and Incentive Award Plan (the "2012 Plan" and as amended by the Amendment, the "Amended 2012 Plan"). The Amendment amends the 2012 Plan to increase the maximum aggregate number of shares of the Company's Class A common stock that may be subject to one or more awards granted to any person pursuant to the 2012 Plan during any calendar year to 2,500,000 shares.
The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by the terms of the Amendment, a form of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Chief Executive Officer Stock Options
On 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 execution of the Amendment, the Compensation Committee of the Board approved and the Company granted new options to Mr. 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.
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