Tilly’s Inc-A 2025年度报告

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission File Number: 001-35535 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesNo Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and "emerging growthcompany" in Rule 12b-2 of the Exchange Act: Accelerated filer:☐Smallerreportingcompany:Emerging growth company:☐ Largeacceleratedfiler:Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No As of August 1, 2025, the last trading day of the registrant's most recently completed second quarter, the aggregate market value of voting stock heldby non-affiliates of the registrant was $15,363,799 based on the closing price of the registrant's common stock of $1.70 per share. As of April6, 2026, the registrant had 23,168,562 shares of ClassA common stock, par value $0.001 per share, outstanding, and 7,306,108 shares ofClass B common stock, par value $0.001 per share, outstanding. Portions of the registrant's proxy statement (the "Proxy Statement") for its Annual Meeting of Stockholders anticipated to be held June 10, 2026 areincorporated by reference into Part III of this Annual Report on Form 10-K. Only those portions of the Proxy Statement which are specificallyincorporated by reference herein shall constitute a part of this Annual Report on Form 10-K. TABLE OF CONTENTS PART I Item1.BusinessItem1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.Cyber SecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6.[Reserved.]Item 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.Quantitative and Qualitative Disclosures About Market RiskItem 8.Financial Statements and Supplementary DataItem 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A.Controls and ProceduresItem 9B.Other InformationItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections PARTIII Item 10.Directors, Executive Officers and Corporate GovernanceItem 11.Executive CompensationItem12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13.Certain Relationships and Related Transactions, and Director IndependenceItem 14.Principal Accounting Fees and Services PARTIV Item15.Exhibits, Financial Statement SchedulesItem 16.Form 10-K Summary Signatures Forward-Looking Statements This Report contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements ofhistorical or current fact included in this Report are forward-looking statements. Forward-looking statements refer to our currentexpectations and projections relating to our financial condition, results of operations, plans, objectives, strategies, future performanceand business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Thesestatements may include words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “might”,“will”, “should”, “can have”, “likel