株探米国株
日本語 英語
エドガーで原本を確認する
false000152402500015240252025-12-032025-12-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
FORM 8-K
_______________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 3, 2025
_______________________________________________
TILLY’S, INC.
(Exact Name of Registrant as Specified in its Charter)  
Delaware
1-35535
45-2164791
(State of Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
10 Whatney
Irvine, California 92618
(Address of Principal Executive Offices) (Zip Code)
(949) 609-5599
(Registrant’s Telephone Number, Including Area Code)
  ______________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share TLYS New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 2.02
Results of Operations and Financial Condition
On December 3, 2025, Tilly's, Inc. (the "Company") issued an earnings press release for the third quarter ended November 1, 2025. The press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01
Financials Statements and Exhibits
The following exhibits are being furnished herewith.
(d)    Exhibits.
Exhibit No.
Exhibit Title or Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
TILLY’S, INC.
Date: December 3, 2025 By:  /s/ Michael L. Henry
Name:   Michael L. Henry
Title:   Executive Vice President, Chief Financial Officer


                                                    
 


EX-99.1 2 q3fy2025earningsrelease.htm EX-99.1 Document

Exhibit 99.1
tillyslogoa.jpg
Tilly's, Inc. Exceeds Fiscal 2025 Third Quarter Earnings Outlook
Comparable Net Sales Growth in Third Quarter and Early Stages of Fourth Quarter

Irvine, CA – December 3, 2025 – Tilly’s, Inc. (NYSE: TLYS, the "Company") today announced financial results for the third quarter of fiscal 2025 ended November 1, 2025.
"The third quarter of fiscal 2025 produced our first quarter with comparable net sales growth since the fourth quarter of fiscal 2021, and that positive momentum has continued into this year's fourth quarter," commented Nate Smith, President and Chief Executive Officer. "Our third quarter results exceeded our expectations, which we believe demonstrates the effectiveness of our initiatives and our team's ability to execute. Great effort has gone into getting our business to this point, but we also recognize the work that remains to return the company to profitable growth. I am excited to be here with this team as we strive to continue building forward momentum in the fourth quarter and into fiscal 2026."
Operating Results Overview
Fiscal 2025 Third Quarter Compared to Fiscal 2024 Third Quarter
The following comparisons refer to the Company's operating results for the third quarter of fiscal 2025 ended November 1, 2025 versus the third quarter of fiscal 2024 ended November 2, 2024.
•Total net sales were $139.6 million, a decrease of 2.7%. Total comparable net sales, including both physical stores and e-commerce ("e-com"), increased by 2.0%.
◦Net sales from physical stores were $110.3 million, a decrease of 0.9%. The Company ended the third quarter with 230 total stores, a decrease of 16 stores or 6.5%, compared to 246 total stores at the end of the third quarter last year. Comparable store net sales from physical stores increased by 5.3% relative to the comparable 13-week period ended November 2, 2024. Net sales from physical stores represented 79.0% of total net sales this year compared to 77.6% of total net sales last year.
◦Net sales from e-com were $29.3 million, a decrease of 9.0%. This decrease was primarily attributable to a 51.0% decrease in the amount of clearance selling relative to last year's third quarter. E-com net sales represented 21.0% of total net sales this year compared to 22.4% of total net sales last year.
•Gross profit, including buying, distribution, and occupancy costs, was $42.6 million, or 30.5% of net sales, compared to $37.2 million, or 25.9% of net sales, last year. Product margins improved by 390 basis points primarily due to the combination of higher initial markups and lower markdowns as a result of operating with reduced, more current inventory. Buying, distribution, and occupancy costs improved by 70 basis points and $2.0 million, collectively, primarily due to decreased occupancy costs associated with reduced store count.
•Selling, general and administrative ("SG&A") expenses were $44.5 million, or 31.9% of net sales, compared to $51.3 million, or 35.7% of net sales, last year. The $6.7 million decrease in SG&A was primarily attributable to decreases in store payroll and related benefits of $1.5 million, e-com fulfillment labor of $1.5 million, and non-cash asset write-down charges of $1.1 million, among several other smaller reductions in various expenses.
•Operating loss improved to $1.9 million, or 1.4% of net sales, compared to $14.1 million, or 9.8% of net sales, last year, due to the combined impact of the factors noted above.
•Income tax expense was $25 thousand, or (1.8)% of pre-tax loss, compared to income tax benefit of $5 thousand, or 0.0% of pre-tax loss, last year. Both quarters' income tax results include the continuing impact of a full, non-cash deferred tax asset valuation allowance. This quarter's income tax expense includes state net margin taxes, despite the Company's pre-tax loss position.
1



•Net loss improved to $1.4 million, or $0.05 per share, from $12.9 million, or $0.43 per share, last year, representing an improvement of $11.5 million, or $0.38 per share, compared to last year. Weighted average shares were 30.1 million for both periods.
Fiscal 2025 Year-to-Date Third Quarter Compared to Fiscal 2024 Year-to-Date Third Quarter
The following comparisons refer to the Company's operating results for the first 39 weeks of fiscal 2025 ended November 1, 2025 versus the first 39 weeks of fiscal 2024 ended November 2, 2024.
◦Total net sales were $398.5 million, a decrease of 5.6%. Total comparable net sales, including both physical stores and e-commerce ("e-com"), decreased by 3.0%.
▪Net sales from physical stores were $319.0 million, a decrease of 5.2%. Comparable store net sales from physical stores decreased by 1.9% relative to the comparable 39-week period ended November 2, 2024. Net sales from physical stores represented 80.0% of total net sales this year compared to 79.7% of total net sales last year.
▪Net sales from e-com were $79.5 million, a decrease of 7.3%. This decrease was due in part to a 22.6% decrease in the amount of clearance selling relative to last year. E-com net sales represented 20.0% of total net sales this year compared to 20.3% of total net sales last year.
◦Gross profit, including buying, distribution, and occupancy costs, was $113.0 million, or 28.4% of net sales, compared to $111.4 million, or 26.4% of net sales, last year. Product margins improved by 230 basis points primarily due to higher initial markups and lower markdowns as a result of operating with reduced, more current inventory. Buying, distribution, and occupancy costs deleveraged by 30 basis points, despite being $5.2 million lower than last year, collectively, primarily due to carrying these costs against a lower level of net sales this year. Occupancy costs decreased by $4.3 million primarily due to operating 16 fewer net stores compared to last year.
◦Selling, general and administrative ("SG&A") expenses were $134.9 million, or 33.9% of net sales, compared to $147.1 million, or 34.9% of net sales, last year. The $12.2 million reduction in SG&A was primarily attributable to decreases in store payroll and related benefits of $4.4 million, non-cash asset write-down charges of $2.5 million, and e-com fulfillment labor of $1.8 million, among several other smaller reductions in various expenses.
◦Operating loss improved to $21.9 million, or 5.5% of net sales, compared to $35.7 million, or 8.5% of net sales, last year, due to the combined impact of the factors noted above.
◦Income tax benefit was $155 thousand, or 0.8% of pre-tax loss, compared to $22 thousand, or 0.1% of pre-tax loss, last year. Both years' income tax results include the continuing impact of a full, non-cash deferred tax asset valuation allowance. The income tax rate for fiscal 2025 also includes the refund of certain income tax credit carryback and state net operating loss carryback claims.
◦Net loss improved to $20.4 million, or $0.68 per share, compared to $32.6 million, or $1.08 per share, last year, representing an improvement of $12.2 million, or $0.40 per share, compared to last year. Weighted average shares were 30.1 million this year compared to 30.0 million last year.
Balance Sheet and Liquidity
As of November 1, 2025, the Company had total available liquidity of $100.7 million, comprised of $39.0 million of cash and cash equivalents and $61.6 million of available, undrawn borrowing capacity under its asset-backed credit facility. Total inventories decreased by 12.8% compared to the end of the third quarter last year. Total year-to-date capital expenditures at the end of the third quarter were $3.4 million this year compared to $6.7 million at the end of the third quarter of fiscal 2024.





2



Fiscal 2025 Fourth Quarter Outlook
Total comparable net sales for the fourth quarter of fiscal 2025 through December 2, 2025, increased by 6.7% relative to the comparable period ended December 3, 2024. Based on current and historical trends, the Company currently estimates the following for the fourth quarter of fiscal 2025 ending January 31, 2026:
•Net sales in the range of approximately $146 million to $151 million, translating to an estimated comparable net sales range of an increase of 4% to 8%, respectively, relative to the comparable period last year;
•Product margin improvement of approximately 300 to 350 basis points relative to last year's fourth quarter;
•SG&A expenses to be approximately $50 million to $51 million, excluding any potential non-cash asset impairment charges that may arise;
•Net loss of approximately $5.6 million to $3.5 million, respectively, with a near-zero effective income tax rate due to the continuing impact of a full, non-cash valuation allowance on deferred tax assets; and
•Per share results to be in the range of a net loss of $0.19 to $0.12, respectively, compared to a net loss per share of $0.45 for last year's fourth quarter, with an estimated weighted average shares of approximately 30.1 million.
•Total fiscal year-ending store count of 223, a decrease of 7.1% from 240 total stores at the end of fiscal 2024, assuming seven store closures during the fourth quarter of fiscal 2025. The amount of store closures may increase based on the outcome of certain store lease negotiations yet to be completed prior to the end of the fiscal year.
Conference Call Information
A conference call with analysts to discuss these financial results is scheduled for today, December 3, 2025, at 4:30 p.m. ET (1:30 p.m. PT). Analysts interested in participating in the call are invited to dial (877) 300-8521 (domestic) or (412) 317-6026 (international). The conference call will also be available to interested parties through a live webcast at www.tillys.com. Please visit the website and select the “Investor Relations” link at least 15 minutes prior to the start of the call to register and download any necessary software. A telephone replay of the call will be available until December 10, 2025, by dialing (844) 512-2921 (domestic) or (412) 317-6671 (international) and entering the conference identification number: 10204552.
About Tillys
Tillys is a destination specialty retailer of casual apparel, footwear, and accessories for young men, young women, boys and girls with an extensive selection of iconic global, emerging, and proprietary brands rooted in an active, outdoor and social lifestyle. Tillys is headquartered in Irvine, California and currently operates 230 total stores across 33 states, as well as its website, www.tillys.com.
3



Forward-Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements regarding our current operating expectations in light of historical results, the improvement in our comparable net sales trend and our ability to maintain or improve upon it, the impacts of inflation, tariffs, and potential recession on us and our customers, including on our future financial condition or operating results, expectations regarding changes in the macro-economic environment, customer traffic, our supply chain, our ability to properly manage our inventory levels, and any other statements about our future cash position, financial flexibility, expectations, plans, intentions, beliefs or prospects expressed by management are forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs, but they involve a number of risks and uncertainties that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to the impact of inflation on consumer behavior and our business and operations, supply chain difficulties, and our ability to respond thereto, our ability to respond to changing customer preferences and trends, attract customer traffic at our stores and online, execute our growth and long-term strategies, expand into new markets, grow our e-commerce business, effectively manage our inventory and costs, effectively compete with other retailers, attract talented employees, or enhance awareness of our brand and brand image, general consumer spending patterns and levels, including changes in historical spending patterns, the markets generally, our ability to satisfy our financial obligations, including under our credit facility and our leases, and other factors that are detailed in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”), including those detailed in the section titled “Risk Factors” and in our other filings with the SEC, which are available on the SEC’s website at www.sec.gov and on our website at www.tillys.com under the heading “Investor Relations”. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We do not undertake any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. This release should be read in conjunction with our financial statements and notes thereto contained in our Form 10-K.
4



Tilly’s, Inc.
Consolidated Balance Sheets
(In thousands, except par value)
(unaudited)
November 1,
2025
February 1,
2025
November 2,
2024
ASSETS
Current assets:
Cash and cash equivalents $ 39,041  $ 21,056  $ 26,407 
Marketable securities —  25,653  25,321 
Receivables 4,685  4,094  6,136 
Merchandise inventories 80,655  69,178  92,481 
Prepaid expenses and other current assets 10,747  10,979  11,781 
Total current assets 135,128  130,960  162,126 
Operating lease assets 145,604  169,805  181,117 
Property and equipment, net 34,373  40,139  42,603 
Other assets 1,968  1,559  1,424 
TOTAL ASSETS $ 317,073  $ 342,463  $ 387,270 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 37,223  $ 11,120  $ 32,577 
Accrued expenses 12,527  12,750  12,771 
Deferred revenue 12,651  14,116  13,333 
Accrued compensation and benefits 6,920  9,418  8,127 
Current portion of operating lease liabilities 41,367  48,384  49,944 
Current portion of operating lease liabilities, related party 3,662  3,423  3,345 
Other liabilities 80  172  210 
Total current liabilities 114,430  99,383  120,307 
Long-term liabilities:
Noncurrent portion of operating lease liabilities 107,840  126,216  135,724 
Noncurrent portion of operating lease liabilities, related party 13,074  15,844  16,736 
Other liabilities 112  149  192 
Total long-term liabilities 121,026  142,209  152,652 
Total liabilities 235,456  241,592  272,959 
Stockholders’ equity:
Common stock (Class A) 23  23  23 
Common stock (Class B)
Preferred stock —  —  — 
Additional paid-in capital 176,172  174,829  174,516 
Accumulated deficit (94,585) (74,191) (60,527)
Accumulated other comprehensive income —  203  292 
Total stockholders’ equity 81,617  100,871  114,311 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 317,073  $ 342,463  $ 387,270 

5



Tilly’s, Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)
  Thirteen Weeks Ended Thirty-Nine Weeks Ended
  November 1,
2025
November 2,
2024
November 1,
2025
November 2,
2024
Net sales $ 139,587  $ 143,442  $ 398,454  $ 422,165 
Cost of goods sold (includes buying, distribution, and occupancy costs) 96,068  105,314 282,684  307,939 
Rent expense, related party 932  931 2,796  2,796 
Total cost of goods sold (includes buying, distribution, and occupancy costs) 97,000  106,245 285,480  310,735 
Gross profit 42,587  37,197 112,974  111,430 
Selling, general and administrative expenses 44,371  51,118 134,503  146,734 
Rent expense, related party 134  133 400  397 
Total selling, general and administrative expenses 44,505  51,251 134,903  147,131 
Operating loss (1,918) (14,054) (21,929) (35,701)
Other income, net 536  1,174 1,380  3,114 
Loss before income taxes (1,382) (12,880) (20,549) (32,587)
Income tax expense (benefit) 25  (5) (155) (22)
Net loss $ (1,407) $ (12,875) $ (20,394) $ (32,565)
Basic net loss per share of Class A and Class B common stock $ (0.05) $ (0.43) $ (0.68) $ (1.08)
Diluted net loss per share of Class A and Class B common stock $ (0.05) $ (0.43) $ (0.68) $ (1.08)
Weighted average basic shares outstanding 30,115  30,060  30,089  30,017 
Weighted average diluted shares outstanding 30,115  30,060  30,089  30,017 




















6



Tilly’s, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
  Thirty-Nine Weeks Ended
  November 1,
2025
November 2,
2024
Cash flows from operating activities
Net loss $ (20,394) $ (32,565)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 8,143  9,586 
Stock-based compensation expense 1,343  1,744 
Impairment of assets 1,144  3,605 
Loss (gain) on disposal of assets 28  (45)
Gain on maturities of marketable securities (363) (1,449)
Changes in operating assets and liabilities:
Receivables (329) 611 
Merchandise inventories (11,477) (29,322)
Prepaid expenses and other assets (219) 900 
Accounts payable 26,103  18,047 
Accrued expenses 309  (159)
Accrued compensation and benefits (2,498) (1,775)
Operating lease liabilities (4,704) (5,422)
Deferred revenue (1,465) (1,624)
Other liabilities (129) (335)
Net cash used in operating activities (4,508) (38,203)
Cash flows from investing activities
Purchases of marketable securities —  (59,557)
Purchases of property and equipment (3,353) (6,678)
Proceeds from maturities of marketable securities 25,816  83,500 
Proceeds from sale of property and equipment 30  24 
Net cash provided by investing activities 22,493  17,289 
Cash flows from financing activities
Proceeds from exercise of stock options —  294 
Net cash provided by financing activities —  294 
Change in cash and cash equivalents 17,985  (20,620)
Cash and cash equivalents, beginning of period 21,056  47,027 
Cash and cash equivalents, end of period $ 39,041  $ 26,407 








7



Tilly's, Inc.
Store Count and Square Footage

Store
 Count at
 Beginning of Quarter
New Stores
 Opened
During Quarter
Stores
 Permanently Closed
During Quarter
Store Count at
 End of Quarter
Total Gross
 Square Footage
 End of Quarter
 (in thousands)
2024 Q1 248 2 4 246 1,784
2024 Q2 246 1 247 1,791
2024 Q3 247 1 246 1,780
2024 Q4 246 4 10 240 1,730
2025 Q1 240 1 3 238 1,707
2025 Q2 238 1 7 232 1,657
2025 Q3 232 2 4 230 1,642


Investor Relations Contact:
Michael Henry, Executive Vice President, Chief Financial Officer
(949) 609-5599, ext. 17000
irelations@tillys.com

8