Market Overview

Tilly's, Inc. Announces Proposed Secondary Offering of 8,100,000 Shares of Class A Common Stock


Tilly's, Inc. (NYSE:TLYS) today announced that, subject to market
conditions, certain selling stockholders, including entities affiliated
with Hezy Shaked and Tilly Levine, intend to offer 8,100,000 shares of
our Class A common stock in a registered public offering. The
underwriters will have a 30-day option to purchase up to an additional
1,215,000 shares of common stock from the selling stockholders. We will
not sell any shares in this offering or receive any portion of the
proceeds from this offering.

BofA Merrill Lynch is acting as sole book-running manager for the
proposed offering. B. Riley FBR and Roth Capital Partners are acting as
co-managers for the proposed offering.

The offering of these securities is being made pursuant to a shelf
registration statement, which was declared effective by the Securities
and Exchange Commission ("SEC") on August 3, 2018. A preliminary
prospectus supplement relating to the offering has been filed with the
SEC and will be available at the SEC's website located at
Copies of the preliminary prospectus supplement related to the offering
and accompanying prospectus may be obtained by contacting BofA Merrill
Lynch, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte,
North Carolina 28255-0001, Attention: Prospectus Department, or by email

This press release is neither an offer to sell nor a solicitation of an
offer to buy any Class A common stock, and shall not constitute an offer
or a solicitation of an offer to buy, or a sale of, the Class A common
stock in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of any state or any jurisdiction.

About Tillys

Tillys is a leading specialty retailer of casual apparel, footwear and
accessories for young men, young women, boys and girls with an extensive
assortment of iconic global, emerging, and proprietary brands rooted in
an active and social lifestyle. Tillys is headquartered in Irvine,
California and currently operates 227 total stores, including three RSQ
pop-up stores, across 31 states and its website.

Forward-Looking Statements

Certain statements in this press release and oral statements made from
time to time by our representatives are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995. In particular, statements regarding our future financial and
operating results, including but not limited to future comparable store
sales, future operating income, future net income, future earnings per
share, future gross, operating or product margins, anticipated tax rate,
future impacts of legal settlements, future inventory levels, and market
share and our business and strategy, including but not limited to
expected store openings and closings, expansion of brands and exclusive
relationships, development and growth of our e-commerce platform and
business, promotional strategy, and any other statements about our
future 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, 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, enhance awareness of our brand and brand
image, general consumer spending patterns and levels, the effect of
weather, 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 from the SEC's website
and from our website at
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 and in our other filings with the SEC.

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