TLYS on NYSE

Tillys

American retail clothing company

Tillys (originally known as World of Jeans and Tops and Tilly's) is an American retail clothing company that sells an assortment of branded apparel, accessories, shoes, and more. Tillys is headquartered and operated from Irvine, California.3 Its shares trade on NYSE under the symbol TLYS.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

$553.6MRevenue, fiscal 20265
-$17.5MNet income, fiscal 20265
1982Founded1

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  • TickerTLYS on NYSE1
  • Industryretail1
  • HeadquartersIrvine1
  • Websitewww.tillys.com
  • Incorporated inDE6
  • Business address10 Whatney, Irvine, Ca 926186
  • Filer categoryNon-accelerated filer, Smaller reporting company6
  • Legal formCorporation4
  • LEI5299000V5SUHRBPEUA934
  • StatusActive4
  • LEI statusIssued and current4
  • Registered addressc/o CORPORATION SERVICE COMPANY, 251 LITTLE FALLS DRIVE, 19808 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 47820134
Tillys in King of Prussia Mall
Photo: Dough4872, CC BY-SA 4.0, via Wikimedia Commons9

Tillys (originally known as World of Jeans and Tops and Tilly's) is an American retail clothing company that sells an assortment of branded apparel, accessories, shoes, and more. Tillys is headquartered and operated from Irvine, California.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

29.7%Gross margin5
-3.5%Operating margin5
-3.2%Net margin5
-2.8%Revenue growth, 20265
-20.5%Return on equity5
-$589.0KFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Retail Store brought in 77% of the revenue Tillys broke down this way in fiscal 2026.

  1. Retail Store$431.1M577%down 3% from 2025
  2. E-commerce - Company websites$122.5M522%down 2% from 2025
  3. Shipping and Handling$4.8M51%down 4% from 2025
Products and services by year
Products and services202420252026
Retail Store$485.6M$444.7M$431.1M
E-commerce - Company websites$137.5M$124.7M$122.5M
Shipping and Handling$5.6M$5.0M$4.8M

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue68¢$389.1M
  • Selling, general and admin32¢$183.8M
  • Income tax0¢$137.0K

Out of $553.6M in revenue.5 The company lost money this year.

Where each dollar of operating cash went, fiscal 2026

  • Capital spending100¢$4.7M

Out of $4.1M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.5

Financial statements

Revenue10111213145$553.6M in 2026−8% since 2019
0$200.0M$400.0M$600.0M$800.0M2019: $598.5M$598.5M20192020: $619.3M$619.3M2020+3%2021: $531.3M$531.3M2021−14%2022: $775.7M$775.7M2022+46%2023: $672.3M$672.3M2023−13%2024: $623.1M$623.1M2024−7%2025: $569.5M$569.5M2025−9%2026: $553.6M$553.6M2026−3%
Gross profit15111213145$164.5M in 2026−9% since 2019
0$100.0M$200.0M$300.0M2019: $180.9M$180.9M20192020: $186.7M$186.7M2020+3%2021: $142.2M$142.2M2021−24%2022: $276.7M$276.7M2022+95%2023: $202.7M$202.7M2023−27%2024: $165.7M$165.7M2024−18%2025: $149.7M$149.7M2025−10%2026: $164.5M$164.5M2026+10%
Operating income15111213145-$19.3M in 2026
-$50.0M0$50.0M$100.0M2019: $31.5M$31.5M20192020: $28.5M$28.5M2020−10%2021: -$3.0M-$3.0M20212022: $87.6M$87.6M20222023: $11.2M$11.2M2023−87%2024: -$31.0M-$31.0M20242025: -$49.8M-$49.8M2025+61%2026: -$19.3M-$19.3M2026−61%
Net income15111213145-$17.5M in 2026
-$50.0M0$50.0M$100.0M2019: $24.9M$24.9M20192020: $22.6M$22.6M2020−9%2021: -$1.1M-$1.1M20212022: $64.2M$64.2M20222023: $9.7M$9.7M2023−85%2024: -$34.5M-$34.5M20242025: -$46.2M-$46.2M2025+34%2026: -$17.5M-$17.5M2026−62%

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2026-01-312025-01-312024-01-31
Net sales$553.6M$569.5M$623.1M
Cost of goods sold (includes buying, distribution, and occupancy costs)$385.4M$416.0M$453.7M
Rent expense, related party$3.7M$3.7M$3.7M
Cost of goods sold (includes buying, distribution, and occupancy costs)$389.1M$419.8M$457.4M
Gross profit$164.5M$149.7M$165.7M
Selling, general and administrative expenses$183.3M$199.0M$196.1M
Rent expense, related party$534.0K$532.0K$533.0K
Selling, general and administrative expenses$183.8M$199.5M$196.6M
Operating loss-$19.3M-$49.8M-$31.0M
Other income, net$1.8M$3.8M$5.2M
Loss before income taxes-$17.6M-$46.0M-$25.8M
Income tax (benefit) expense-$137.0K$217.0K$8.7M
Net loss-$17.5M-$46.2M-$34.5M
Diluted loss per share (in dollars per share)-$0.58-$1.54-$1.16
Weighted average basic shares outstanding (in shares)30.1M shares30.0M shares29.8M shares
Weighted average diluted shares outstanding (in shares)30.1M shares30.0M shares29.8M shares

Compare Tillys with another company

Corporate structure

Tillys sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Tillys

  • Tillys Wilmington, Delaware, United States
    • World of Jeans & Tops Subsidiary · California, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Tillys reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Machinery and equipment$33.5M5 Jan 31, 2026$34.0M5 Feb 1, 2025−1.5%
Furniture and fixtures$41.8M5 Jan 31, 2026$44.5M5 Feb 1, 2025−6.1%
Leasehold improvements$150.3M5 Jan 31, 2026$156.5M5 Feb 1, 2025−3.9%
Construction in progress$4.4M5 Jan 31, 2026$2.9M5 Feb 1, 2025+50.4%
Property and equipment, before depreciation$281.4M5 Jan 31, 2026$289.0M5 Feb 1, 2025−2.6%
Property and equipment, net$33.5M5 Jan 31, 2026$40.1M5 Feb 1, 2025−16.5%
Operating-lease assets (leased space)$150.4M5 Jan 31, 2026$169.8M5 Feb 1, 2025−11.4%

Real estate and locations

ItemLatestA year beforeChange
Stores2235 Jan 31, 202624014 Feb 1, 2025−7.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$46.3M5 Jan 31, 2026$21.1M5 Feb 1, 2025+120.0%
Marketable securities, current$05 Jan 31, 2026$25.7M5 Feb 1, 2025−100.0%
Debt securities available for sale$25.7M5 Jan 31, 2026$25.7M14 Feb 1, 20250%

Inventory

ItemLatestA year beforeChange
Inventory, total$61.7M5 Jan 31, 2026$69.2M5 Feb 1, 2025−10.8%

Properties, in its own words

We lease approximately 172,000 square feet for our corporate headquarters and retail support and distribution center located at 10 Whatney and 12 Whatney, Irvine, California. Our lease began on January 1, 2003 and terminates on December 31, 2027.

We lease approximately 26,000 square feet of office and warehouse space located at 11 Whatney, Irvine, California. The lease began on June 29, 2012 and terminates on June 30, 2032.

The rest of Item 2

We lease approximately 81,000 square feet for our e-com fulfillment center located at 17 Pasteur, Irvine, California. The lease began on November 1, 2011 and terminates on October 31, 2031.

All of our 223 stores, encompassing a total of approximately 1.6 million total square feet as of January 31, 2026, are occupied under operating leases. The store leases generally have a base lease term of 10 years and many have renewal option periods, and we are generally responsible for payment of property taxes and utilities, common area maintenance and mall marketing fees.

We consider all of our properties adequate for our present and anticipated future needs.

Item 2 of the 10-K filed Apr 9, 2026.20

The story

Hezy Shaked, a former Israel Navy officer, and his wife, Tilly Levine, opened "World of Jeans and Tops" in Los Alamitos, California in 1982. Shaked later renamed the store "Tilly’s" after his wife. The couple divorced in 1989, but Levine continued to work for the company as director of vendor relations. The company went public in May 2012, raising $124 million through its initial public offering of stock.

Tilly's underwent a significant operational turnaround through strategic store optimization, closing 28 underperforming locations gradually over a two-year period spanning from early 2024 through the first half of 2026, to reduce its brick-and-mortar footprint by 11%. Despite operating fewer storefronts, the retailer reported improved financial performance for the first quarter of fiscal 2026, with total net sales rising 15.9% to $124.7 million. This growth was driven by a 12.1% increase in physical store revenue and a 30.9% surge in e-commerce sales, which grew to represent 22.8% of the company's total business.

From Wikipedia’s article on Tillys, shared under CC BY-SA 4.0.7

Leadership

Who has led Tillys, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (19)

Products and brands

Stores

Tillys stores are located in both traditional outdoor shopping centers and in shopping malls. The average store size is 7,900 square feet (734 m2). Due to their size, Tillys locations in malls usually take up two or three store spaces. As of 2021, Tillys operates 240 stores in 33 states.

Brands

Tillys primarily sells clothing, shoes, and accessories for various active lifestyles including surfing, skateboarding, and snowboarding along with sports such as motocross. Among the brands sold are Adidas, Billabong, DC Shoes, Element, Fox, Famous Stars and Straps, Elwood, Hurley, Nike SB, O'Neill, Quiksilver, RVCA, Vans, and Volcom, as well as an extensive selection of Levi's. They also sell store brands such as Blue Crown, RSQ, Micros, and West of Melrose.

From Wikipedia’s article on Tillys, shared under CC BY-SA 4.0.7

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • World of Jeans & Tops California8

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 2, 20268-K Results of operations42
  2. Jun 12, 20268-K Entered a material agreement43
  3. Jun 11, 20268-K Executive or director change; Shareholder vote44
  4. Jun 3, 20268-K Results of operations45
  5. Mar 11, 20268-K Results of operations; Executive or director change46
  6. Mar 2, 20268-K Executive or director change47
  7. Dec 3, 20258-K Results of operations48
  8. Sep 3, 20258-K Results of operations49
  9. Jul 28, 20258-K Executive or director change; Regulation FD disclosure50
  10. Jun 11, 20258-K Shareholder vote51
  11. Jun 4, 20258-K Results of operations52
  12. Mar 28, 20258-K Entered a material agreement53
  13. Oct 19, 2015New chief executive Edmond Thomas becomes CEO21
  14. May 3, 2012New chief executive Dan Griesemer becomes CEO22
  15. 1982Founded Founded1

Calendar

Coming up

  1. Dec 2, 2026Reports results for the quarter ending Oct/2026 A year earlier it reported ($0.05) a share, on Dec 3, 2025.54

When it reported results

  1. Sep 2, 2026Reported quarterly or annual results42
  2. Jun 3, 2026Reported quarterly or annual results45
  3. Mar 11, 2026Reported quarterly or annual results46
  4. Dec 3, 2025Reported quarterly or annual results48
  5. Sep 3, 2025Reported quarterly or annual results49
  6. Jun 4, 2025Reported quarterly or annual results52
  7. Mar 12, 2025Reported quarterly or annual results55
  8. Dec 5, 2024Reported quarterly or annual results56

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

308 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 52 major events, 153 insider forms, 59 large holders, 24 other. The latest 20:

  1. Sep 21, 20264 EDGAR
  2. Sep 8, 20264 OWNERSHIP DOCUMENT EDGAR
  3. Sep 8, 2026SCHEDULE 13D/A EDGAR
  4. Sep 3, 202610-Q EDGAR
  5. Sep 2, 20268-K EDGAR
  6. Aug 13, 2026SCHEDULE 13G EDGAR
  7. Jun 26, 2026S-8 EDGAR
  8. Jun 12, 20268-K EDGAR
  9. Jun 11, 20264 EDGAR
  10. Jun 11, 2026144 EDGAR
  11. Jun 11, 20268-K EDGAR
  12. Jun 10, 20264 EDGAR
  13. Jun 10, 20264 EDGAR
  14. Jun 10, 20264 EDGAR
  15. Jun 10, 20264 EDGAR
  16. Jun 10, 20264 EDGAR
  17. Jun 4, 202610-Q EDGAR
  18. Jun 3, 20268-K EDGAR
  19. May 15, 2026SCHEDULE 13G EDGAR
  20. May 13, 2026SD EDGAR

The 308 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

270 open-market trades by officers, directors and large owners since October 2021: 243 buys and 27 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 21, 2026Henry MichaelCFOBuy5,000$4.02$20.1KForm 4
Sep 8, 2026Fund 1 Investments, LLC10% ownerSale179,970$4.17$750.8KForm 4
Sep 4, 2026Fund 1 Investments, LLC10% ownerSale432,110$4.50$1.9MForm 4
Sep 3, 2026Fund 1 Investments, LLC10% ownerSale1,644,255$4.49$7.4MForm 4
Jun 11, 2026Cingolani Michael JosephChief Merchandising OfficerSale11,250$5.27$59.3KForm 4
Mar 20, 2026Shay Capital LLC10% ownerSale20,000$3.70$74.0KForm 4
Mar 12, 2026Shay Capital LLC10% ownerSale1,025,000$2.55$2.6MForm 4
Aug 11, 2025Shay Capital LLC10% ownerBuy25,000$1.29$32.2KForm 4
Aug 8, 2025Shay Capital LLC10% ownerBuy35,000$1.42$49.7KForm 4
Jul 30, 2025Shay Capital LLC10% ownerBuy25,000$1.90$47.5KForm 4
Jul 29, 2025Shay Capital LLC10% ownerBuy25,000$1.85$46.2KForm 4
Jul 28, 2025Shay Capital LLC10% ownerBuy50,000$2.03$101.5KForm 4
Jun 30, 2025Shay Capital LLC10% ownerBuy59,935$1.45$86.9KForm 4
Jun 27, 2025Shay Capital LLC10% ownerBuy72,643$1.40$101.8KForm 4
Jun 26, 2025Shay Capital LLC10% ownerBuy100,000$1.30$130.0KForm 4
Jun 5, 2025Shay Capital LLC10% ownerBuy100,000$1.54$154.0KForm 4
May 30, 2025Shay Capital LLC10% ownerBuy90,678$1.22$110.9KForm 4
May 28, 2025Shay Capital LLC10% ownerBuy50,000$0.94$47.0KForm 4
May 27, 2025Shay Capital LLC10% ownerBuy50,000$0.86$43.0KForm 4
May 23, 2025Shay Capital LLC10% ownerBuy44,607$0.85$37.9KForm 4

All 270 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Nathan M. Smith56$461.5K$3.3M67
2025Hezy Shaked71$543.8K$614.8K67
2025Michael L. Henry55$476.8K$524.6K67
2025Michael J. Cingolani48$350.0K$419.0K67
2024Executive Chairman of the Board$764.4K$935.7K67
2024Executive Vice PresidentChief Financial Officer$444.1K$590.7K67
2023Executive Chairman of the Board$453.2K$656.9K67
2023Executive Vice PresidentChief Financial Officer$391.3K$516.7K67

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 60. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Fund 1 Investments, LLC8,058,268$33.8M5.9%No change
BML Capital Management, LLC2,150,000$9.0M5.2%No change
Shay Capital LLC1,407,555$5.9M0.7%−378,886
Renaissance Technologies LLC1,312,712$5.5M0.0%+463,398
Healthcare Of Ontario Pension Plan Trust Fund900,000$3.8M0.0%No change
Two Sigma Investments, LP877,537$3.7M0.0%+67,028
Simcoe Capital LLC873,110$3.7M2.2%+253,674
Pacific Ridge Capital Partners, LLC803,638$3.4M0.6%+110,318
Vanguard Capital Management LLC782,082$3.3M0.0%−203,723
Nomura Holdings Inc566,027$2.4M0.0%+20,000
MUFG Securities EMEA plc500,000$2.1M0.0%No change
BlackRock, Inc.409,747$1.7M0.0%+12,647
Dimensional Fund Advisors LP391,965$1.6M0.0%−73,405
Geode Capital Management, LLC244,794$1.0M0.0%−9,119
Arrowstreet Capital, Limited Partnership213,834$898.1K0.0%+162,789
Aristides Capital LLC155,878$654.7K0.2%−45,995
Marshall Wace, Llp141,823$595.7K0.0%+126,923
Squarepoint Ops LLC134,956$566.8K0.0%+82,143
Vanguard Fiduciary Trust Co133,834$562.1K0.0%−13,539
State Street Corp109,138$458.4K0.0%+2,030
Militia Capital Management LLC95,493$401.1K0.1%New
American Century Companies Inc92,910$390.2K0.0%New
Citadel Advisors LLC88,019$369.7K0.0%+74,919
Bailard, Inc.80,941$340.0K0.0%New
Bridgeway Capital Management, LLC77,931$327.3K0.0%+12,000

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Tillys is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARTILLY'S, INC.2
  • CIK0001524025
  • Employer ID (EIN)45-216479120
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company20
  • Incorporated inDelaware20
  • Fiscal year endsJanuary 282
  • Industry code (SIC)5600 Retail-Apparel & Accessory Stores2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address10 Whatney, Irvine, CA 926182
  • Phone(949) 609-55992
  • Shares outstanding23,168,562 Common Class A shares; 7,306,108 Common Class B shares as of Apr 6, 202620
  • Public float$15.4M as of Aug 1, 202520
  • AuditorBDO USA, P.C., Costa Mesa, California PCAOB ID 243; no auditor attestation of internal control over financial reporting20
  • On EDGAR sinceJul 1, 20112
  • Filings892 in all: 4 (443), 8-K (134), SC 13G/A (67), 10-Q (44), 3 (28), SC 13G (26), SC 13D/A (20), 10-K (14)2
    All 35 form types

    DEF 14A (14), SD (13), SCHEDULE 13G/A (10), UPLOAD (9), 144 (8), SCHEDULE 13D/A (8), ARS (7), S-1/A (7), 4/A (5), S-8 (5), SCHEDULE 13G (5), CORRESP (4), 424B7 (2), 8-K/A (2), DEFA14A (2), EFFECT (2), FWP (2), SC 13D (2), 3/A (1), 424B1 (1), 5 (1), 8-A12B (1), CERTNYS (1), NT 10-Q (1), S-1 (1), S-3 (1), SD/A (1)

  • Latest filingsAnnual report (10-K) Apr 9, 2026
    Quarterly report (10-Q) Sep 3, 2026
    Proxy statement (DEF 14A) Apr 20, 2026
    Latest 8-K (8-K) Sep 2, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, $0.001 par value per shareTLYSNew York Stock Exchange

From the cover page of the 10-K filed Apr 9, 2026 (Section 12(b) of the Exchange Act).20

Risk factors and legal proceedings

The risks Tillys names in Item 1A of its 10-K filed Apr 9, 2026: 45 risks under these headings, as written.20

  • Risks Related to our Business
  • Our net sales could be adversely impacted by decreases in consumer spending.
  • A rise in the cost of products and services that are necessary for the operation of our business could increase our cost of sales and cause our results of operations and margins to decline.
  • We have a recent history of operating losses, and if we are unable to improve our performance or profitability, we may need to begin borrowing under our credit facility to finance operations and/or find additional sources of liquidity to meet our cash requirements.
  • We face intense competition in our industry and we may not be able to compete effectively.
  • We purchase merchandise in advance of the season in which it will be sold and if we purchase too much inventory or do not manage our inventory levels effectively, we may need to reduce prices in order to sell it or face other negative impacts, which may adversely affect our overall profitability.
  • We may continue to experience comparable store sales or sales per square foot declines, which could cause our results of operations to decline.
  • Our business depends upon identifying and responding to changing customer fashion preferences and fashion-related trends. If we cannot identify trends in advance or we select the wrong fashion trends, our sales could be adversely affected.
  • We may not be able to implement our business strategies on the timelines we anticipate, in a cost-effective manner, or at all.
  • Our business depends upon our ability to successfully open profitable new stores and improve the performance of our existing stores, which are subject to a variety of risks and uncertainties.
  • Our business depends upon our ability to grow and improve the online portion of our business, which is subject to a variety of risks and uncertainties.
  • Our ability to attract customers to our stores depends significantly on the success of the retail centers where our stores are located.
The other 34 risks
  • We are required to make significant lease payments for our store leases, corporate offices, and distribution centers, which may strain our cash flow.
  • We buy and stock merchandise based upon seasonal weather patterns and therefore unseasonable weather could negatively impact our sales.
  • Our sales can significantly fluctuate based upon shopping seasons, which may cause our operating results to fluctuate disproportionately on a quarterly basis.
  • If we fail to maintain good relationships with our suppliers or if our suppliers are unable or unwilling to provide us with sufficient quantities of merchandise at acceptable prices, our business and operations may be adversely affected.
  • If we cannot retain or find qualified employees to meet our staffing needs in our stores, our distribution and e-com fulfillment centers, or our corporate offices, our business could be adversely affected.
  • Our business largely depends on a strong brand image, and if we are not able to maintain and enhance our brand, particularly in new markets where we have limited brand recognition, we may be unable to increase or maintain our level of sales.
  • Any inability to balance merchandise bearing our proprietary brands with the third-party branded merchandise we sell may have an adverse effect on our sales and gross margin.
  • Most of our merchandise is produced in foreign countries, making the price and availability of our merchandise susceptible to international trade and other international conditions.
  • Our corporate headquarters, distribution and e-com fulfillment centers and certain information technology systems are in Irvine, California, and if their operations are disrupted, we may not be able to fully operate our store support functions, ship merchandise to our stores, or fulfill e-com orders, which would adversely affect our business.
  • Our stores are mostly located in the southwestern and northeastern United States and in Florida, with a significant number of stores located in California, putting us at risk of concentration issues and other region-specific disruptions.
  • Litigation costs and the outcome of litigation could have a material adverse effect on our business.
  • If our vendors and manufacturing sources fail to use acceptable labor or other practices our reputation may be harmed, which could negatively impact our business.
  • If we lose key management personnel our operations could be negatively impacted.
  • We rely on third parties to deliver merchandise to our stores located outside of southern California and to our customers and, therefore, our business could be negatively impacted by disruptions in the operations of these third-party providers.
  • Risks Related to Information Technology, Data Privacy and Intellectual Property
  • If our information technology fails to operate or is unable to support our business, our operations could be disrupted.
  • Our internal operations, management information systems and databases containing the personal information of our employees and customers could be disrupted by system security or operational failures or breached by intentional attacks. These disruptions or attacks could negatively impact our sales, increase our expenses, and harm our reputation.
  • If we are unable to protect our intellectual property rights, our financial results may be negatively impacted.
  • We may be subject to liability if we, or our vendors, infringe upon the intellectual property rights of third parties.
  • Risks Related to Our Ownership Structure and Ownership of Our Common Stock
  • Our founders control a majority of the voting power of our common stock, which may prevent other stockholders from influencing corporate decisions and may result in conflicts of interest, and a significant portion of our Class A common stock is held by a concentrated group of stockholders, which may adversely impact other stockholders.
  • We are a controlled company within the meaning of the NYSE rules, and, as a result, we may rely on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.
  • If securities or industry analysts publish inaccurate or unfavorable research about our business, the price and trading volume of our Class A common stock could decline.
  • Financial forecasting by us and financial analysts who may publish estimates of our performance may differ materially from actual results.
  • We have a small public float compared to other larger publicly-traded companies, which may result in price swings in our Class A common stock or make it difficult to acquire or dispose of our Class A common stock.
  • The price of our Class A common stock has been, and may continue to be, volatile and may decline in value.
  • Future sales of our common stock by us or by existing stockholders could cause the price of our Class A common stock to decline.
  • While we have paid special cash dividends in the past, there can be no assurance that we will pay dividends in the future, which may make our Class A common stock less desirable to investors and decrease its value.
  • Our corporate organizational documents and Delaware law have anti-takeover provisions that may inhibit or prohibit a takeover of us and the replacement or removal of our management.
  • Our amended and restated bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.
  • General Risks
  • We depend on cash generated from our operations to support our business, which could strain our cash flow.
  • Epidemics, pandemics, war, terrorism, civil unrest or other public disruptions could negatively affect our business.
  • We may be subject to unionization and work stoppages, or slowdowns.
  • Violations of and/or changes in laws, including employment laws and laws related to our merchandise and our e-commerce platform, could make conducting our business more expensive or change the way we do business.
  • We may experience fluctuations in our tax obligations and effective tax rate.
  • The impact of climate change could have an adverse impact on our business, and the implementation of environmental, and governance initiatives, as well as sustainability initiatives, could lead to regulatory or structural modifications within the industry. Such changes may necessitate substantial operational adjustments and expenses, dampen demand for our Company's goods, and have an unfavorable impact on our business, financial health, marketing strategy and performance.

Legal proceedings

The information under the subheading "Legal Proceedings" contained in "Note 10: Commitments and Contingencies" to our consolidated financial statements included in this Report is incorporated by reference into this Item.

The opening of Item 3, Legal Proceedings.20

Sources

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