Tile Shop Announces Special Meeting Results, Stock Split Ratio and Intention to Delist from Nasdaq

Rhea-AI Summary

Tile Shop (Nasdaq: TTSH) announced that stockholders approved amendment enabling a reverse stock split at a ratio between 1-for-2,000 and 1-for-4,000. The Board set a 1-for-3,000 reverse split immediately followed by a 3,000-for-1 forward split. The company intends to file Delaware amendments, effect the Stock Splits, then pursue delisting from Nasdaq and deregistration under Section 12(g).

Holders with fewer than 3,000 shares immediately before the reverse split will receive $6.60 cash per whole share and cease to be stockholders; continuing holders’ share counts will reconvert to their pre-split totals after the forward split. The company expects annual savings exceeding $2.4 million from deregistration and delisting.

Positive

• Expected annual cost savings of more than $2.4 million
• Continuing stockholders retain pre-split aggregate share counts
• Board approved combined 1-for-3,000 reverse and 3,000-for-1 forward split

Negative

• Holders of fewer than 3,000 shares will be cashed out at $6.60 per share
• Delisting will remove Nasdaq liquidity and public reporting access
• Deregistration ends SEC Section 12(g) reporting obligations for shareholders

News Market Reaction

+0.15%

1 alert

+0.15% News Effect

On the day this news was published, TTSH gained 0.15%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Reverse split ratio: 1-for-3,000 Reverse split range: 1-for-2,000 to 1-for-4,000 Forward split ratio: 3,000-for-1 +3 more

6 metrics

Reverse split ratio 1-for-3,000 Board-approved reverse stock split ratio

Reverse split range 1-for-2,000 to 1-for-4,000 Range approved by stockholders for reverse stock split

Forward split ratio 3,000-for-1 Forward split immediately following reverse split

Cash-out price $6.60 per share Paid to holders with fewer than 3,000 shares pre-split

Threshold shares 3,000 shares Minimum holdings to remain a continuing stockholder

Annual savings $2.4 million+ Expected yearly savings from deregistration and delisting

Market Reality Check

Price: $3.48 Vol: Volume 340,850 is 1.35x t...

normal vol

$3.48 Last Close

Volume Volume 340,850 is 1.35x the 20-day average of 252,911, indicating elevated trading interest ahead of the going-dark transaction. normal

Technical Price $6.44 is trading above the 200-day MA of $6.29, showing the stock was in a mildly firm position pre-delisting announcement.

Peers on Argus

TTSH gained 1.57% with elevated volume, while peers showed mixed moves: LIVE up ...

TTSH gained 1.57% with elevated volume, while peers showed mixed moves: LIVE up 16.3%, KIRK up 3.11%, HVT up 1.42%, ONEW up 0.42%, and JILL down 1.4%. The pattern points to company-specific drivers rather than a uniform home retail sector move.

Historical Context

5 past events · Latest: Dec 03 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 03	Stock split & delist	Neutral	+0.1%	Shareholders approve reverse/forward split and company confirms Nasdaq delisting plan.
Dec 02	Product partnership	Positive	+0.5%	Expansion of exclusive Kelli Fontana tile designs to leverage strong patterned tile demand.
Nov 04	Q3 earnings	Negative	+1.1%	Q3 net sales declined, margins compressed, and a net loss reported alongside delisting plan.
Oct 30	Earnings preview	Neutral	+0.0%	Company schedules Q3 release and directs investors to website disclosures without a call.
Oct 06	Going-dark plan	Negative	-2.0%	Board approves delisting and reverse split with cash-out at $6.60 and projected cost savings.

Pattern Detected

Recent Tile Shop headlines, including delisting and strategic updates, have produced relatively modest one-day price moves, generally within a few percentage points regardless of news type.

Recent Company History

Over the last six months, Tile Shop has progressively executed a going‑dark strategy. On Oct 6, the Board approved a plan to delist, deregister, and use a large reverse split with a $6.60 cash-out for smaller holders. Subsequent earnings on Nov 4 detailed softer results but reiterated this plan. A design partnership expansion on Dec 2 supported the core retail brand. Today’s Dec 3 special meeting outcome finalizes the 1‑for‑3,000 reverse and 3,000‑for‑1 forward split framework ahead of delisting.

Market Pulse Summary

This announcement finalized Tile Shop’s going‑dark transaction, with stockholders approving a 1-for-...

Analysis

This announcement finalized Tile Shop’s going‑dark transaction, with stockholders approving a 1-for-3,000 reverse split followed by a 3,000-for-1 forward split and a $6.60 per-share cash-out for holders of fewer than 3,000 shares. The company reiterated plans to delist from Nasdaq and deregister, targeting annual savings above $2.4 million. Investors may track execution timing, cash requirements, and how the post-delisting structure affects remaining continuing stockholders.

Key Terms

reverse stock split, forward stock split, certificate of incorporation, delist, +4 more

8 terms

reverse stock split financial

"to effect a reverse stock split of the Company’s common stock at a ratio"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

forward stock split financial

"followed immediately by a 3,000-for-1 forward stock split of the Company’s"

A forward stock split is when a company increases the number of its shares by dividing each existing share into smaller parts. This makes the stock price lower and more affordable for investors, similar to splitting a pizza into more slices so everyone can get a smaller piece. It doesn't change the company's total value, just how it's divided among shareholders.

certificate of incorporation regulatory

"approved an amendment to the certificate of incorporation of the Company"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

delist regulatory

"thereafter intends to file the necessary documents to delist and deregister"

Delist means a company’s shares are removed from a public stock exchange so they can no longer be bought or sold on that market. Think of it like a product being taken off a supermarket shelf: the stock becomes harder to find, often leads to less trading, wider price swings, and reduced transparency, which matters to investors because it can limit ability to sell, change the value of holdings, and signal regulatory or financial problems.

deregister regulatory

"file the necessary documents to delist and deregister the Company"

Deregister is the act of removing a company’s securities from a public regulatory registry or ending their listing on a stock exchange; think of it like taking a car off public roads so it no longer needs public inspections. For investors, deregistration matters because it usually reduces required public disclosures, can make shares harder to buy or sell, and increases uncertainty about the company’s finances and governance due to lower transparency and liquidity.

Nasdaq regulatory

"proposed delisting of its common stock from The Nasdaq Stock Market LLC"

The Nasdaq is a stock exchange where many companies' shares are bought and sold, functioning much like a marketplace for investments. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping them track the value of those companies and make informed decisions. As one of the largest and most technology-focused markets, it also reflects trends and developments in the business world.

Section 12(g) regulatory

"deregistration of its common stock under Section 12(g) of the Securities"

Section 12(g) is a rule that requires companies to register with the government and share their financial details when they have a certain number of shareholders or assets. It matters because it makes these companies more transparent, helping investors make informed decisions and keeping the markets fair.

Schedule 14A regulatory

"proxy statement on Schedule 14A filed with the Securities and Exchange"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

AI-generated analysis. Not financial advice.

MINNEAPOLIS, Dec. 03, 2025 (GLOBE NEWSWIRE) -- Tile Shop Holdings, Inc. (Nasdaq: TTSH) (“Tile Shop” or the “Company”), a specialty retailer of natural stone, man-made and luxury vinyl tiles, setting and maintenance materials and related accessories, today announced that, at the special meeting of stockholders of the Company held on December 3, 2025 (the “Special Meeting”), the requisite stockholders of the Company approved an amendment to the certificate of incorporation of the Company, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock at a ratio not less than 1-for-2,000 and not greater than 1-for-4,000 (the “Reverse Stock Split” and such proposal, the “Reverse Stock Split Proposal”).

Following the approval of the Company’s stockholders at the Special Meeting, the Company’s Board of Directors approved a ratio of 1-for-3,000 for the Reverse Stock Split followed immediately by a 3,000-for-1 forward stock split of the Company’s common stock (the “Forward Stock Split,” and together with the Reverse Stock Split, the “Stock Splits”). The Company intends to file certificates of amendment to the Certificate of Incorporation with the State of Delaware to effect the Reverse Stock Split, followed immediately by the Forward Stock Split as promptly as practical following the completion of necessary regulatory processes and thereafter intends to file the necessary documents to delist and deregister the Company.

Stockholders who hold fewer than 3,000 shares immediately prior to the Reverse Stock Split will be paid $6.60 in cash, without interest, for each whole share of the Company’s common stock held by them at the effective time of the Reverse Stock Split, and thereafter they will no longer be stockholders of the Company. Stockholders owning more than 3,000 shares of the Company’s common stock at the effective time of the Reverse Stock Split (the “Continuing Stockholders”) will not be entitled to receive any cash for their fractional share interests resulting from the Reverse Stock Split, if any. The Forward Stock Split, which will immediately follow the Reverse Stock Split, will reconvert whole shares and fractional share interests held by the Continuing Stockholders back into the same number of shares of common stock held by such Continuing Stockholders immediately before the effective time of the Reverse Stock Split. As a result of the Forward Stock Split, the total number of shares of the Company’s common stock held by a Continuing Stockholder will not change as a result of the Reverse Stock Split.

As previously announced, the Company is undertaking the Stock Splits in connection with the proposed delisting of its common stock from The Nasdaq Stock Market LLC and the deregistration of its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, to avoid the substantial cost and expense of being a public reporting company and to allow the Company to have more time to focus on managing the Company’s businesses and undertaking new initiatives that may result in greater long-term growth and increased stockholder value. The Company anticipates savings exceeding $2.4 million on an annual basis as a result of the proposed deregistration and delisting.

Additional information about the Stock Splits can be found in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on November 5, 2025.

About The Tile Shop
The Tile Shop (Nasdaq: TTSH) is a leading specialty retailer of natural stone, man-made and luxury vinyl tiles, setting and maintenance materials, and related accessories in the United States. The Tile Shop offers a wide selection of high-quality products, exclusive designs, knowledgeable staff and exceptional customer service in an extensive showroom environment. The Tile Shop currently operates 140 stores in 31 states and the District of Columbia.

The Tile Shop is a proud member of the American Society of Interior Designers (ASID), National Association of Homebuilders (NAHB), National Kitchen and Bath Association (NKBA), and the National Tile Contractors Association (NTCA). Visit www.tileshop.com. Join The Tile Shop (#thetileshop) on Facebook, Instagram, Pinterest and X, previously known as Twitter.

Forward-Looking Statements
This press release may contain forward-looking statements that are being made pursuant to the Private Securities Litigation Reform Act of 1995, which provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information so long as those statements are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statement. Such forward-looking statements include statements concerning the timing and effectiveness of the implementation of the Stock Splits and the delisting and deregistration of the Company’s common stock, and the perceived benefits and costs of the proposed delisting and deregistration. Such forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual results, performance or achievements to differ materially from those described or implied in such forward-looking statements. Accordingly, actual results may differ materially from such forward-looking statements. The Company assumes no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.

Investor Relations

Email: investorrelations@tileshop.com

FAQ

What stock split did Tile Shop (TTSH) stockholders approve on December 3, 2025?

Stockholders approved authority for a reverse split between 1-for-2,000 and 1-for-4,000; the Board set a 1-for-3,000 reverse split.

How will Tile Shop’s 1-for-3,000 reverse split affect shareholders with fewer than 3,000 TTSH shares?

Shareholders with fewer than 3,000 shares immediately before the reverse split will be paid $6.60 per whole share in cash and will no longer be stockholders.

What happens to share counts after Tile Shop executes the reverse and forward splits for TTSH?

A 3,000-for-1 forward split will immediately follow the reverse split so continuing stockholders’ total shares revert to their pre-split amounts.

Why is Tile Shop (TTSH) pursuing delisting from Nasdaq and deregistration?

The company says delisting and deregistration will avoid substantial public reporting costs and allow focus on operations, estimating over $2.4 million in annual savings.

Will Tile Shop (TTSH) remain a public company after delisting and deregistration?

The company intends to delist from Nasdaq and deregister under Section 12(g), which would end its public reporting and Nasdaq listing.