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

Insights

Corporate Actions Specialist

Board approved a 1-for-3,000 reverse split followed immediately by a 3,000-for-1 forward split and plans to delist and deregister.

The company will effect a reverse stock split at a 1-for-3,000 ratio then immediately execute a 3,000-for-1 forward split, which recreates pre-split share counts for continuing holders while cashing out holders with fewer than 3,000 shares at $6.60 per whole share. This is a corporate recapitalization paired with a cash-out mechanism to remove small holders from the register.

Dependencies and risks include timely filing of certificates of amendment with the State of Delaware and completion of regulatory steps required for delisting and deregistration; the company states anticipated annual savings exceeding $2.4 million. Watch for the actual filing dates and the effective date of the Reverse Stock Split and Forward Stock Split within the next regulatory cycle, as those dates determine who is cashed out and when the company will cease public reporting.

Investor Impact Analyst

Delisting will remove public trading and reporting obligations; small holders will receive cash-out while continuing holders retain equivalent share counts.

Public shareholders holding fewer than 3,000 shares will be paid $6.60 per whole share and will no longer be stockholders after the Reverse Stock Split; holders with more than 3,000 shares will see no net change in share count after the paired forward split. The company links this action to reducing the cost of being public and reallocating management time toward operations.

Key items to watch include the filings to effect the Reverse Stock Split and the Forward Stock Split and the subsequent delisting/deregistration paperwork; those events will determine the timing of the cash-out and when public reporting stops. Monitor any formal notices to the market and the exact effective dates, which will clarify who is affected and when savings of over $2.4 million begin to accrue.

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.