Welcome to our dedicated page for Tile Shop Hldgs SEC filings (Ticker: TTSH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Tile Shop Holdings, Inc. (TTSH) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as it transitions from a Nasdaq‑listed issuer toward a planned delisting and deregistration. Tile Shop Holdings, a specialty retailer of natural stone, man-made and luxury vinyl tiles, setting and maintenance materials, and related accessories in the United States, uses its filings to describe both its operating performance and significant corporate actions.
Key documents include Form 10‑Q and 10‑K style financial reports referenced in earnings releases, where investors can find details on net sales, comparable store sales, gross margin, income or loss from operations, cash balances, store counts and distribution center changes. These filings also discuss non‑GAAP measures such as Adjusted EBITDA and Pretax Return on Capital Employed, with reconciliations and explanations of how management uses them.
Several Form 8‑K current reports are especially important for understanding Tile Shop’s capital markets strategy. An 8‑K dated October 3, 2025 describes the board’s approval of a “going dark” transaction involving a reverse and forward stock split, delisting from the Nasdaq Capital Market, and termination of public company reporting obligations, subject to stockholder approval. A later 8‑K dated December 15, 2025 reports that the company filed certificates of amendment in Delaware to implement a 1‑for‑3,000 reverse stock split followed by a 3,000‑for‑1 forward stock split and outlines the treatment of stockholders holding fewer or more than 3,000 shares.
The company’s definitive proxy statement on Schedule 14A, dated November 5, 2025, provides extensive detail on the reverse stock split proposal, the purpose of reducing the number of record holders below the SEC reporting threshold, the planned delisting and deregistration, and the board’s and independent transaction committee’s analysis of the transaction. It also includes a summary term sheet, fairness discussion, risk factors, and questions and answers about the transaction.
Investors can also review 8‑K filings that furnish earnings press releases for specific quarters, which are incorporated by reference and summarize financial results for the relevant periods. As the company proceeds with filing a Form 25 to remove its listing and a Form 15 to deregister its common stock, those documents will further define Tile Shop Holdings’ reporting obligations and trading status.
On Stock Titan, AI‑powered tools can help users quickly interpret lengthy proxy statements, 8‑Ks and other filings by highlighting the sections that explain the reverse and forward stock splits, the cash‑out of smaller holdings at $6.60 per share, the rationale for the going dark transaction, and the expected impact on stockholders and reporting requirements.
Tile Shop Holdings director reports no share ownership
Tile Shop Holdings, Inc. director Benjamin Faw filed an initial ownership report stating that he does not beneficially own any securities of the company. The filing confirms that, as of the event date of January 7, 2026, there are no non-derivative or derivative securities of Tile Shop Holdings, Inc. reported as directly or indirectly owned by him.
Tile Shop Holdings director Jonathan Lennon filed an initial Form 3 disclosing his beneficial holdings of company stock. The filing reports that he holds 0 shares of common stock directly and has indirect beneficial ownership of 12,859,012 shares of common stock through Fund I Investments, LLC. These shares are held by private investment vehicles for which Pleasant Lake Partners LLC serves as investment adviser, and Fund I Investments, LLC is the managing member of Pleasant Lake Partners LLC.
Jonathan Lennon serves as managing member of Fund I Investments, LLC and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in them.
Tile Shop Holdings, Inc. director and reporting person Fund 1 Investments, LLC reported exercising cash-settled total return swap derivatives tied to the company’s common stock. On December 12, 2025, the reporting person exercised 482,703 of these cash-settled total return swap agreements at $6.4873 per swap agreement under their existing terms, leaving zero derivative securities beneficially owned afterward.
The swaps referenced 482,703 shares of Tile Shop common stock and had an expiration date of April 7, 2028, which could automatically extend in 12‑month periods unless either party gave advance written notice. The position was held indirectly through private investment vehicles advised by Pleasant Lake Partners LLC, with Fund 1 Investments, LLC as managing member and Jonathan Lennon as managing member of Fund 1 Investments, LLC, and the reporting person disclaims beneficial ownership beyond its pecuniary interest.
Tile Shop Holdings, Inc. is restructuring its share count and preparing to leave the public markets. The company approved a 1-for-3,000 reverse stock split followed immediately by a 3,000-for-1 forward stock split, both effective on December 15, 2025. The stock will trade on a post-split basis on Nasdaq under TTSH beginning December 16, 2025.
Stockholders owning fewer than 3,000 shares before the reverse split will receive $6.60 in cash per share and will cease to be stockholders. Holders of more than 3,000 shares will retain the same number of shares after the forward split. The company plans to file Form 25 on or about December 17, 2025 to delist from Nasdaq and deregister under Section 12(b), followed by Form 15 on or about December 27, 2025, which will suspend its ongoing Exchange Act reporting obligations.
Tile Shop Holdings (TTSH) is soliciting stockholder approval for a reverse/forward stock split to facilitate deregistration and a Nasdaq delisting. If approved, at the reverse split effective time, each holder with fewer than the Board‑selected Minimum Number of shares (between 2,000 and 4,000) will be cashed out for
The company’s stated goal is to reduce record holders below 300 and cease Exchange Act reporting. Based on an assumed 1‑for‑3,000 ratio, it estimates reducing record holders from about 3,341 to about 238 and a total cash requirement of approximately
Tile Shop Holdings (TTSH) reported softer Q3 2025 results and outlined a plan to delist its stock via a reverse/forward split, subject to stockholder approval at a Special Meeting expected in December 2025.
Q3 net sales were $83.1 million versus $84.5 million a year ago, with a net loss of $1.6 million (vs. $0.0 million income). Gross margin fell to 62.9% from 66.5% on higher product costs, delivery expenses, and discounting. Comparable store sales decreased 1.4% in Q3 and 3.0% year‑to‑date. Nine‑month sales were $259.3 million with a $1.1 million net loss.
The “Going Dark Transaction” would cash out holders below 2,000–4,000 shares at $6.60 per share after a reverse split, then a forward split restores holdings for continuing stockholders. Based on a 1‑for‑3,000 mid‑point, about 1,307,000 shares would be cashed out at an estimated cost of $8.6 million plus approximately $523,000 in expenses, with anticipated annual savings of roughly $2.4 million. As of September 30, 2025, cash was $24.1 million, there were no borrowings, and $73.8 million remained available on the revolver. Shares outstanding were 44,715,001 as of November 3, 2025.
Tile Shop Holdings (TTSH) reported that it furnished an earnings press release covering the three and nine months ended September 30, 2025. The release is included as Exhibit 99.1 to a current report on Form 8-K.
The company noted the exhibit is furnished, not filed, under the Exchange Act, which means it is not subject to Section 18 liability and is incorporated by reference only if specifically stated elsewhere.
Fund 1 Investments, LLC disclosed a significant stake in Tile Shop Holdings, Inc. by reporting beneficial ownership of 12,859,012 shares, equal to approximately
The filer says the shares were acquired because they were believed to be undervalued and that it may engage with the Board and management about the company's proposed plan to delist and deregister following an expected special meeting in
Tile Shop Holdings (TTSH) seeks stockholder approval to execute a reverse/forward stock split to “go dark,” delist from the Nasdaq Capital Market, and deregister under the Exchange Act. If approved, holders with fewer than the Board‑selected minimum between 2,000 and 4,000 shares immediately before the reverse split would be cashed out at $6.60 per pre‑split share, after which a forward split would restore continuing holders to their prior share counts.
The company states the primary purpose is to reduce record holders below 300 and eliminate SEC reporting. The Board and an independent Transaction Committee received a fairness opinion supporting the $6.60 cash payment. Based on an assumed 1‑for‑3,000 reverse split, Tile Shop estimates approximately $4.8 million to cash out fractional shares and about $523,000 in related fees. Management expects recurring annual savings of roughly $2.4 million from reduced public company costs. A majority of votes cast is required; the Board may abandon the transaction even if approved. The record date is October 22, 2025.
Tile Shop Holdings, Inc. disclosed a material corporate action: the company plans a proposed transaction that will require stockholder approval and will be accompanied by a formal proxy statement and a Schedule 13E-3. The filing states that final proxy materials and any required supplemental filings will be provided to stockholders and filed with the SEC, and that directors and executive officers may be participants in the solicitation. The notice directs investors to obtain free copies of the proxy materials from the SEC or by request to investor relations. The filing does not disclose transaction terms, consideration, timing for the special meeting, or other financial impacts.
FAQ
What is the current stock price of Tile Shop Hldgs (TTSH)?
What is the market cap of Tile Shop Hldgs (TTSH)?
