Tile Shop Hldgs SEC Filings

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 28.8% of the outstanding common stock. The reporting person states the aggregate purchase cost was approximately $76,358,266, funded with the Funds' working capital.

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 December 2025. The filer also disclosed cash-settled total return swaps giving economic exposure to an additional 902,113 notional shares (about 2.0% of outstanding shares) but without voting rights.

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.

Fund 1 Investments, LLC and related entities reported multiple transactions in Tile Shop Holdings (TTSH) securities on June 18-23, 2025. The filing discloses:

• Purchase of 1,060 common shares at $6.2572 per share on June 20, bringing total indirect beneficial ownership to 11,856,805 shares through PLP Funds Master Fund LP
• Additional 1,002,207 shares held indirectly through an unaffiliated private fund
• Two cash-settled total return swap transactions: - June 18: 14,170 notional shares at $6.0518 - June 23: 10,253 notional shares at $6.2635

The reporting persons are 10% owners of TTSH. The swap agreements provide economic exposure without voting rights and expire April 7, 2028, with automatic 12-month extensions unless terminated. Pleasant Lake Partners LLC serves as investment adviser, with Fund 1 Investments as managing member.

Fund 1 Investments LLC and related entities reported multiple transactions in Tile Shop Holdings (TTSH) securities as 10% owners. On June 20, 2025, they acquired 1,060 shares of common stock at $6.2572 per share, bringing their total beneficial ownership to 11,856,805 shares held indirectly through PLP Funds Master Fund LP, plus an additional 1,002,207 shares held for an unaffiliated private fund.

The filing also discloses two derivative transactions involving cash-settled total return swaps:

• June 18, 2025: Acquired exposure to 14,170 notional shares at $6.0518 per share
• June 23, 2025: Acquired exposure to 10,253 notional shares at $6.2635 per share

These swap agreements expire on April 7, 2028, with automatic 12-month extensions unless terminated by notice. The swaps provide economic exposure without voting rights or disposition power over the underlying shares. All transactions were executed through Pleasant Lake Partners LLC, with Fund 1 Investments serving as managing member.