Tile Shop (NASDAQ: TTSH) CFO disposes shares for tax withholding, keeps 106,988

Rhea-AI Filing Summary

Tile Shop Holdings Senior VP, CFO and Secretary Mark Burton Davis reported two share dispositions tied to tax withholding on recently vested restricted stock. On March 3, 2026 and March 4, 2026, he directed the issuer to withhold 1,081 and 906 common shares, respectively, at $3.42 per share to satisfy tax obligations, rather than selling shares in the open market.

After these transactions, Davis directly holds 106,988 shares of common stock, plus stock options covering 5,400 and 80,000 shares. Footnotes detail additional time-based and performance-based restricted stock awards that may vest over several years if employment and performance conditions are met.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Davis Mark Burton

(Last) (First) (Middle)

C/O TILE SHOP HOLDINGS, INC.

14000 CARLSON PARKWAY

(Street)

PLYMOUTH MN 55441

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TILE SHOP HOLDINGS, INC. [ TTSH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior VP, CFO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/03/2026		F		1,081(1)	D	$3.42	107,894	D
Common Stock	03/04/2026		F		906(1)	D	$3.42	106,988(2)(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$8.5							(5)	11/06/2027	Common Stock	5,400		5,400	D
Stock Option (Right to Buy)	$3.41							(4)	03/02/2036	Common Stock	80,000		80,000	D

Explanation of Responses:

1. The reporting person has elected to satisfy his tax withholding obligation in connection with the vesting of a prior restricted stock grant by directing the Issuer to withhold shares otherwise issuable upon vesting of the previously reported grant.

2. Includes (i) 3,086 shares of restricted stock for which the risks of forfeiture will lapse on 3/6/26; (ii) 2,520 shares of restricted stock for which the risks of forfeiture will lapse on 3/4/27; (iii) 1,642 shares of restricted stock for which the risks of forfeiture will lapse in equal annual installments on each of 5/13/26 and 5/13/27; (iv) 6,018 shares of restricted stock for which the risks of forfeiture will lapse in equal annual installments on each of 3/3/27 and 3/3/28; and (v) the following shares of performance-based restricted stock, which are, in each case, subject to Mr. Davis remaining in continuous employment with the Issuer through December 31 of the year preceding the applicable vesting date and the Issuer achieving its performance target for each respective year:

3. (cont.) (A) 6,049 shares for which the risks of forfeiture will lapse on the date the Issuer releases its annual financial statements for the 2026 fiscal year; (B) 1,972 shares for which the risks of forfeiture will lapse on the date the Issuer releases its annual financial statements for the 2026 fiscal year; and (C) 12,638 shares for which the risks of forfeiture will lapse as to 30% and 40% of the initial number of shares granted on each of the dates the Issuer releases its annual financial statements for the 2026 and 2027 fiscal years, respectively. The Issuer's Form 10-K for the year ended December 31, 2025 contains additional information regarding the applicable performance targets.

4. The options vest in three substantially equal installments on each of 3/2/2027, 3/2/2028 and 3/2/2029, subject to continuous employment as of the applicable vesting date.

5. Fully exercisable.

	/s/ Mark B. Davis	03/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did TTSH CFO Mark Burton Davis report on this Form 4?

Mark Burton Davis reported two dispositions of Tile Shop Holdings common stock to cover tax withholding on vested restricted shares. On March 3 and 4, 2026, he directed the issuer to withhold 1,081 and 906 shares, respectively, instead of selling shares in the open market.

What was the price used for the TTSH CFO’s tax-withholding share dispositions?

Both tax-withholding dispositions by the TTSH CFO used a price of $3.42 per share. This price applied to 1,081 shares on March 3, 2026 and 906 shares on March 4, 2026, all withheld by the issuer to satisfy tax obligations on vested restricted stock.

How many TTSH common shares does Mark Burton Davis hold after these transactions?

After the reported tax-withholding dispositions, Mark Burton Davis directly holds 106,988 shares of Tile Shop Holdings common stock. This figure reflects his ownership following the March 4, 2026 withholding and sits alongside additional unvested restricted stock and option awards disclosed in the footnotes.

Were the TTSH insider transactions open-market sales or tax withholding events?

The TTSH insider transactions were tax-withholding events, not open-market sales. The CFO elected to satisfy tax obligations on a prior restricted stock grant by having the issuer withhold shares otherwise issuable upon vesting, as explicitly described in the Form 4 footnotes.

What restricted stock awards for TTSH’s CFO are scheduled to lapse forfeiture risks?

Footnotes list several restricted stock tranches for the TTSH CFO, including awards scheduled to lapse forfeiture risk in 2026, 2027, and 2028. Additional performance-based restricted stock may vest upon continuous employment and the company meeting performance targets tied to future annual financial statement release dates.

What stock option holdings does the TTSH CFO report on this Form 4?

The Form 4 shows two stock option positions for the TTSH CFO, covering 5,400 and 80,000 shares of Tile Shop Holdings common stock. One option is described as fully exercisable, while another vests in three substantially equal installments in 2027, 2028, and 2029.