Tile Shop (TTSH) CEO withholds 2,217 shares to cover tax obligation

Rhea-AI Filing Summary

Tile Shop Holdings, Inc. CEO Cabell Lolmaugh reported a tax-withholding share disposition. On March 6, 2026, he directed the company to withhold 2,217 shares of common stock at $3.34 per share to satisfy taxes on a previously granted restricted stock award, leaving 192,165 common shares held directly.

Footnotes show his holdings include restricted stock that may vest between 2026 and 2028, subject to service and performance conditions, and several stock option grants, one described as fully exercisable and another vesting in three installments on 3/2/2027, 3/2/2028, and 3/2/2029.

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^*

Lolmaugh Cabell

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		F		2,217(1)	D	$3.34	192,165(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	26,900		26,900	D
Stock Option (Right to Buy)	$5.55							(5)	02/22/2028	Common Stock	56,000		56,000	D
Stock Option (Right to Buy)	$6.26							(5)	02/20/2029	Common Stock	97,067		97,067	D
Stock Option (Right to Buy)	$3.41							(4)	03/02/2036	Common Stock	120,000		120,000	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) 5,041 shares of restricted stock for which the risks of forfeiture will lapse on 3/4/27; (ii) 9,028 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

3. (iii) the following shares of performance-based restricted stock, which are, in each case, subject to Mr. Lolmaugh 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: (A) 12,099 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 (B) 10,833 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, as Attorney-in-Fact	03/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did TTSH CEO Cabell Lolmaugh report on March 6, 2026?

Cabell Lolmaugh reported a tax-withholding disposition of 2,217 shares of Tile Shop common stock at $3.34 per share. The company withheld these shares from a prior restricted stock grant to cover his tax obligation, leaving him with 192,165 directly held shares.

Was the TTSH CEO’s 2,217-share transaction an open-market sale?

No, the 2,217-share transaction was not an open-market sale. According to the disclosure, Lolmaugh elected to satisfy tax withholding on vesting restricted stock by directing Tile Shop to withhold shares that otherwise would have been issued, a common administrative transaction type coded as tax-withholding.

What restricted stock awards does TTSH CEO Cabell Lolmaugh currently hold?

His holdings include 5,041 restricted shares vesting on 3/4/2027 and 9,028 restricted shares vesting in equal annual installments on 3/3/2027 and 3/3/2028. Additional performance-based restricted shares may vest based on Tile Shop’s results and continued employment, tied to future annual financial statement releases.

What performance-based restricted stock grants are disclosed for the TTSH CEO?

Performance-based restricted stock includes 12,099 shares vesting when Tile Shop releases its 2026 fiscal year financial statements, and 10,833 shares vesting 30% and 40% on the 2026 and 2027 financial statement release dates. Vesting depends on continued employment and the company achieving specified performance targets.

What stock option vesting schedule is reported for the TTSH CEO?

One option grant vests in three substantially equal installments on 3/2/2027, 3/2/2028, and 3/2/2029, subject to continuous employment on each vesting date. Another option position is described as fully exercisable, indicating those option shares are already vested and available to exercise under the plan’s terms.

How many Tile Shop common shares does the CEO hold after this Form 4 transaction?

After the tax-withholding disposition, Cabell Lolmaugh directly holds 192,165 shares of Tile Shop common stock. This figure reflects the shares remaining following the company’s withholding of 2,217 shares used to satisfy his tax obligation tied to a previously reported restricted stock vesting.

What does this Form 4 reveal about the TTSH CEO’s equity incentives?

The filing shows a mix of directly held common shares, time-vested restricted stock, performance-based restricted stock, and stock options. Vesting spans 2026 to 2029 and generally requires continued employment and, for performance awards, Tile Shop meeting specified annual performance targets described in its Form 10-K.