[Form 4] TILE SHOP HOLDINGS, INC. Insider Trading Activity

Rhea-AI Filing Summary

Tile Shop Holdings Senior VP, CFO and Secretary Mark Burton Davis reported a disposition of shares to the company. He forfeited 18,840 shares of unvested performance-based restricted common stock on February 26, 2026 as the applicable performance targets were not achieved, resulting in a disposition to the issuer at no per-share value.

After this forfeiture, he directly holds 108,975 shares of common stock and 5,400 stock options that are fully exercisable. His holdings include multiple time-based and performance-based restricted stock awards with forfeiture risks scheduled to lapse between 2026 and 2028, subject to continued employment and the company meeting specified performance targets.

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)
02/26/2026

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	02/26/2026		D		18,840(1)	D	$0	108,975(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							(4)	11/06/2027	Common Stock	5,400		5,400	D

Explanation of Responses:

1. Represents forfeiture of unvested performance-based restricted stock granted in 2023, 2024 and 2025 as a result of the applicable performance targets not being achieved.

2. Includes (i) 3,086 shares of restricted stock for which the risks of forfeiture will lapse on 3/6/26; (ii) 5,041 shares of restricted stock for which the risks of forfeiture will lapse in equal annual installments on each of 3/4/26 and 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) 9,028 shares of restricted stock for which the risks of forfeiture will lapse in equal annual installments on each of 3/3/26, 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. Fully exercisable.

	/s/ Mark B. Davis	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Tile Shop (TTSH) report for Mark Burton Davis?

Tile Shop reported that CFO Mark Burton Davis forfeited 18,840 shares of unvested performance-based restricted common stock. The disposition was to the issuer at zero value, reflecting missed performance targets rather than an open-market sale for cash proceeds.

Why were 18,840 Tile Shop (TTSH) shares forfeited by the CFO?

The 18,840 shares were unvested performance-based restricted stock granted in 2023, 2024 and 2025. They were forfeited because the applicable performance targets were not achieved, causing automatic cancellation and return of these shares to Tile Shop Holdings.

How many Tile Shop (TTSH) shares does the CFO own after this Form 4?

After the reported disposition, CFO Mark Burton Davis directly owns 108,975 shares of Tile Shop common stock. This total includes several tranches of time-based and performance-based restricted stock that remain subject to future vesting and forfeiture conditions through 2028.

Did the Tile Shop (TTSH) CFO sell shares on the open market?

The filing shows a disposition to the issuer, not an open-market sale. The 18,840 shares of performance-based restricted stock were forfeited at zero price because performance targets were not met, so the CFO did not receive trading proceeds from this transaction.

What unvested restricted stock remains for the Tile Shop (TTSH) CFO?

Remaining holdings include restricted stock where forfeiture risks lapse on dates such as March 6, 2026, March 4, 2026 and 2027, May 13, 2026 and 2027, and March 3, 2026–2028, plus performance-based awards tied to financial statement release dates for 2026 and 2027.

What stock options does the Tile Shop (TTSH) CFO hold after the transaction?

Following the reported activity, the CFO holds 5,400 stock options described as fully exercisable. These options are separate from his restricted stock awards and give him the right to buy Tile Shop common shares under the terms of the option grant.