Fund 1 Investments Signals Confidence in Tile Shop with Strategic Share Accumulation

Rhea-AI Filing Summary

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.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Fund 1 Investments, LLC

(Last) (First) (Middle)

100 CARR 115

UNIT 1900

(Street)

RINCON PR 00677

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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

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

	Form filed by One Reporting Person
X	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	06/20/2025		P		1,060	A	$6.2572	11,856,805	I	See Footnotes(1)(2)
Common Stock								1,002,207	I	See Footnotes(1)(3)

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
Cash-Settled Total Return Swap(4)	(4)	06/18/2025		P/K		14,170		(4)	04/07/2028(5)	Common Stock	14,170	$6.0518	821,860	I	See Footnotes(1)(2)
Cash-Settled Total Return Swap(4)	(6)	06/23/2025		P/K		10,253		(6)	04/07/2028(5)	Common Stock	10,253	$6.2635	832,113	I	See Footnotes(1)(2)

1. Name and Address of Reporting Person^*

Fund 1 Investments, LLC

(Last) (First) (Middle)

100 CARR 115

UNIT 1900

(Street)

RINCON PR 00677

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Pleasant Lake Partners LLC

(Last) (First) (Middle)

100 CARR 115 UNIT 1900

(Street)

RINCON PR 00677

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

PLP Funds Master Fund LP

(Last) (First) (Middle)

100 CARR 115 UNIT 1900

(Street)

RINCON PR 00677

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Securities reported herein are held for the benefit of PLP Funds Master Fund LP (the "PL Fund") and an additional private investment vehicle for which Pleasant Lake Partners LLC ("PLP") serves as investment adviser. Fund 1 Investments, LLC serves as managing member of PLP. Jonathan Lennon serves as managing member of Fund 1 Investments, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

2. Securities held for the account of the PL Fund.

3. Shares held for the account of an unaffiliated private fund for which PLP serves as investment adviser.

4. The Reporting Persons have entered into certain cash-settled total return swap arrangements with an unaffiliated third party financial institution, which provide the Reporting Persons with economic exposure to 14,170 notional shares of common stock for a price of $6.0518 per share. The swap agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the swap agreements (the "Subject Shares"). Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein.

5. The expiration date of the swap agreements will be automatically extended for successive 12 month periods unless one party provides written notice to the other party, at least 30 calendar days prior to the first extension and at least 15 days prior to any subsequent extension, not to so extend the expiration date.

6. The Reporting Persons have entered into certain cash-settled total return swap arrangements with an unaffiliated third party financial institution, which provide the Reporting Persons with economic exposure to 10,253 notional shares of common stock for a price of $6.2635 per share. The swap agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the Subject Shares. Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein.

	/s/ Fund 1 Investments, LLC by: Benjamin C. Cable, Chief Operating Officer	06/23/2025
	/s/ Pleasant Lake Partners LLC by: Fund 1 Investments, LLC, its Managing Member, by Benjamin C. Cable, Chief Operating Officer	06/23/2025
	/s/ PLP Funds Master Fund LP, by Pleasant Lake Partners LLC, its Investment Adviser, by Fund 1 Investments, LLC, its Managing Member, by Benjamin C. Cable, Chief Operating Officer	06/23/2025
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many TTSH shares did Fund 1 Investments purchase on June 20, 2025?

Fund 1 Investments purchased 1,060 shares of TTSH common stock at a price of $6.2572 per share on June 20, 2025.

What is Fund 1 Investments' total beneficial ownership of TTSH stock after the reported transactions?

Following the reported transactions, Fund 1 Investments beneficially owns 11,856,805 shares through PLP Funds Master Fund LP and an additional 1,002,207 shares through an unaffiliated private fund, for a total of approximately 12.86 million shares.

What derivative transactions did Fund 1 Investments execute for TTSH stock in June 2025?

Fund 1 Investments entered into two cash-settled total return swap arrangements: 1) On June 18, 2025, for 14,170 notional shares at $6.0518 per share, and 2) On June 23, 2025, for 10,253 notional shares at $6.2635 per share. Both swaps expire on April 7, 2028, with automatic 12-month extensions unless terminated by either party.

What is the relationship between Fund 1 Investments and TTSH?

Fund 1 Investments, LLC is a 10% owner of TTSH through its role as managing member of Pleasant Lake Partners LLC (PLP), which serves as investment adviser to PLP Funds Master Fund LP and another private investment vehicle.

When do Fund 1 Investments' swap agreements for TTSH stock expire?

The swap agreements expire on April 7, 2028, but include an automatic 12-month extension provision unless one party provides written notice to terminate (30 days notice for first extension, 15 days for subsequent extensions).