Tile Shop Holdings (TTSH) insider exercises 482,703 cash swaps on stock

Rhea-AI Filing Summary

Tile Shop Holdings, Inc. director and reporting person Fund 1 Investments, LLC reported exercising cash-settled total return swap derivatives tied to the company’s common stock. On December 12, 2025, the reporting person exercised 482,703 of these cash-settled total return swap agreements at $6.4873 per swap agreement under their existing terms, leaving zero derivative securities beneficially owned afterward.

The swaps referenced 482,703 shares of Tile Shop common stock and had an expiration date of April 7, 2028, which could automatically extend in 12‑month periods unless either party gave advance written notice. The position was held indirectly through private investment vehicles advised by Pleasant Lake Partners LLC, with Fund 1 Investments, LLC as managing member and Jonathan Lennon as managing member of Fund 1 Investments, LLC, and the reporting person disclaims beneficial ownership beyond its pecuniary interest.

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^*

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)
12/12/2025

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

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(2)	(2)	12/12/2025		X/K			482,703	(2)	04/07/2028(3)	Common Stock	482,703	$6.4873	0	I	See Footnote(1)

Explanation of Responses:

1. Securities reported herein for Fund 1 Investments, LLC are held by private investment vehicles for which Pleasant Lake Partners LLC serves as investment adviser. Fund 1 Investments, LLC serves as managing member of Pleasant Lake Partners LLC. Jonathan Lennon serves as managing member of Fund 1 Investments, LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

2. The Reporting Person previously entered into certain cash-settled total return swap arrangements with an unaffiliated third party financial institution. On December 12, 2025, the Reporting Person exercised 482,703 of such cash-settled total return swap agreements in exchange for $6.4873 per swap agreement in accordance with the terms of such swap agreements.

3. 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.

	/s/ Fund 1 Investments, LLC By: Benjamin C. Cable, Chief Operating Officer	12/16/2025
	** 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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FAQ

What insider transaction was reported for Tile Shop Holdings (TTSH)?

Fund 1 Investments, LLC, a director of Tile Shop Holdings, Inc., reported the exercise of 482,703 cash-settled total return swap agreements tied to Tile Shop common stock on December 12, 2025.

How many cash-settled total return swaps were involved and at what price?

The reporting person exercised 482,703 cash-settled total return swap agreements at a price of $6.4873 per swap agreement, in accordance with the terms of those agreements.

What type of derivative security did the Tile Shop (TTSH) insider hold?

The insider held cash-settled total return swaps referencing 482,703 shares of Tile Shop common stock, as shown in the derivative securities table.

Does the reporting person still hold these Tile Shop-related derivative securities?

No. After exercising the 482,703 cash-settled total return swap agreements, the number of derivative securities beneficially owned was reported as 0.

Who ultimately controls the entities in this Tile Shop (TTSH) insider transaction?

The securities were held by private investment vehicles advised by Pleasant Lake Partners LLC. Fund 1 Investments, LLC is the managing member of Pleasant Lake Partners LLC, and Jonathan Lennon is the managing member of Fund 1 Investments, LLC. The reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.

When did the swap agreements expire and could that date change?

The swap agreements had an expiration date of April 7, 2028. That expiration date would automatically extend for successive 12‑month periods unless one party gave written notice within the specified advance notice periods described in the report.