Tile Shop (TTSH) exec withholds 1,108 shares to cover tax bill

Rhea-AI Filing Summary

Tile Shop Holdings senior vice president and chief merchant officer Joseph Kinder reported a tax-related share disposition. He directed the company to withhold 1,108 shares of common stock at $3.34 per share to satisfy tax obligations tied to a previously granted restricted stock award, leaving him with 86,384 common shares held directly.

Footnotes show he also holds time-based and performance-based restricted stock that will vest over 2026–2028 if service and performance conditions are met, plus stock options that vest in three installments on 3/2/2027, 3/2/2028 and 3/2/2029, along with an existing fully exercisable option.

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^*

KINDER JOSEPH

(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)
	SVP, Chief Merchant 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		1,108(1)	D	$3.34	86,384(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)	$8.8							(5)	07/20/2028	Common Stock	50,000		50,000	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) 2,520 shares of restricted stock for which the risks of forfeiture will lapse on 3/4/27; (ii) 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

3. (iii) the following shares of performance-based restricted stock, which are, in each case, subject to Mr. Kinder 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) 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; and (B) 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, as Attorney-in-Fact	03/09/2026
	** 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 did Tile Shop (TTSH) executive Joseph Kinder report in this Form 4?

Joseph Kinder reported a tax-withholding disposition of company shares. He directed Tile Shop to withhold shares from a vested restricted stock grant to cover taxes, a common administrative transaction rather than an open-market purchase or sale of stock.

How many Tile Shop (TTSH) shares were withheld for Joseph Kinder’s taxes?

The company withheld 1,108 common shares at $3.34 per share to satisfy Joseph Kinder’s tax obligation. After this withholding, he directly holds 86,384 common shares of Tile Shop, according to the reported post-transaction ownership balance.

Was Joseph Kinder’s Form 4 transaction an open-market sale of TTSH stock?

No, the Form 4 describes a tax-withholding disposition, coded “F.” Shares were withheld by Tile Shop to pay taxes on a vesting restricted stock award, rather than being sold by Kinder in an open-market transaction to outside buyers.

What restricted stock awards does Joseph Kinder hold in Tile Shop (TTSH)?

Footnotes show Kinder holds time-based and performance-based restricted stock. Portions are scheduled to lapse forfeiture risks in 2026, 2027, and 2028, subject to his continued employment and Tile Shop’s achievement of specified performance targets for each applicable year.

What stock options does Joseph Kinder have according to this filing?

Kinder holds several stock options (rights to buy) in Tile Shop. One option grant vests in three substantially equal installments on 3/2/2027, 3/2/2028, and 3/2/2029, subject to continued employment, and another option is already fully exercisable.

How many Tile Shop (TTSH) shares does Joseph Kinder own after the reported transaction?

After the tax-withholding disposition, the filing states that Kinder directly owns 86,384 shares of common stock. This figure reflects his post-transaction direct holdings, not including unvested restricted stock or unexercised stock options described in the footnotes.