Tile Shop (TTSH) grants CFO 80,000 stock options with multi-year vesting

Rhea-AI Filing Summary

Davis Mark Burton reported acquisition or exercise transactions in this Form 4 filing.

Tile Shop Holdings Senior VP, CFO and Secretary Mark Burton Davis reported an award of 80,000 stock options on March 2, 2026. These options vest in three substantially equal installments on March 2, 2027, March 2, 2028 and March 2, 2029, contingent on his continued employment.

After this grant, he directly holds stock options and 108,975 shares of common stock, which include multiple restricted stock and performance-based restricted stock awards scheduled to lapse or vest based on service and performance conditions through the 2027 fiscal year.

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)
03/02/2026

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								108,975(1)(2)	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)	$3.41	03/02/2026		A		80,000		(3)	03/02/2036	Common Stock	80,000	$0	80,000	D
Stock Option (Right to Buy)	$8.5							(4)	11/06/2027	Common Stock	5,400		5,400	D

Explanation of Responses:

1. 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:

2. (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.

3. 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.

4. Fully exercisable.

	/s/ Mark B. Davis	03/03/2026
	** 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 activity did Tile Shop Holdings (TTSH) report for Mark Burton Davis?

Tile Shop Holdings reported that Senior VP, CFO and Secretary Mark Burton Davis received a grant of 80,000 stock options on March 2, 2026. The filing also updates his direct holdings of common stock, restricted stock, and performance-based restricted shares.

How many stock options were granted to the TTSH CFO and when do they vest?

Mark Burton Davis was granted 80,000 stock options on March 2, 2026. These options vest in three substantially equal installments on March 2, 2027, March 2, 2028, and March 2, 2029, provided he remains continuously employed on each applicable vesting date.

What common stock holdings does Mark Burton Davis report in TTSH?

Following the reported transactions, Mark Burton Davis directly holds 108,975 shares of Tile Shop Holdings common stock. This total includes various restricted stock and performance-based restricted stock awards with different vesting schedules tied to future dates and performance targets.

What restricted stock awards are included in the TTSH CFO’s holdings?

His holdings include several restricted stock tranches with forfeiture risks lapsing on March 6, 2026, in annual installments on March 4, 2026 and 2027, May 13, 2026 and 2027, and March 3, 2026, 2027 and 2028, subject to continued employment conditions.

How are the performance-based restricted shares for TTSH’s CFO structured?

The performance-based restricted shares vest if Mr. Davis remains employed through December 31 of the year before vesting and if Tile Shop achieves performance targets. Vesting is tied to dates when the company releases its annual financial statements for the 2026 and 2027 fiscal years.

What role does Mark Burton Davis hold at Tile Shop Holdings (TTSH)?

Mark Burton Davis serves as Senior Vice President, Chief Financial Officer and Secretary of Tile Shop Holdings. The Form 4 filing details his stock option grant and equity holdings in that executive capacity, including restricted and performance-based stock awards.