Tile Shop Holdings (TTSH) SVP logs tax-related share withholdings

Rhea-AI Filing Summary

Tile Shop Holdings SVP and Chief Merchant Officer Joseph Kinder reported tax-related stock dispositions. On March 3, 2026 and March 4, 2026, he elected to satisfy tax withholding obligations tied to previously granted restricted stock by having the company withhold 1,081 and 906 shares of common stock, respectively, at a price of $3.42 per share.

These Form 4 transactions are coded as tax-withholding dispositions rather than open-market sales, and following the latest transaction Kinder directly owned 87,492 shares of common stock. Footnotes also describe additional time-based and performance-based restricted stock and stock options that remain subject to future vesting and forfeiture conditions.

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)
03/03/2026

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	03/03/2026		F		1,081(1)	D	$3.42	88,398	D
Common Stock	03/04/2026		F		906(1)	D	$3.42	87,492(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) 3,086 shares of restricted stock for which the risks of forfeiture will lapse on 3/6/26; (ii) 2,520 shares of restricted stock for which the risks of forfeiture will lapse on 3/4/27; (iii) 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. (iv) 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	03/05/2026
	** 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 transactions did TTSH executive Joseph Kinder report on this Form 4?

Joseph Kinder reported two tax-withholding dispositions of Tile Shop Holdings common stock. On March 3 and March 4, 2026, he directed the issuer to withhold 1,081 and 906 shares, respectively, in connection with the vesting of previously granted restricted stock.

Were Joseph Kinder’s TTSH stock transactions open-market sales?

No. The Form 4 classifies both transactions as tax-withholding dispositions under code F. A footnote explains Kinder elected to satisfy his tax obligations by having the issuer withhold shares otherwise issuable upon vesting of a prior restricted stock grant.

How many TTSH shares does Joseph Kinder own after these Form 4 transactions?

After the March 4, 2026 tax-withholding disposition, Joseph Kinder directly owned 87,492 shares of Tile Shop Holdings common stock. This figure reflects shares remaining after the issuer withheld 906 shares to cover tax obligations on vested restricted stock.

What restricted stock awards for TTSH does Joseph Kinder still hold?

Footnotes state his holdings include 3,086 restricted shares vesting March 6, 2026, 2,520 vesting March 4, 2027, and 6,018 vesting in equal installments on March 3, 2027 and March 3, 2028, along with additional performance-based restricted stock subject to performance and service conditions.

What performance-based restricted TTSH shares are noted for Joseph Kinder?

Kinder holds performance-based restricted stock including 6,049 shares vesting when annual financial statements for fiscal 2026 are released, and 12,638 shares vesting in tranches tied to the company’s 2026 and 2027 financial statement release dates, contingent on meeting specified performance targets.

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

The Form 4 shows holdings of stock options with 26,900, 50,000, and 80,000 underlying shares. One footnote states certain options vest in three substantially equal installments on March 2, 2027, March 2, 2028, and March 2, 2029, subject to continued employment.