Tile Shop (TTSH) SVP Joseph Kinder awarded 80,000 stock options

Rhea-AI Filing Summary

KINDER JOSEPH reported acquisition or exercise transactions in this Form 4 filing.

Tile Shop Holdings executive Joseph Kinder was granted stock options for 80,000 shares of common stock on March 2, 2026. These options were awarded at no cost and give him the right to buy company shares in the future.

The options vest in three substantially equal installments on March 2, 2027, March 2, 2028, and March 2, 2029, as long as he remains continuously employed through each vesting date. After this grant, Kinder directly holds stock options and common shares, including restricted and performance-based restricted stock that vest over several future dates tied to continued employment and the company’s performance targets.

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)
03/02/2026

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								89,479(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	26,900		26,900	D
Stock Option (Right to Buy)	$8.8							(4)	07/20/2028	Common Stock	50,000		50,000	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) 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

2. (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.

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, as Attorney-in-Fact	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 did TTSH executive Joseph Kinder report in this Form 4 filing?

Joseph Kinder reported receiving a grant of stock options for 80,000 Tile Shop Holdings shares. The grant is a compensation award, giving him the right to buy shares later, subject to multi-year vesting and continued employment conditions.

How many stock options did TTSH grant to Joseph Kinder and on what date?

Tile Shop Holdings granted Joseph Kinder 80,000 stock options on March 2, 2026. These derivative securities are compensation-based and were awarded at no purchase price, contingent on future vesting dates over three years of continued employment.

What are the vesting terms of Joseph Kinder’s new TTSH stock options?

The 80,000 stock options vest in three substantially equal installments on March 2, 2027, March 2, 2028, and March 2, 2029. Vesting requires Kinder to remain continuously employed with Tile Shop Holdings through each applicable vesting date.

What other TTSH equity awards does Joseph Kinder hold besides the new options?

Kinder also holds restricted stock and performance-based restricted stock in Tile Shop Holdings. These include multiple tranches with forfeiture risks that lapse between March 2026 and the release of the company’s 2027 financial statements, conditioned on employment and meeting specified performance targets.

Does the Form 4 show any TTSH share sales or purchases by Joseph Kinder?

The Form 4 shows a grant and holdings, but no reported share sales or open-market purchases by Joseph Kinder. The primary new activity is the award of 80,000 stock options as part of his compensation package with Tile Shop Holdings.

How are Joseph Kinder’s performance-based restricted TTSH shares structured?

Some of Kinder’s restricted stock is performance-based, vesting only if he stays employed and Tile Shop meets annual performance targets. Vesting occurs when the company releases its annual financial statements for fiscal years 2026 and 2027, according to the award terms described.