Tile Shop (TTSH) CEO reports tax-driven share withholdings and awards

Rhea-AI Filing Summary

Tile Shop Holdings director and Chief Executive Officer Cabell Lolmaugh reported two tax-related share dispositions. On March 3, 2026 and March 4, 2026, he directed the company to withhold a total of 3,432 shares of common stock (1,621 and 1,811 shares, respectively) at $3.42 per share to satisfy tax withholding obligations tied to previously granted restricted stock vesting. After these withholdings, he directly owned 194,382 shares of common stock. Footnotes indicate additional restricted stock and performance-based restricted stock awards that vest over 2026–2028, as well as stock options vesting in three installments on March 2 of 2027, 2028, and 2029, with one option grant already fully exercisable.

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^*

Lolmaugh Cabell

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		1,621(1)	D	$3.42	196,193	D
Common Stock	03/04/2026		F		1,811(1)	D	$3.42	194,382(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)	$5.55							(5)	02/22/2028	Common Stock	56,000		56,000	D
Stock Option (Right to Buy)	$6.26							(5)	02/20/2029	Common Stock	97,067		97,067	D
Stock Option (Right to Buy)	$3.41							(4)	03/02/2036	Common Stock	120,000		120,000	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) 6,173 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 on 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 3/3/27 and 3/3/28; and

3. (iv) the following shares of performance-based restricted stock, which are, in each case, subject to Mr. Lolmaugh 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) 12,099 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) 10,833 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
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FAQ

What insider transactions did TTSH CEO Cabell Lolmaugh report?

Cabell Lolmaugh reported two tax-related share withholdings. On March 3 and March 4, 2026, the issuer withheld a total of 3,432 shares of common stock at $3.42 per share to cover tax obligations from restricted stock vesting.

Were the TTSH CEO transactions open-market sales of stock?

No, the transactions were tax-withholding dispositions, not open-market sales. The company withheld shares that would otherwise have been delivered upon restricted stock vesting to satisfy Lolmaugh’s tax liabilities, as described in the Form 4 footnotes.

How many TTSH shares does Cabell Lolmaugh hold after these transactions?

Following the March 2026 tax-withholding dispositions, Cabell Lolmaugh directly held 194,382 shares of Tile Shop Holdings common stock. This figure reflects his ownership after the issuer withheld shares to satisfy tax obligations related to vesting restricted stock.

What restricted stock awards does the TTSH CEO currently have outstanding?

Footnotes state Lolmaugh holds restricted stock including 6,173 shares vesting March 6, 2026, 5,041 shares vesting March 4, 2027, and 9,028 shares vesting in equal parts on March 3, 2027 and March 3, 2028, subject to continued employment.

What performance-based restricted stock does TTSH’s CEO hold?

He holds performance-based restricted stock including 12,099 shares vesting when Tile Shop releases its 2026 annual financials, and 10,833 shares vesting 30% and 40% on the release dates of the 2026 and 2027 annual financial statements, subject to performance and service conditions.

How do Cabell Lolmaugh’s stock options at TTSH vest?

One stock option grant is noted as fully exercisable. Another option grant vests in three substantially equal installments on March 2 of 2027, 2028, and 2029, contingent on Lolmaugh’s continued employment with Tile Shop Holdings through each vesting date.