Tile Shop (NASDAQ: TTSH) executive forfeits 17,362 performance-based shares

Rhea-AI Filing Summary

Tile Shop Holdings SVP and Chief Merchant Officer Joseph Kinder reported the forfeiture of 17,362 shares of performance-based restricted common stock, which were returned to the issuer after applicable performance targets for 2023–2025 grants were not achieved.

After this disposition to the issuer, Kinder directly holds 89,479 shares of common stock, including time-based and performance-based restricted stock with future vesting and performance conditions. He also holds stock options covering 26,900 and 50,000 shares, respectively, as of the reported date.

A prior reverse stock split on December 15, 2025 resulted in cash being paid for 600 shares of common stock previously held by Kinder’s spouse, on the same basis as other stockholders.

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)
02/26/2026

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	02/26/2026		D		17,362(1)	D	$0	89,479(2)(3)(4)	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

Explanation of Responses:

1. Represents forfeiture of unvested performance-based restricted stock granted in 2023, 2024 and 2025 as a result of the applicable performance targets not being achieved.

2. 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

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. A reverse stock split on December 15, 2025 resulted in cash paid for 600 shares of the Issuer's common stock previously held by Mr. Kinder's spouse on a pre-reverse stock split basis, on the same basis as the Issuer's other stockholders.

5. Fully exercisable.

	/s/ Mark B. Davis, as Attorney-in-Fact	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did TTSH executive Joseph Kinder report on this Form 4?

Joseph Kinder reported forfeiting 17,362 shares of performance-based restricted common stock, returned to Tile Shop Holdings after related performance targets were not achieved. This disposition reduced only unvested awards rather than involving an open-market sale of shares.

Why were 17,362 Tile Shop (TTSH) restricted shares forfeited by Joseph Kinder?

The 17,362 forfeited shares were performance-based restricted stock granted in 2023, 2024 and 2025. They were forfeited because Tile Shop did not achieve the specified performance targets tied to those awards, as described in the filing’s footnotes.

How many Tile Shop (TTSH) common shares does Joseph Kinder hold after the forfeiture?

After the reported forfeiture, Joseph Kinder directly holds 89,479 shares of Tile Shop common stock. This total includes multiple tranches of restricted stock with time-based vesting and performance conditions that extend into 2026, 2027 and 2028, subject to continued employment and targets.

What future vesting conditions apply to Joseph Kinder’s Tile Shop restricted stock?

Kinder’s restricted shares include time-based tranches vesting on March 3, March 4 and March 6 in 2026–2028, plus performance-based tranches. These performance shares vest only if he remains employed and Tile Shop achieves annual performance targets described in its Form 10-K.

What Tile Shop stock options does Joseph Kinder hold according to this Form 4?

The filing shows Kinder holding two stock option positions labeled as rights to buy Tile Shop common stock. After the reporting date, these options cover 26,900 shares and 50,000 shares, respectively, both held directly, separate from his restricted and unrestricted common stock.

How did Tile Shop’s reverse stock split affect Joseph Kinder’s household holdings?

A reverse stock split on December 15, 2025 resulted in cash being paid for 600 shares of Tile Shop common stock previously held by Kinder’s spouse. The cash treatment occurred on the same basis as for all other stockholders in the reverse split.