Welcome to our dedicated page for Tile Shop Hldgs SEC filings (Ticker: TTSH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Tile Shop Holdings, Inc. (TTSH) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as it transitions from a Nasdaq‑listed issuer toward a planned delisting and deregistration. Tile Shop Holdings, a specialty retailer of natural stone, man-made and luxury vinyl tiles, setting and maintenance materials, and related accessories in the United States, uses its filings to describe both its operating performance and significant corporate actions.
Key documents include Form 10‑Q and 10‑K style financial reports referenced in earnings releases, where investors can find details on net sales, comparable store sales, gross margin, income or loss from operations, cash balances, store counts and distribution center changes. These filings also discuss non‑GAAP measures such as Adjusted EBITDA and Pretax Return on Capital Employed, with reconciliations and explanations of how management uses them.
Several Form 8‑K current reports are especially important for understanding Tile Shop’s capital markets strategy. An 8‑K dated October 3, 2025 describes the board’s approval of a “going dark” transaction involving a reverse and forward stock split, delisting from the Nasdaq Capital Market, and termination of public company reporting obligations, subject to stockholder approval. A later 8‑K dated December 15, 2025 reports that the company filed certificates of amendment in Delaware to implement a 1‑for‑3,000 reverse stock split followed by a 3,000‑for‑1 forward stock split and outlines the treatment of stockholders holding fewer or more than 3,000 shares.
The company’s definitive proxy statement on Schedule 14A, dated November 5, 2025, provides extensive detail on the reverse stock split proposal, the purpose of reducing the number of record holders below the SEC reporting threshold, the planned delisting and deregistration, and the board’s and independent transaction committee’s analysis of the transaction. It also includes a summary term sheet, fairness discussion, risk factors, and questions and answers about the transaction.
Investors can also review 8‑K filings that furnish earnings press releases for specific quarters, which are incorporated by reference and summarize financial results for the relevant periods. As the company proceeds with filing a Form 25 to remove its listing and a Form 15 to deregister its common stock, those documents will further define Tile Shop Holdings’ reporting obligations and trading status.
On Stock Titan, AI‑powered tools can help users quickly interpret lengthy proxy statements, 8‑Ks and other filings by highlighting the sections that explain the reverse and forward stock splits, the cash‑out of smaller holdings at $6.60 per share, the rationale for the going dark transaction, and the expected impact on stockholders and reporting requirements.
Tile Shop Holdings Senior VP, CFO and Secretary Mark Burton Davis reported a disposition of shares to the company. He forfeited 18,840 shares of unvested performance-based restricted common stock on
After this forfeiture, he directly holds 108,975 shares of common stock and 5,400 stock options that are fully exercisable. His holdings include multiple time-based and performance-based restricted stock awards with forfeiture risks scheduled to lapse between
Tile Shop Holdings CEO Cabell Lolmaugh reported a disposition to the issuer of 32,015 shares of common stock on February 26, 2026. According to the footnotes, this represents forfeiture of unvested performance-based restricted stock granted in 2023, 2024 and 2025 because the applicable performance targets were not achieved.
After this forfeiture, he directly holds 197,814 shares of common stock, including several tranches of time-based and performance-based restricted stock with future vesting tied to continued employment and company performance. He also reports multiple stock option positions, with at least one noted as fully exercisable.
Tile Shop Holdings, Inc. is a specialty U.S. tile retailer that operated 140 stores in 31 states and D.C. as of December 31, 2025, generating $336.8 million in net sales and a $5.8 million loss from operations, down from prior-year operating income.
In December 2025 the company executed a reverse stock split at 1-for-3,000 followed by a forward split at 3,000-for-1, paying $6.60 per share and an aggregate of about $32.2 million to stockholders with fewer than 3,000 shares, which eliminated many smaller holders.
Following this “Transaction,” the company delisted from Nasdaq, moved trading to the OTC Pink market under “TTSH,” terminated its Exchange Act registrations, and plans to stop SEC periodic reporting after this Annual Report. It also highlights macro risks such as inflation, housing weakness, tariffs and a recent Supreme Court decision affecting trade measures.
Tile Shop Holdings director reports no share ownership
Tile Shop Holdings, Inc. director Benjamin Faw filed an initial ownership report stating that he does not beneficially own any securities of the company. The filing confirms that, as of the event date of January 7, 2026, there are no non-derivative or derivative securities of Tile Shop Holdings, Inc. reported as directly or indirectly owned by him.
Tile Shop Holdings director Jonathan Lennon filed an initial Form 3 disclosing his beneficial holdings of company stock. The filing reports that he holds 0 shares of common stock directly and has indirect beneficial ownership of 12,859,012 shares of common stock through Fund I Investments, LLC. These shares are held by private investment vehicles for which Pleasant Lake Partners LLC serves as investment adviser, and Fund I Investments, LLC is the managing member of Pleasant Lake Partners LLC.
Jonathan Lennon serves as managing member of Fund I Investments, LLC and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in them.
Tile Shop Holdings, Inc. director and reporting person Fund 1 Investments, LLC reported exercising cash-settled total return swap derivatives tied to the company’s common stock. On December 12, 2025, the reporting person exercised 482,703 of these cash-settled total return swap agreements at $6.4873 per swap agreement under their existing terms, leaving zero derivative securities beneficially owned afterward.
The swaps referenced 482,703 shares of Tile Shop common stock and had an expiration date of April 7, 2028, which could automatically extend in 12‑month periods unless either party gave advance written notice. The position was held indirectly through private investment vehicles advised by Pleasant Lake Partners LLC, with Fund 1 Investments, LLC as managing member and Jonathan Lennon as managing member of Fund 1 Investments, LLC, and the reporting person disclaims beneficial ownership beyond its pecuniary interest.
Tile Shop Holdings, Inc. is restructuring its share count and preparing to leave the public markets. The company approved a 1-for-3,000 reverse stock split followed immediately by a 3,000-for-1 forward stock split, both effective on December 15, 2025. The stock will trade on a post-split basis on Nasdaq under TTSH beginning December 16, 2025.
Stockholders owning fewer than 3,000 shares before the reverse split will receive $6.60 in cash per share and will cease to be stockholders. Holders of more than 3,000 shares will retain the same number of shares after the forward split. The company plans to file Form 25 on or about December 17, 2025 to delist from Nasdaq and deregister under Section 12(b), followed by Form 15 on or about December 27, 2025, which will suspend its ongoing Exchange Act reporting obligations.
Tile Shop Holdings (TTSH) is soliciting stockholder approval for a reverse/forward stock split to facilitate deregistration and a Nasdaq delisting. If approved, at the reverse split effective time, each holder with fewer than the Board‑selected Minimum Number of shares (between 2,000 and 4,000) will be cashed out for
The company’s stated goal is to reduce record holders below 300 and cease Exchange Act reporting. Based on an assumed 1‑for‑3,000 ratio, it estimates reducing record holders from about 3,341 to about 238 and a total cash requirement of approximately
Tile Shop Holdings (TTSH) reported softer Q3 2025 results and outlined a plan to delist its stock via a reverse/forward split, subject to stockholder approval at a Special Meeting expected in December 2025.
Q3 net sales were $83.1 million versus $84.5 million a year ago, with a net loss of $1.6 million (vs. $0.0 million income). Gross margin fell to 62.9% from 66.5% on higher product costs, delivery expenses, and discounting. Comparable store sales decreased 1.4% in Q3 and 3.0% year‑to‑date. Nine‑month sales were $259.3 million with a $1.1 million net loss.
The “Going Dark Transaction” would cash out holders below 2,000–4,000 shares at $6.60 per share after a reverse split, then a forward split restores holdings for continuing stockholders. Based on a 1‑for‑3,000 mid‑point, about 1,307,000 shares would be cashed out at an estimated cost of $8.6 million plus approximately $523,000 in expenses, with anticipated annual savings of roughly $2.4 million. As of September 30, 2025, cash was $24.1 million, there were no borrowings, and $73.8 million remained available on the revolver. Shares outstanding were 44,715,001 as of November 3, 2025.
Tile Shop Holdings (TTSH) reported that it furnished an earnings press release covering the three and nine months ended September 30, 2025. The release is included as Exhibit 99.1 to a current report on Form 8-K.
The company noted the exhibit is furnished, not filed, under the Exchange Act, which means it is not subject to Section 18 liability and is incorporated by reference only if specifically stated elsewhere.