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.
Fund 1 Investments, LLC disclosed a significant stake in Tile Shop Holdings, Inc. by reporting beneficial ownership of 12,859,012 shares, equal to approximately
The filer says the shares were acquired because they were believed to be undervalued and that it may engage with the Board and management about the company's proposed plan to delist and deregister following an expected special meeting in
Tile Shop Holdings (TTSH) seeks stockholder approval to execute a reverse/forward stock split to “go dark,” delist from the Nasdaq Capital Market, and deregister under the Exchange Act. If approved, holders with fewer than the Board‑selected minimum between 2,000 and 4,000 shares immediately before the reverse split would be cashed out at $6.60 per pre‑split share, after which a forward split would restore continuing holders to their prior share counts.
The company states the primary purpose is to reduce record holders below 300 and eliminate SEC reporting. The Board and an independent Transaction Committee received a fairness opinion supporting the $6.60 cash payment. Based on an assumed 1‑for‑3,000 reverse split, Tile Shop estimates approximately $4.8 million to cash out fractional shares and about $523,000 in related fees. Management expects recurring annual savings of roughly $2.4 million from reduced public company costs. A majority of votes cast is required; the Board may abandon the transaction even if approved. The record date is October 22, 2025.
Tile Shop Holdings, Inc. disclosed a material corporate action: the company plans a proposed transaction that will require stockholder approval and will be accompanied by a formal proxy statement and a Schedule 13E-3. The filing states that final proxy materials and any required supplemental filings will be provided to stockholders and filed with the SEC, and that directors and executive officers may be participants in the solicitation. The notice directs investors to obtain free copies of the proxy materials from the SEC or by request to investor relations. The filing does not disclose transaction terms, consideration, timing for the special meeting, or other financial impacts.
Fund 1 Investments, LLC and related entities reported multiple transactions in Tile Shop Holdings (TTSH) securities on June 18-23, 2025. The filing discloses:
- Purchase of 1,060 common shares at $6.2572 per share on June 20, bringing total indirect beneficial ownership to 11,856,805 shares through PLP Funds Master Fund LP
- Additional 1,002,207 shares held indirectly through an unaffiliated private fund
- Two cash-settled total return swap transactions: - June 18: 14,170 notional shares at $6.0518 - June 23: 10,253 notional shares at $6.2635
The reporting persons are 10% owners of TTSH. The swap agreements provide economic exposure without voting rights and expire April 7, 2028, with automatic 12-month extensions unless terminated. Pleasant Lake Partners LLC serves as investment adviser, with Fund 1 Investments as managing member.
Fund 1 Investments LLC and related entities reported multiple transactions in Tile Shop Holdings (TTSH) securities as 10% owners. On June 20, 2025, they acquired 1,060 shares of common stock at $6.2572 per share, bringing their total beneficial ownership to 11,856,805 shares held indirectly through PLP Funds Master Fund LP, plus an additional 1,002,207 shares held for an unaffiliated private fund.
The filing also discloses two derivative transactions involving cash-settled total return swaps:
- June 18, 2025: Acquired exposure to 14,170 notional shares at $6.0518 per share
- June 23, 2025: Acquired exposure to 10,253 notional shares at $6.2635 per share
These swap agreements expire on April 7, 2028, with automatic 12-month extensions unless terminated by notice. The swaps provide economic exposure without voting rights or disposition power over the underlying shares. All transactions were executed through Pleasant Lake Partners LLC, with Fund 1 Investments serving as managing member.