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.
Tile Shop Holdings, Inc. SEC filings document operating results, material-event disclosures, governance matters, and capital-structure actions for the tile specialty retailer. Form 8-K filings furnish quarterly financial results and report material events, while proxy materials describe shareholder voting matters involving amendments to the company’s certificate of incorporation and stock split proposals.
The filing record also includes disclosures related to Nasdaq listing-status notices, Exchange Act registration matters, common-stock structure, board-authorized corporate actions, and exhibits supporting reported earnings and material events.
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 28.8% of the outstanding common stock. The reporting person states the aggregate purchase cost was approximately $76,358,266, funded with the Funds' working capital.
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 December 2025. The filer also disclosed cash-settled total return swaps giving economic exposure to an additional 902,113 notional shares (about 2.0% of outstanding shares) but without voting rights.
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.