TTSH: Acquirer reports 28.8% stake, 12.86M shares

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.

Rhea-AI Filing Summary

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.

Positive

• Substantial ownership: direct beneficial ownership of 12,859,012 shares representing 28.8% of the class
• Significant capital commitment: aggregate purchase price of approximately $76,358,266, indicating investment conviction
• Intent to engage: plans to discuss the proposed Deregistration Plan and strategic/operational opportunities with the Board

Negative

• Deregistration/delisting risk: the company’s Board approved a plan to delist and deregister pending stockholder approval expected in December 2025
• Limited voting reach from derivatives: cash-settled swaps cover 902,113 notional shares (~2.0%) but provide no voting power
• Concentration risk: holding nearly 28.8% of shares creates exposure to share-price volatility and potential liquidity constraints

Insights

Activist Engagement Specialist

Large minority stake positions the investor to press governance and strategic changes.

The filing shows a 28.8% economic and voting stake through direct holdings, funded at an aggregate cost of $76,358,266, indicating a meaningful ownership position that typically justifies direct engagement with directors and management on strategy and corporate governance.

The investor explicitly intends to discuss the proposed deregistration/delisting plan and other strategic matters. Near-term items to monitor include the December 2025 special meeting outcome and any announced changes to Board composition or corporate actions within the following 1–3 months.

Capital Structure & Risk Analyst

Stake concentration and derivative exposure create both influence and certain economic risks.

The direct holdings equal 28.8% of outstanding shares while cash-settled swaps add economic exposure to roughly 2.0% more shares; the swaps do not confer voting rights, which limits total governance control to the directly held shares.

Key near-term risks include potential reduction in market liquidity if the Deregistration Plan proceeds and the investor’s concentrated position which could be affected by share-price moves or margin financing terms; watch for any disclosed financing changes or additional purchases over the next quarter.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake did Fund 1 Investments report in Tile Shop Holdings (TTSH)?

Fund 1 Investments reported beneficial ownership of 12,859,012 shares, equal to approximately 28.8% of outstanding common stock.

How much did the reported position cost for Fund 1 Investments in TTSH?

The aggregate purchase price for the 12,859,012 shares was approximately $76,358,266, including brokerage commissions.

Does the filing indicate any planned actions by the investor regarding TTSH governance?

Yes. The investor intends to engage with the Board and management about the proposed Deregistration Plan, corporate governance, stockholder rights, and potential strategic or operational changes.

What is the investor's exposure via derivatives in TTSH?

The filing discloses cash-settled total return swaps providing economic exposure to 902,113 notional shares, about 2.0% of outstanding shares; these swaps do not grant voting rights.

Will the reported ownership change the total voting control of the investor?

The investor has sole voting and dispositive power over the directly held 12,859,012 shares (~28.8%); the swap exposure does not add voting power.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 10/07/2025 - 05:06 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

TILE SHOP HOLDINGS, INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

88677Q109

(CUSIP Number)

Kenneth Mantel, Esq.
Olshan Frome Wolosky LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/07/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 88677Q109

1

Name of reporting person

Fund 1 Investments, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 12,859,012.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 12,859,012.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

12,859,012.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

28.8 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: TILE SHOP HOLDINGS, INC.
(c)	Address of Issuer's Principal Executive Offices: 14000 CARLSON PARKWAY, PLYMOUTH, MINNESOTA , 55441.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed by Fund 1 Investments, LLC ("Fund 1 Investments" or the "Reporting Person"), with respect to the shares of Common Stock, $0.0001 par value (the "Shares"), of the Issuer beneficially owned by it. The securities reported herein are held for the benefit of PLP Funds Master Fund LP (the "PL Fund") and an additional private investment vehicle (collectively with the PL Fund, the "Funds"), for which Pleasant Lake Partners LLC ("PLP") serves as investment adviser. Fund 1 Investments serves as managing member of PLP, and Jonathan Lennon serves as managing member of Fund 1 Investments.
(b)	The principal business address of the Reporting Person is 100 Carr 115, Unit 1900, Rincon, Puerto Rico 00677.
(c)	The principal business of the Reporting Person is serving as managing member of PLP.
(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is organized under the laws of the State of Delaware.
Item 3.	Source and Amount of Funds or Other Consideration
	The Shares beneficially owned by the Reporting Person were purchased with working capital of the Funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 12,859,012 Shares beneficially owned by the Reporting Person is approximately $76,358,266, including brokerage commissions.
Item 4.	Purpose of Transaction
	The Reporting Person purchased the Shares based on the Reporting Person's belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Person may endeavor to increase or decrease its position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable. On October 6, 2025, the Issuer announced that a committee of independent directors has recommended, and the Issuer's Board of Directors (the "Board") has approved, a plan to delist the Shares from trading on the Nasdaq Capital Market, suspend the Issuer's duty to file periodic reports and other information with the U.S. Securities and Exchange Commission, and to terminate the registration of the Shares under the federal securities laws following the completion of a proposed reverse stock split, assuming receipt of stockholder approval at special meeting of the Company's stockholders expected to be held in December 2025 (the "Deregistration Plan"). The Reporting Person intends to engage in discussions with the Board and the Issuer's management team regarding the Deregistration Plan, the Issuer's corporate governance and stockholder rights, and operational and strategic opportunities for the Issuer to enhance stockholder value (including following implementation of the Deregistration Plan, if approved by stockholders), among other matters. The Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management team and the Board, price levels of the Shares, conditions in the securities markets, general economic and industry conditions, and other investment opportunities available to the Reporting Person, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with the Issuer, stockholders of the Issuer or other third parties about the Issuer and the Reporting Person's investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses or assets, including transactions in which the Reporting Person may seek to participate and potentially engage in, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition), or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of its Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative transactions, or changing its intention with respect to any and all matters referred to in Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based on 44,715,001 Shares outstanding as of September 25, 2025, which is the total number of Shares outstanding as reported in the Issuer's preliminary proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 6, 2025. As of the date hereof, the Reporting Person beneficially owned 12,859,012 Shares, constituting approximately 28.8% of the outstanding Shares.
(b)	The Reporting Person has sole power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 12,859,012 Shares held by the Funds.
(c)	The Reporting Person has not entered into any transactions in the Shares during the past sixty days.
(d)	The Funds have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Person has entered into certain cash-settled total return swap agreements (the "Cash-Settled Swaps") with an unaffiliated third-party financial institution, which provide the Reporting Person with economic exposure to an aggregate of 902,113 notional Shares, representing approximately 2.0% of the outstanding Shares. The Cash-Settled Swaps provide the Reporting Person with economic results that are comparable to the economic results of ownership, but do not provide the Reporting Person with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Cash-Settled Swaps.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Fund 1 Investments, LLC

Signature:	/s/ Benjamin C. Cable
Name/Title:	Benjamin C. Cable, Chief Operating Officer
Date:	10/07/2025