Tile Shop Holdings, Inc. (TTSH) CFO covers tax bill with 1,108 shares

Rhea-AI Filing Summary

Tile Shop Holdings, Inc. Senior VP, CFO and Secretary Mark Burton Davis reported a Form 4 showing a tax-withholding disposition of common stock. On March 6, 2026, he directed the company to withhold 1,108 shares of common stock at $3.34 per share to satisfy taxes on a prior restricted stock vesting. After this transaction, he directly holds 105,880 shares of common stock. He also holds stock options covering 5,400 and 80,000 shares, with one grant fully exercisable and another vesting in three equal installments in 2027, 2028 and 2029.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Davis Mark Burton

Role Senior VP, CFO and Secretary

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,108	$3.34	$4K
holding	Stock Option (Right to Buy)	--	--	--
holding	Stock Option (Right to Buy)	--	--	--

Holdings After Transaction: Common Stock — 105,880 shares (Direct); Stock Option (Right to Buy) — 5,400 shares (Direct)

Footnotes (1)

1. The reporting person has elected to satisfy his tax withholding obligation in connection with the vesting of a prior restricted stock grant by directing the Issuer to withhold shares otherwise issuable upon vesting of the previously reported grant. Includes (i) 2,520 shares of restricted stock for which the risks of forfeiture will lapse on 3/4/27; (ii) 1,642 shares of restricted stock for which the risks of forfeiture will lapse in equal annual installments on each of 5/13/26 and 5/13/27; (iii) 6,018 shares of restricted stock for which the risks of forfeiture will lapse in equal annual installments on each of 3/3/27 and 3/3/28; and (iv) the following shares of performance-based restricted stock, which are, in each case, subject to Mr. Davis 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: (cont.) (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; (B) 1,972 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 (C) 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. The options vest in three substantially equal installments on each of 3/2/2027, 3/2/2028 and 3/2/2029, subject to continuous employment as of the applicable vesting date. Fully exercisable.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

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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^*

Davis Mark Burton

(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)
	Senior VP, CFO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		F		1,108(1)	D	$3.34	105,880(2)(3)	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	5,400		5,400	D
Stock Option (Right to Buy)	$3.41							(4)	03/02/2036	Common Stock	80,000		80,000	D

Explanation of Responses:

1. The reporting person has elected to satisfy his tax withholding obligation in connection with the vesting of a prior restricted stock grant by directing the Issuer to withhold shares otherwise issuable upon vesting of the previously reported grant.

2. Includes (i) 2,520 shares of restricted stock for which the risks of forfeiture will lapse on 3/4/27; (ii) 1,642 shares of restricted stock for which the risks of forfeiture will lapse in equal annual installments on each of 5/13/26 and 5/13/27; (iii) 6,018 shares of restricted stock for which the risks of forfeiture will lapse in equal annual installments on each of 3/3/27 and 3/3/28; and (iv) the following shares of performance-based restricted stock, which are, in each case, subject to Mr. Davis 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:

3. (cont.) (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; (B) 1,972 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 (C) 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. The options vest in three substantially equal installments on each of 3/2/2027, 3/2/2028 and 3/2/2029, subject to continuous employment as of the applicable vesting date.

5. Fully exercisable.

	/s/ Mark B. Davis	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did TTSH CFO Mark Burton Davis report on this Form 4?

Mark Burton Davis reported a tax-withholding disposition of Tile Shop common stock. He directed the company to withhold 1,108 shares that would otherwise have vested, using them to satisfy tax obligations tied to a previously reported restricted stock grant.

How many TTSH shares were withheld for taxes and at what price per share?

The company withheld 1,108 shares of Tile Shop common stock from Mark Burton Davis. The shares were valued at $3.34 per share, reflecting a tax-withholding disposition rather than an open-market sale, tied to the vesting of an earlier restricted stock award.

How many TTSH common shares does Mark Burton Davis own after this transaction?

After the tax-withholding disposition, Mark Burton Davis directly owns 105,880 shares of Tile Shop common stock. This figure reflects his remaining direct holdings following the 1,108 shares withheld to cover taxes on a previously granted restricted stock award.

What stock options in TTSH does Mark Burton Davis hold following this Form 4?

Following the reported activity, Mark Burton Davis holds stock options covering 5,400 and 80,000 Tile Shop shares. One option grant is fully exercisable, while the other vests in three substantially equal installments on March 2 of 2027, 2028 and 2029.

What restricted and performance-based Tile Shop shares are referenced in the Form 4 footnotes?

Footnotes describe multiple restricted stock and performance-based awards, including tranches where forfeiture risks lapse on specific future dates. Several awards depend on continued employment and Tile Shop meeting performance targets, with vesting tied to releases of annual financial statements for 2026 and 2027.

Does this TTSH Form 4 indicate an open-market sale by the CFO?

The Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to cover Mark Burton Davis’s tax obligations on a prior restricted stock vesting, instead of him selling shares directly into the market.