SCHEDULE: Tile Shop Holdings Delists, Cashing Out Small Holders

Tile Shop Holdings, Inc. executed a reverse and forward stock split to delist from Nasdaq, cashing out shareholders with fewer than 3,000 shares.

Summary

• Peter H. Kamin, a beneficial owner, updated his Schedule 13D filing, reporting ownership of 7,017,159 shares, representing 17.6% of Tile Shop Holdings, Inc.
• Between June 13, 2023, and June 3, 2025, Kamin received 99,063 restricted shares as director compensation.
• On December 15, 2025, Tile Shop Holdings, Inc. performed a 1-for-3,000 reverse stock split, immediately followed by a 3,000-for-1 forward stock split.
• Shareholders holding fewer than 3,000 shares prior to the split were cashed out at $6.60 per whole share and no longer hold an ownership interest.
• Shareholders holding 3,000 or more shares, including Peter H. Kamin, maintained their ownership and share count after the splits.
• The primary purpose of these stock splits was to reduce the number of record holders below 300 to facilitate the company's plan to delist from The Nasdaq Capital Market, terminate SEC registration, and suspend its periodic reporting duties.

Sentiment

Score: 3

Explanation: The sentiment is negative for public shareholders due to the forced cash-out for small investors and the delisting of the company's stock, which eliminates liquidity and transparency. While it may be a strategic positive for the company's long-term private operations, it is a clear negative for the broader public investment community.

Positives

• For large shareholders like Peter H. Kamin, their ownership percentage and share count remained stable, indicating continued commitment to the company's private future.
• The company is streamlining its operations by going private, potentially reducing regulatory compliance costs and public market scrutiny.

Negatives

• Small shareholders (those holding fewer than 3,000 shares) were involuntarily cashed out at $6.60 per share, losing their ownership interest in the company.
• The delisting from Nasdaq means the common stock will no longer be publicly traded, reducing liquidity and transparency for investors.
• Termination of SEC registration and suspension of reporting duties will significantly reduce public information available about the company.

Risks

• Loss of liquidity for shareholders due to delisting from Nasdaq.
• Reduced transparency and public information availability once SEC registration is terminated and reporting duties are suspended.
• Potential for future valuation challenges without a public market for the stock.

Future Outlook

Tile Shop Holdings, Inc. plans to delist its common stock from The Nasdaq Capital Market, terminate its registration under the Securities Exchange Act of 1934, and suspend its duty to file periodic reports with the SEC. This strategic move aims to reduce and maintain the number of record holders below 300.

Management Comments

• The primary purpose of the stock splits was to enable the Issuer to reduce to and maintain the number of its record holders of Common Stock below 300 as part of the Issuer's plan to delist the Common Stock from The Nasdaq Capital Market, terminate the registration of the Common Stock under the Securities Exchange Act of 1934 and suspend the Issuer's duty to file periodic reports and other information with the SEC under Section 13(a) thereunder.

Industry Context

This action by Tile Shop Holdings, Inc. represents a company-specific strategic decision to transition from a public to a private entity. While some companies choose to go private to reduce regulatory burdens and costs, or to pursue long-term strategies away from public market scrutiny, it is not indicative of a broader industry trend within the retail or home improvement sector. Such moves are typically driven by specific corporate governance or financial restructuring objectives.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• Peter H. Kamin, a director, received 99,063 restricted shares of Common Stock as compensation for his services as a director between June 13, 2023, and June 3, 2025, under the 2021 Omnibus Equity Compensation Plan.

Stakeholder Impact

• Small Shareholders: Involuntarily cashed out at $6.60 per share, losing their ownership interest and future potential gains.
• Large Shareholders (like Peter H. Kamin): Retained their ownership interest and share count, becoming part of a privately held entity, which may offer different long-term strategic benefits but removes public market liquidity.
• Company Management: Gains more control and flexibility in strategic decision-making without the pressures and costs of public reporting and compliance.
• Employees: No direct impact mentioned, but equity compensation plans remain in place.

Next Steps

• Delist the Common Stock from The Nasdaq Capital Market.
• Terminate the registration of the Common Stock under the Securities Exchange Act of 1934.
• Suspend the Issuer's duty to file periodic reports and other information with the SEC under Section 13(a).
• Peter H. Kamin's restricted shares will vest in tranches on the first, second, and third anniversary of the grant date, provided he continues to provide services.

Key Dates

Recommendation

The company's strategic decision to delist from Nasdaq and terminate SEC registration means that its common stock will no longer be publicly traded, eliminating liquidity and transparency. Small shareholders were forcibly cashed out at $6.60 per share. For any remaining public shareholders, or those who were cashed out, the effective recommendation is to sell or acknowledge the forced sale, as the investment thesis for a publicly traded company no longer applies. For large, insider shareholders, the move signifies a transition to a private entity, which is a different investment context.

Keywords

Tile Shop Holdings, TSHI, Schedule 13D, Reverse Stock Split, Forward Stock Split, Delisting, SEC Registration Termination, Going Private, Beneficial Ownership, Peter H. Kamin, Nasdaq Capital Market, Equity Compensation