SCHEDULE: Tile Shop Holdings: Insider Ownership, Delisting Plan

An amended Schedule 13D reveals increased beneficial ownership by Peter J. Jacullo III and related entities, coinciding with the company's plan to delist from Nasdaq.

Summary

• Amendment No. 8 to Schedule 13D was filed by Peter J. Jacullo III, JWTS, Inc., and Katherine D. Jacullo Children's 1993 Irrevocable Trust (the "Reporting Persons") for Tile Shop Holdings, Inc. (the "Issuer").
• The filing updates beneficial ownership percentages, primarily due to a reverse and forward stock split and director compensation.
• Peter J. Jacullo III and related entities now beneficially own 8,444,707 shares, representing approximately 21.2% of the 39,869,711 outstanding shares as of December 29, 2025.
• This includes 3,191,180 shares held by JWTS, Inc. (8%) and 4,706,489 shares held by the Katherine D. Jacullo Children's 1993 Irrevocable Trust (11.8%).
• On December 15, 2025, the Issuer effected a 1-for-3,000 reverse stock split followed by a 3,000-for-1 forward stock split.
• The stock splits were executed to reduce the number of record holders below 300, facilitating the Issuer's plan to delist from The Nasdaq Capital Market and terminate SEC registration.
• Stockholders holding fewer than 3,000 shares prior to the reverse split were cashed out at $6.60 per share and ceased to be stockholders.
• Mr. Jacullo also received 52,139 restricted shares as director compensation between June 13, 2023, and June 3, 2025, with 16,875 shares still subject to forfeiture until June 13, 2026, or the next annual meeting.

Sentiment

Score: 2

Explanation: The filing details a plan to delist from Nasdaq and cease SEC reporting, which is generally negative for public shareholders due to loss of liquidity and transparency. While insider ownership increased, the overall strategic direction is detrimental to public market investors.

Positives

• Increased beneficial ownership by key insider Peter J. Jacullo III and related entities, now at 21.2%, potentially aligning interests with long-term company performance.

Negatives

• The company's plan to delist from The Nasdaq Capital Market.
• Termination of SEC registration and suspension of duty to file periodic reports, significantly reducing transparency for public investors.
• Stockholders holding fewer than 3,000 shares were cashed out at $6.60 per share, losing their ownership interest.

Risks

• Loss of liquidity for shareholders due to delisting from Nasdaq.
• Reduced transparency and public information availability once SEC registration is terminated.
• Potential for reduced shareholder protections outside of a regulated public market.
• The risk of forfeiture for 16,875 restricted shares held by Mr. Jacullo until June 13, 2026, or the next annual meeting.

Future Outlook

The Issuer 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 indicates a move towards operating as a private company, significantly reducing public disclosure and market access for investors.

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

The decision to delist from Nasdaq and cease SEC reporting is a significant strategic shift, typically undertaken by companies seeking to reduce regulatory burdens, compliance costs, or to transition to private ownership. While it offers operational flexibility, it removes the company from public market scrutiny and liquidity, which is a notable departure from standard practices for publicly traded entities in the retail or home improvement sector.

Comparison to Industry Standards

• This action deviates significantly from industry standards for publicly traded companies. Most comparable companies in the retail or home improvement sector, such as Floor & Decor Holdings, Inc. (FND) or Lowe's Companies, Inc. (LOW), maintain their public listings to access capital markets, enhance transparency, and provide liquidity for shareholders.
• Tile Shop Holdings' move to delist and cease SEC reporting positions it more akin to a privately held entity, removing it from direct comparison with its publicly traded peers in terms of market access and regulatory oversight.

Corporate Governance

Related Party Transactions

• Peter J. Jacullo III, as a director, was granted 52,139 restricted shares of Common Stock under the Issuer's 2021 Omnibus Equity Compensation Plan as compensation for his services.

Stakeholder Impact

• Shareholders: Those holding fewer than 3,000 shares were cashed out, losing their investment. Remaining shareholders will face a significant loss of liquidity and transparency due to delisting and cessation of SEC reporting.
• Management/Insiders: Increased ownership percentage and reduced public scrutiny may offer greater control and operational flexibility.
• Regulatory Authorities: The company will no longer be subject to SEC reporting requirements, reducing regulatory oversight.

Next Steps

• Completion of the delisting process from The Nasdaq Capital Market.
• Termination of registration of Common Stock under the Securities Exchange Act of 1934.
• Suspension of the Issuer's duty to file periodic reports and other information with the SEC under Section 13(a).
• Vesting of remaining restricted shares granted to Mr. Jacullo by June 13, 2026, or the next annual meeting.

Key Dates

Recommendation

The company's explicit plan to delist from Nasdaq and terminate SEC registration will severely impact liquidity and transparency for public shareholders. The forced cash-out of small shareholders and the move to a private-like operating environment make the stock highly unattractive for public market investors, warranting a strong sell recommendation.

Keywords

Tile Shop Holdings, Schedule 13D, beneficial ownership, stock split, reverse stock split, delisting, SEC registration, corporate governance, insider ownership, Peter J. Jacullo III, Nasdaq