Tile Shop Holdings Files 8-K

TL;DR

TILE SHOP HOLDINGS FILED AN 8-K ON OCT 6 FOR EVENTS ON OCT 3 - DETAILS TO FOLLOW.

AI Summary

Tile Shop Holdings, Inc. filed an 8-K on October 6, 2025, reporting on events that occurred on October 3, 2025. The filing indicates it is a current report under Section 13 or 15(d) of the Securities Exchange Act of 1934. Specific details regarding the nature of the "Other Events" or "Financial Statements and Exhibits" are not provided in this excerpt.

Why It Matters

This filing signifies a material event or update from Tile Shop Holdings, Inc. that requires public disclosure to investors and the market.

Risk Assessment

Risk Level: low — The filing is a standard procedural disclosure without immediate financial or operational implications presented in this excerpt.

Key Players & Entities

• TILE SHOP HOLDINGS, INC. (company) — Registrant
• October 3, 2025 (date) — Earliest event reported
• October 6, 2025 (date) — Date of report
• 14000 Carlson Parkway, Plymouth, Minnesota 55441 (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered: Common Stock, $0.0001 par value per share TTSH The Nasdaq
• $6.60 — be converted into the right to receive $6.60 in cash (the "Cash-Out Price"), without
• $4.8 m — the Transaction would be approximately $4.8 million, plus transaction expenses, which
• $523,000 — which are estimated to be approximately $523,000. The Cash-Out Price represents a premi

Filing Documents

• ef20056715_8k.htm (8-K) — 39KB
• ef20056715_ex99-1.htm (EX-99.1) — 23KB
• image00001.jpg (GRAPHIC) — 4KB
• 0001140361-25-037389.txt ( ) — 204KB
• ttsh-20251003.xsd (EX-101.SCH) — 4KB
• ttsh-20251003_lab.xml (EX-101.LAB) — 21KB
• ttsh-20251003_pre.xml (EX-101.PRE) — 16KB
• ef20056715_8k_htm.xml (XML) — 4KB

01

Item 8.01 Other Events. On October 3, 2025, the board of directors of Tile Shop Holdings, Inc. (the "Board"), a Delaware corporation (the "Company"), upon the recommendation of the Independent Transaction Committee of the Board (the "Transaction Committee") consisting of independent directors, unanimously approved a "going dark" transaction whereby the Company would effect a reverse and forward stock split of the Company's common stock, par value $0.0001 per share (the "Common Stock") as further described below, in conjunction with delisting and registering the Common Stock from the Nasdaq Capital Market ("Nasdaq") and terminating the Company's public company reporting obligations (collectively, the "Transaction"), subject to obtaining the requisite approval of the Company's stockholders of the Reverse Stock Split at a special meeting of the Company's stockholders (the "Special Meeting"), which is currently expected to occur in December 2025. Specifically, the Board approved , and recommend that the Company's stockholders approve, a reverse stock split of the Common Stock, at a ratio not less than 1-for-2,000 and not greater than 1-for-4,000 (the "Reverse Stock Split"), followed immediately by a forward stock split of the Common Stock at the same ratio but inverse (i.e., if the Reverse Stock Split were 1-for-2,000, then the Forward Stock Split would be 2,000-for-1) (the "Forward Stock Split," and together with the Reverse Stock Split, the "Stock Split"). Approval of the Reverse Stock Split requires the affirmative vote a majority of the votes cast (in person or by proxy) by the stockholders entitled to vote thereon. As a result of the Reverse Stock Split, each share of Common Stock held by a stockholder of record owning immediately prior to the effective time fewer than the minimum number of shares, which, depending on the Stock Split ratio chosen by the Board, would be between 2,000 and 4,000 shares (the "Minimum Number"), would be converted into the right to r

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release, dated October 6, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Additional Information and Where to Find It THIS FORM 8-K IS ONLY A BRIEF DESCRIPTION OF THE PROPOSED TRANSACTION. IT IS NOT A REQUEST FOR OR SOLICITATION OF A PROXY OR AN OFFER TO ACQUIRE OR SELL ANY SHARES OF COMMON STOCK. THE COMPANY INTENDS TO FILE A PROXY STATEMENT AND OTHER REQUIRED MATERIALS, INCLUDING A SCHEDULE 13E-3, WITH THE SEC CONCERNING THE TRANSACTION. A COPY OF ALL FINAL PROXY MATERIALS WILL BE SENT TO STOCKHOLDERS PRIOR TO THE SPECIAL MEETING AT WHICH THE COMPANY'S STOCKHOLDERS WILL BE ASKED TO VOTE ON THE PROPOSALS DESCRIBED IN THE MATERIALS PROVIDED BY THE COMPANY. THE COMPANY URGES ALL STOCKHOLDERS TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AS WELL AS ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THOSE DOCUMENTS WILL INCLUDE IMPORTANT INFORMATION. A FREE COPY OF ALL MATERIALS THE COMPANY FILES WITH THE SEC, INCLUDING THE COMPANY'S SCHEDULE 13E-3 AND PROXY STATEMENT, WILL BE AVAILABLE AT NO COST ON THE SEC'S WEBSITE AT WWW.SEC.GOV. WHEN THOSE DOCUMENTS BECOME AVAILABLE, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED BY THE COMPANY MAY ALSO BE OBTAINED WITHOUT CHARGE BY DIRECTING A REQUEST TO TILE SHOP HOLDINGS INC., 14000 CARLSON PARKWAY PLYMOUTH, MN 55441, ATTENTION: INVESTOR RELATIONS. Participants in the Solicitation The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed Transaction. Information concerning such participants will be set forth in the proxy statement for the Special Meeting, which will be filed with the SEC on Schedule 14A (the "Proxy Statement"). To the extent that holdings of the Company's securities change since the amounts printed in the Proxy Statement, such changes will be reflected on Statements of Change in Ownership on Form 4 or

Forward Looking Statements

Forward Looking Statements This Form 8-K may contain forward-looking statements that are being made pursuant to the Private Securities Litigation Reform Act of 1995, which provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information so long as those statements are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statement. Such forward-looking statements include statements about the perceived benefits and costs of the proposed Transaction, the number of shares of Common Stock that are expected to be cashed out in the proposed Transaction, the timing and stockholder approval of the proposed Transaction, the estimated ratio of the Reverse Stock Split and Forward Stock Split, and the Company's intended use of its cash on hand together with borrowings under the Company's line of credit, if necessary, to pay the Cash-Out Price. Such forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual results, performance or achievements to differ materially from those described or implied in such forward-looking statements. Accordingly, actual results may differ materially from such forward-looking statements. The forward-looking statements relating to the Transaction discussed above are based on the Company's current expectations, assumptions, estimates and projections about the Company and involve significant risks and uncertainties, including the many variables that may impact the Company's projected cost savings, variables and risks related to consummation of the proposed Transaction, SEC regulatory review of the Company's filings related to the proposed Transaction, and the continuing determination of the Board and Transaction Committee that the proposed Transaction is in the best interests of the Company and its stockholders. The Company assumes no oblig

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TILE SHOP HOLDINGS, INC. Date: October 6, 2025 By: /s/ Cabell H. Lolmaugh Name: Cabell H. Lolmaugh Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR