Tile Shop Holdings Faces Delisting Notice

TL;DR

Tile Shop Holdings got a delisting notice, might be changing its bylaws, and filed financials.

AI Summary

Tile Shop Holdings, Inc. filed an 8-K on December 15, 2025, reporting a notice of delisting or failure to satisfy continued listing rules, amendments to its articles of incorporation or bylaws, and other events. The filing also includes financial statements and exhibits. The company's principal executive offices are located at 14000 Carlson Parkway, Plymouth, Minnesota.

Why It Matters

This filing indicates potential issues with Tile Shop Holdings' continued listing on an exchange, which could impact its stock trading and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards suggests significant financial or operational distress for the company.

Key Players & Entities

• TILE SHOP HOLDINGS, INC. (company) — Registrant
• December 12, 2025 (date) — Earliest event reported
• December 15, 2025 (date) — Date of report
• 14000 Carlson Parkway, Plymouth, Minnesota 55441 (location) — Principal executive offices
• 001-35629 (other) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share TTSH The Nasdaq
• $6 — of the Reverse Stock Split will receive $6.60, without interest, in cash for each

Filing Documents

• ef20061186_8k.htm (8-K) — 40KB
• ef20061186_ex3-1.htm (EX-3.1) — 10KB
• ef20061186_ex3-2.htm (EX-3.2) — 9KB
• ef20061186_ex99-1.htm (EX-99.1) — 10KB
• image0.jpg (GRAPHIC) — 47KB
• image00001.jpg (GRAPHIC) — 4KB
• 0001140361-25-045538.txt ( ) — 282KB
• ttsh-20251212.xsd (EX-101.SCH) — 4KB
• ttsh-20251212_lab.xml (EX-101.LAB) — 22KB
• ttsh-20251212_pre.xml (EX-101.PRE) — 16KB
• ef20061186_8k_htm.xml (XML) — 4KB

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. In connection with the events described in Item 5.03 below, Tile Shop Holdings, Inc. (the "Company") provided advance notice to the Nasdaq Stock Market LLC of its intent to file a Form 25 Notification of Removal from Listing and/or Registration, in order to voluntarily withdraw its common stock, par value $0.0001 (the "Common Stock") from listing on the Nasdaq Capital Market ("Nasdaq") and to deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934 , as amended (the "Exchange Act"). The Company will file a Form 25 with the U.S. Securities and Exchange Commission (the "SEC") on or about December 17, 2025. Upon delisting from Nasdaq, the Company intends to file a Form 15 with the SEC on or about December 27, 2025 to deregister the Common Stock under the Exchange Act. The Company's reporting obligations under Section 13 and Section 15(d) of the Exchange Act will be suspended immediately upon filing of the Form 15.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously reported, at the special meeting of the Company's stockholders held on December 3, 2025 (the "Special Meeting"), the holders of a majority of the Company's shares cast and entitled to vote at the meeting approved a proposal granting the Board to effect the Reverse Stock Split (as defined below) in its discretion. Pursuant to such authority granted by the Company's stockholders, the Board approved a 1-for-3,000 reverse stock split of the Company's Common Stock (the "Reverse Stock Split"), followed immediately by a forward stock split of the Common Stock at a ratio of 3,000-for-1 (the "Forward Stock Split," and together with the Reverse Stock Split, the "Stock Splits," and the Stock Splits and the subsequent delisting and deregistration of the Common Stock as described in the Company's definitive proxy statement on Schedule 14A, filed with the Commission on November 5, 2025 (the "Proxy Statement"), collectively, the "Transaction"). On December 15, 2025, the Company filed certificates of amendment to the certificate of incorporation of the Company, as amended, with the Secretary of Common Stock will continue to trade on Nasdaq on a post Stock Split basis under the existing symbol "TTSH," and CUSIP 88677Q208. As a result of the Stock Splits, each stockholder owning fewer than 3,000 shares of Common Stock immediately prior to the effective time of the Reverse Stock Split will receive $6.60, without interest, in cash for each whole share of Common Stock held by such stockholder at the effective time of the Reverse Stock Split, and such stockholder will no longer be a stockholder of the Company. Each stockholder owning more tha

Forward-Looking Statements

Forward-Looking Statements This Current Report on 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 concerning the timing and effectiveness of the implementation of the Stock Splits and the delisting and deregistration of the Company's common stock, and the perceived benefits and costs of the proposed delisting and deregistration. 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 Company assumes no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.

01

Item 8.01 Other Events. On December 12, 2025, the Company issued a press release announcing the effective date for Stock Splits and the Company's intention to file Forms 25 and 15 to effect the delisting and deregistration of the Common Stock. The press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 3.1 Certificate of Amendment to effect the 1-for-3,000 Reverse Stock Split, effective on December 15, 2025. 3.2 Certificate of Amendment to effect the 3,000-for-1 Forward Stock Split, effective on December 15, 2025. 99.1 Press release, dated December 12, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4

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: December 15, 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