Cabell Lolmaugh - Mar 3, 2025 Form 4 Insider Report for TILE SHOP HOLDINGS, INC. (TTSH)

Signature
/s/ Mark B. Davis, as Attorney-in-Fact
Stock symbol
TTSH
Transactions as of
Mar 3, 2025
Transactions value $
-$12,804
Form type
4
Date filed
3/5/2025, 06:20 PM
Previous filing
Feb 28, 2025
Next filing
Mar 10, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TTSH Common Stock Award $0 +13.5K +6.95% $0.00 208K Mar 3, 2025 Direct F1
transaction TTSH Common Stock Award $0 +27.1K +13% $0.00 235K Mar 3, 2025 Direct F2
transaction TTSH Common Stock Tax liability -$12.8K -1.81K -0.77% $7.07 234K Mar 4, 2025 Direct F3, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding TTSH Stock Option (Right to Buy) 26.9K Mar 3, 2025 Common Stock 26.9K $8.50 Direct F6
holding TTSH Stock Option (Right to Buy) 56K Mar 3, 2025 Common Stock 56K $5.55 Direct F6
holding TTSH Stock Option (Right to Buy) 97.1K Mar 3, 2025 Common Stock 97.1K $6.26 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of restricted stock for which the risks of forfeiture will lapse in three equal annual installments on each of 3/3/26, 3/3/27 and 3/3/28, subject to continuous employment as of the applicable vesting date.
F2 Represents shares of performance-based restricted stock for which the risks of forfeiture will lapse as to 30% of the shares on the date the Issuer files its annual report for the year ending December 31, 2025, 30% of the shares on the date the Issuer files its annual report for the year ending December 31, 2026, and 40% of the shares on the date the Issuer files its annual report for the year ending December 31, 2027, subject to (i) Mr. Lolmaugh remaining in continuous employment with the Issuer through December 31 of the year preceding the applicable vesting date and (ii) the Issuer achieving 10%, 12% and 14% of adjusted pre-tax return on capital employed for each respective year.
F3 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.
F4 Includes (i) 5,137 shares of restricted stock for which the risks of forfeiture will lapse on 3/7/25; (ii) 12,346 shares of restricted stock for which the risks of forfeiture will lapse in equal annual installments on each of 3/6/25 and 3/6/26; (iii) 10,083 shares of restricted stock for which the risks of forfeiture will lapse in equal annual installments on each of 3/4/26 and 3/4/27; (iv) 13,542 shares of restricted stock for which the risks of forfeiture will lapse in equal annual installments on each of 3/3/26, 3/3/27 and 3/3/28; and
F5 (v) the following shares of performance-based restricted stock, which are, in each case, subject to Mr. Lolmaugh 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: (A) 14,815 shares for which the risks of forfeiture will lapse on the date the Issuer files its annual report for the 2025 fiscal year; (B) 21,174 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 files its annual report for the 2025 and 2026 fiscal years, respectively; and (C) 27,083 shares for which the risks of forfeiture will lapse as to 30%, 30% and 40% on each of the dates the Issuer files its annual report for the 2025, 2026 and 2027 fiscal years, respectively. The Issuer's proxy statement contains additional information regarding the applicable performance targets.
F6 Fully exercisable.