Other Events. As previously reported, on December 15, 2025, Tile Shop Holdings, Inc. (the “Company”) effected a 1-for-3,000 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.0001 (the “Common Stock”). As a result of the Reverse Stock Split, each stockholder of record owning fewer than 3,000 shares of Common Stock immediately prior to the effective time of the Reverse Stock Split became entitled to receive $6.60, without interest, in cash for each whol…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. In connection with the events described in

Entry into a Material Definitive Agreement. Cooperation and Support Agreement On December 3, 2025, Tile Shop Holdings, Inc. (the “Company”) and Fund 1 Investments, LLC (“Fund 1”), the beneficial owner of approximately twenty-nine percent (29%) of the current outstanding shares of common stock of the Company, par value $0.0001 (the “Common Stock”), entered into a cooperation and support agreement (the “Cooperation Agreement”). The Cooperation Agreement provides, among other things, that: • Boa…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. In connection with the events described in Items 5.03 and 5.07 below, the Company intends, as promptly as practicable following the completion of necessary regulatory processes, to provide advance notice to the Nasdaq Stock Market LLC of its intent to voluntarily withdraw the Common Stock from listing on the Nasdaq Capital Market and to deregister the Common Stock under Section 12(b) of the Se…

Results of Operations and Financial Condition On November 4, 2025, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this

Results of Operations and Financial Condition On August 7, 2025, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this

Results of Operations and Financial Condition On May 8, 2025, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this

Results of Operations and Financial Condition On February 27, 2025, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this

Senior Vice President, Chief Merchant Officer — Joseph Kinder: Joseph Kinder was promoted to Senior Vice President, Chief Merchant Officer.

Results of Operations and Financial Condition On November 7, 2024, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this

Results of Operations and Financial Condition On August 8, 2024, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this

Results of Operations and Financial Condition On May 9, 2024, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and i…

Results of Operations and Financial Condition On February 29, 2024, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set…

The filing details salary increases for executive officers.

with RSM US LLP. Forward-Looking Statements This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. In some cases, these statements can be identified by words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “depend,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “should,” “target,” “will,” “will like…

Results of Operations and Financial Condition On November 2, 2023, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set fo…

Results of Operations and Financial Condition On August 3, 2023, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth ther…

Changes in Registrant’s Certifying Accountant The Audit Committee (the “Committee”) of the Board of Directors of Tile Shop Holdings, Inc. (the “Company”) conducted a competitive selection process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The Committee invited several public accounting firms to participate in this process, including Ernst & Young LLP (“E&Y”), the Company’s independent registered public accounting firm…

Results of Operations and Financial Condition On May 4, 2023, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in…

The filing details salary increases for executive officers.

Results of Operations and Financial Condition On March 2, 2023, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months and fiscal year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set…

Results of Operations and Financial Condition On November 3, 2022, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set fo…

Other Events As previously announced, on August 15, 2022, the Board of Directors of the Company approved a $30 million share repurchase plan. The Company completed the share repurchase program, repurchasing 7.8 million shares for $30.2 million, inclusive of brokerage commissions, or an average price of $3.87 per share.

Termination of a Material Definitive Agreement The disclosures set forth under

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The disclosures set forth under