Davis Mark Burton 4

What Happened

• Mark Davis, Senior Vice President, Chief Financial Officer and Secretary of Tile Shop Holdings, Inc. (TTSH), recorded a disposition to the issuer (code D) of 18,840 shares on 2026-02-26. The shares were forfeited (price $0.00), so there were no cash proceeds from this transaction. Footnote F1 states these were unvested performance-based restricted stock awards from 2023–2025 that were forfeited because the applicable performance targets were not met.

Key Details

• Transaction date: 2026-02-26; transaction type: Disposition to issuer (D); shares: 18,840; price: $0.00; total proceeds: $0.
• Filing date: 2026-02-27 (timely filing; not indicated as late).
• Shares owned after transaction: Not specified in the Form 4 filing provided.
• Notable footnotes:
  • F1: Confirms forfeiture of unvested performance-based restricted stock granted in 2023–2025 due to unmet performance targets.
  • F2/F3: Describe other restricted stock holdings and vesting schedules that remain outstanding (various time- and performance-based vesting dates in 2026–2028 and performance vesting tied to release of annual financial statements; see issuer 10‑K for target details).
  • F4: Indicates certain awards are fully exercisable (where applicable).

Context

• This was a forfeiture of restricted stock tied to performance conditions, not an open-market sale. Forfeitures reflect compensation outcomes (performance targets not met) and do not represent an insider selling shares for cash; they are not a direct market sentiment signal. Retail investors should treat this as an administrative/compensation outcome rather than a liquidity-driven insider sale.