KINDER JOSEPH 4

What Happened
Joseph Kinder, SVP and Chief Merchant Officer of Tile Shop Holdings, reported a disposition to the issuer on 2026-02-26: 17,362 shares were disposed at $0.00 per share (no cash proceeds). Footnote F1 states these were forfeitures of unvested, performance-based restricted stock grants from 2023–2025 because the applicable performance targets were not achieved. The Form 4 was filed on 2026-02-27.

Key Details

• Transaction date and type: 2026-02-26 — Disposition to issuer (forfeiture), 17,362 shares @ $0.00.
• Proceeds: $0 (forfeiture/cancellation of unvested awards).
• Filing date: 2026-02-27 (timely; not reported late).
• Shares owned after transaction: not specified in the Form 4 (filing lists other restricted/award balances in footnotes).
• Notable footnotes:
  • F1: Forfeiture of unvested performance-based restricted stock (2023–2025 grants).
  • F2: Lists other restricted stock awards with scheduled lapse-of-forfeiture dates (3,086; 5,041; 9,028 shares across various vesting schedules).
  • F3: Lists remaining performance-based restricted stock that may vest if future performance targets and service conditions are met (6,049 and 12,638 shares with specific vesting triggers).
  • F4: Reverse split cash-out of 600 pre-split shares held by spouse.
  • F5: Indicates certain awards/options are fully exercisable (as applicable in the filing).
• This was not an open-market sale, option exercise, or gift — it was a forfeiture/cancellation.

Context
Forfeiture of unvested, performance-based restricted stock occurs when pre-set performance metrics aren’t met; it generates no proceeds and reduces potential future holdings. This is administrative/compensation-related and should not be read as an insider selling shares for liquidity. The issuer’s 2025 Form 10-K contains additional details on the applicable performance targets referenced in the filing.