Davis Mark Burton 4
4 · TILE SHOP HOLDINGS, INC. · Filed Mar 9, 2026
Research Summary
AI-generated summary of this filing
Tile Shop (TTSH) CFO Mark Davis Sells 1,108 Shares
What Happened
Mark Burton Davis, Senior VP, Chief Financial Officer and Secretary of Tile Shop Holdings (TTSH), had 1,108 shares withheld on March 6, 2026 to satisfy tax-withholding obligations related to the vesting of previously granted restricted stock. The shares were valued at $3.34 each for a total of $3,701. This was a tax-withholding disposition (transaction code F), not an open-market sale.
Key Details
- Transaction date and price: 2026-03-06; 1,108 shares at $3.34 each; total $3,701. (Code F — tax withholding)
- Shares owned after transaction: Footnotes indicate Mr. Davis holds restricted and performance-based awards totaling 30,839 shares subject to various vesting conditions (see details below) plus option awards described in footnotes.
- Notable footnotes:
- F1: The disposition was the issuer withholding shares to satisfy the reporting person’s tax withholding obligation on vested restricted stock.
- F2–F3: Breakdown of restricted stock subject to forfeiture and performance conditions (time-based and performance-based awards totaling 30,839 shares with specific vesting dates/conditions).
- F4: Some options vest in three equal installments on 3/2/2027, 3/2/2028 and 3/2/2029 (subject to continuous employment).
- F5: Other options are fully exercisable.
- Filing timeliness: Report filed 2026-03-09 for a 2026-03-06 transaction. This filing is within the normal Form 4 deadline (within two business days) and is not marked late.
Context
This was a routine tax-withholding disposition at vesting (code F) — a common administrative action when restricted stock vests. Such withholdings reduce the holder’s outstanding shares but do not represent an open-market sale or necessarily signal the insider’s view of the company. The footnotes describe remaining unvested/time- and performance-based awards and option vesting schedules for Mr. Davis.
Insider Transaction Report
- Tax Payment
Common Stock
[F1][F2][F3]2026-03-06$3.34/sh−1,108$3,701→ 105,880 total
- 5,400
Stock Option (Right to Buy)
[F5]Exercise: $8.50Exp: 2027-11-06→ Common Stock (5,400 underlying) - 80,000
Stock Option (Right to Buy)
[F4]Exercise: $3.41Exp: 2036-03-02→ Common Stock (80,000 underlying)
Footnotes (5)
- [F1]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.
- [F2]Includes (i) 2,520 shares of restricted stock for which the risks of forfeiture will lapse on 3/4/27; (ii) 1,642 shares of restricted stock for which the risks of forfeiture will lapse in equal annual installments on each of 5/13/26 and 5/13/27; (iii) 6,018 shares of restricted stock for which the risks of forfeiture will lapse in equal annual installments on each of 3/3/27 and 3/3/28; and (iv) the following shares of performance-based restricted stock, which are, in each case, subject to Mr. Davis 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:
- [F3](cont.) (A) 6,049 shares for which the risks of forfeiture will lapse on the date the Issuer releases its annual financial statements for the 2026 fiscal year; (B) 1,972 shares for which the risks of forfeiture will lapse on the date the Issuer releases its annual financial statements for the 2026 fiscal year; and (C) 12,638 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 releases its annual financial statements for the 2026 and 2027 fiscal years, respectively. The Issuer's Form 10-K for the year ended December 31, 2025 contains additional information regarding the applicable performance targets.
- [F4]The options vest in three substantially equal installments on each of 3/2/2027, 3/2/2028 and 3/2/2029, subject to continuous employment as of the applicable vesting date.
- [F5]Fully exercisable.