Davis Mark Burton 4

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.