Tile Shop’s Board of Directors Approves Plan to Terminate Registration of Its Common Stock

MINNEAPOLIS, Oct. 06, 2025 (GLOBE NEWSWIRE) -- Tile Shop Holdings, Inc. (Nasdaq: TTSH) (“Tile Shop” or the “Company”), a specialty retailer of natural stone, man-made and luxury vinyl tiles, setting and maintenance materials and related accessories, today announced that the Independent Transaction Committee (the “Transaction Committee”) of the Board of Directors of the Company (the “Board”) comprised of independent directors has recommended, and the Board has approved, a plan to delist its shares of common stock from trading on the Nasdaq Capital Market, suspend its duty to file periodic reports and other information with the U.S. Securities and Exchange Commission (the “SEC”), and to terminate the registration of its common stock under the federal securities laws following the completion of a proposed reverse stock split. It is expected that this plan would be effectuated in December 2025, assuming the approval of Tile Shops’ stockholders of the proposed reverse split at special meeting of the Company’s stockholders (the “Special Meeting”), as described below.

The Company is taking these steps to avoid the substantial cost and expense of being a public reporting company and to focus the Company’s resources on enhancing long-term stockholder value. The Company anticipates savings of approximately $2.4 million on an annual basis as a result of the proposed delisting and deregistration transaction.

The proposed reverse stock split will be at a ratio between 1-for-2,000 and 1-for-4,000, in which holders of shares of the Company’s outstanding common stock in an amount less than the final determined reverse stock split ratio denominator would be cashed out at a price of $6.60 per share for their fractional shares. Such price represents a premium above the common stock’s closing price on October 2, 2025 and is supported by a fairness opinion delivered by GuideCap Partners LLC (“GuideCap”), whom the Transaction Committee engaged for such purpose. Stockholders owning more shares of the Company’s common stock than the reverse stock split ratio denominator prior to the reverse stock split would remain stockholders in the Company, which would no longer be encumbered by the expenses and distraction of a public reporting company. The number of shares they would own following the proposed transaction would be unchanged, as immediately after the reverse stock split a forward split would be applied to the continuing stockholders, negating any effects to them. The Company intends to fund the purchase of fractional shares resulting from the reverse stock split using cash-on-hand and, if necessary, with borrowings available under its line of credit.