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

Core Viewpoint - Tile Shop Holdings, Inc. plans to delist its shares from Nasdaq and suspend its reporting obligations to the SEC to reduce costs and focus on long-term shareholder value [1][2][4]. Delisting and Deregistration Plan - The Independent Transaction Committee has recommended and the Board has approved a plan to delist shares, suspend periodic reporting, and terminate registration under federal securities laws after a proposed reverse stock split [1][4]. - The anticipated savings from this plan are approximately $2.4 million annually [2]. Reverse Stock Split Details - The proposed reverse stock split will be at a ratio between 1-for-2,000 and 1-for-4,000, with fractional shares being cashed out at $6.60 per share, which is a premium over the closing price on October 2, 2025 [3]. - Stockholders with more shares than the split ratio will remain shareholders, and their number of shares will be unchanged post-transaction [3][4]. Board's Rationale - The Board unanimously believes the transaction is in the best interests of the Company and its stockholders, as the Company incurs significant costs without realizing the benefits of public company status [4][5]. - The reverse stock split aims to reduce the number of record holders below 300, thus eliminating SEC public reporting obligations, and to provide liquidity to smaller stockholders [4][5]. Future Steps - The Company expects to hold a Special Meeting in December 2025 for stockholder approval of the proposed transaction [6]. - Following stockholder approval, the Company plans to delist its common stock and cease SEC filings shortly thereafter [7].