Tile Shop Stockholders Approves 1-For-3,000 Reverse Split Followed Immediately By 3,000-For-1 Forward Split; Stockholders Who Hold Fewer Than 3,000 Shares Immediately Prior To The Reverse Stock Split Will Be Paid $6.60 In Cash, Without Interest, For Each Whole Share Of The Company's Common Stock Held By Them At The Effective Time Of The Reverse Stock Split

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, at the special meeting of stockholders of the Company held on December 3, 2025 (the "Special Meeting"), the requisite stockholders of the Company approved an amendment to the certificate of incorporation of the Company, as amended (the "Certificate of Incorporation"), to effect a reverse stock split of the Company's common stock at a ratio not less than 1-for-2,000 and not greater than 1-for-4,000 (the "Reverse Stock Split" and such proposal, the "Reverse Stock Split Proposal").

Following the approval of the Company's stockholders at the Special Meeting, the Company's Board of Directors approved a ratio of 1-for-3,000 for the Reverse Stock Split followed immediately by a 3,000-for-1 forward stock split of the Company's common stock (the "Forward Stock Split," and together with the Reverse Stock Split, the "Stock Splits"). The Company intends to file certificates of amendment to the Certificate of Incorporation with the State of Delaware to effect the Reverse Stock Split, followed immediately by the Forward Stock Split as promptly as practical following the completion of necessary regulatory processes and thereafter intends to file the necessary documents to delist and deregister the Company.

Stockholders who hold fewer than 3,000 shares immediately prior to the Reverse Stock Split will be paid $6.60 in cash, without interest, for each whole share of the Company's common stock held by them at the effective time of the Reverse Stock Split, and thereafter they will no longer be stockholders of the Company. Stockholders owning more than 3,000 shares of the Company's common stock at the effective time of the Reverse Stock Split (the "Continuing Stockholders") will not be entitled to receive any cash for their fractional share interests resulting from the Reverse Stock Split, if any. The Forward Stock Split, which will immediately follow the Reverse Stock Split, will reconvert whole shares and fractional share interests held by the Continuing Stockholders back into the same number of shares of common stock held by such Continuing Stockholders immediately before the effective time of the Reverse Stock Split. As a result of the Forward Stock Split, the total number of shares of the Company's common stock held by a Continuing Stockholder will not change as a result of the Reverse Stock Split.