TILE SHOP HOLDINGS, INC.
21.20%
8,444,707
1552800
88677Q208
Dec 14, 2025
Jan 5, 2026, 06:01 PM
Reporting Persons (3)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Peter J. Jacullo III | Individual | 21.20% | 8,444,707 | 3,738,218 | 4,706,489 |
| Katherine D. Jacullo Children's 1993 Irrevocable Trust | Other | 11.80% | 4,706,489 | 0 | 4,706,489 |
| JWTS, INC. | CO | 8.00% | 3,191,180 | 3,191,180 | 0 |
Disclosure Items (7)
Common Stock, par value $0.0001 per share
TILE SHOP HOLDINGS, INC.
14000 Carlson Parkway, Plymouth, MN, 55441
The information contained in "Item 2. Identity and Background." of the Schedule 13D is not being amended by this Amendment No. 8. of the Schedule 13D.
"Item 3. Source or Amount of Funds or Other Consideration." of the Schedule 13D is being amended and restated by this Amendment No. 3 as follows: All of the shares of Common Stock owned by the Reporting Person were acquired using his personal funds or issued as compensation for his service as a director of the Issuer.
"Item 5. Interest in Securities of the Issuer" of the Schedule 13D is hereby amended and restated by this Amendment No. 8 as follows: The aggregate percentage of shares of Common Stock reported owned herein is based upon 39,869,711 shares outstanding as of the close of business on December 29, 2025, as reported to the Reporting Persons by the Issuer.
The Reporting Persons beneficially own 8,444,707 shares of Common Stock, including: (i) 547,038 shares of Common Stock held directly by Mr. Jacullo, which includes 16,875 shares of restricted Common Stock received as director compensation, which are subject to a risk of forfeiture until the earlier of (a) the date of the Issuer's next annual meeting of stockholders and (b) June 13, 2026; (ii) 3,191,180 shares of Common Stock held by JWTS, Inc., of which Mr. Jacullo is the President and the sole member of the board of directors; and (iii) 4,706,489 shares of Common Stock held by the Katherine D. Jacullo Children's 1993 Irrevocable Trust, of which Mr. Jacullo is the co-trustee, total of which represents approximately 21.2% of the issued and outstanding shares of Common Stock as of December 29, 2025. Mr. Jacullo may be deemed to beneficially own the shares of Common Stock held of record by each of the trusts, non-profit and limited partnership aforementioned, but disclaims any such beneficial ownership except to the extent of his pecuniary interest therein. The Reporting Persons have the power to vote or dispose of the shares of Common Stock, or direct the vote or disposition thereof, as follows: JWTS, Inc. Sole power to vote or to direct the vote: 3,191,180 Shared power to vote or to direct the vote: 0 Sole power to dispose or to direct the disposition of: 3,191,180 Shared power to dispose or to direct the disposition of: 0 Peter J. Jacullo III Sole power to vote or to direct the vote: 3,738,218 Shared power to vote or to direct the vote: 4,706,489 Sole power to dispose or to direct the disposition of: 3,738,218 Shared power to dispose or to direct the disposition of: 4,706,489 Katherine D. Jacullo Children's 1993 Irrevocable Trust Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 4,706,489 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 4,706,489
Except as set forth in Item 4 of this Amendment No. 8, the Reporting Persons, or, to the knowledge of the Reporting Persons, have not engaged in any transaction with respect to the shares of Common Stock during the sixty (60) days prior to the trigger date for the filing of this Amendment No. 8.
Other than as described in Item 4 above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Amendment No. 8.
Not applicable.
"Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer" of the Schedule 13D is to add and refer to the following Exhibits: 2021 Compensation Plan On April 20, 2021, the Issuer's board of directors (the "Board") adopted the 2021 Compensation Plan. The 2021 Compensation Plan authorizes the grant of equity-based and cash-based compensation awards to those employees of, and consultants to, the Issuer and its subsidiaries who are selected by the compensation committee of the Board (the "Compensation Committee"), and the 2021 Compensation Plan also authorizes the Compensation Committee to grant awards to non-employee directors of the Issuer. Awards under the 2021 Compensation Plan may be granted in the form of stock options, stock appreciation rights (sometimes referred to as "SARs"), restricted shares, restricted share units, performance awards and other share-based awards. The 2021 Compensation Plan is filed as Exhibit 99.2 hereto and is incorporated herein by reference. The foregoing description of the 2021 Compensation Plan is not complete and is qualified in its entirety to the full text of the 2021 Compensation Plan, a copy of which is filed as an exhibit hereto. Award Agreement The awards were issued pursuant to the Award Agreements under the 2021 Compensation Plan. Pursuant to the Award Agreements the Reporting Person's awards of restricted shares of Common Stock vest in three substantially equal tranches on the first, second and third anniversary of the grant date, provided that the Reporting Person is providing services to the Issuer on the applicable vesting date. A copy of the form of Award Agreement is attached as Exhibit 99.3 and is incorporated by reference herein. The foregoing description of the Award Agreement is not complete and is qualified in its entirety to the full text of the Award Agreement, a copy of which is filed as an exhibit hereto.
"Item 7. Material to be filed as Exhibits." of the Schedule 13D is being amended by this Amendment No. 8 to add the following exhibits: 99.2 Form of 2021 Omnibus Equity Compensation Plan, effective as of April 20, 2021 (filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with SEC on July 21, 2021, and incorporated herein by reference). 99.3 Form of Stock Restriction Agreement (filed as Exhibit 10.4 to the Issuer's Current Report on Form 8-K filed with SEC on July 21, 2021, and incorporated herein by reference). 99.4* Joint Filing Agreement, dated January 5, 2026, among the Reporting Persons.