Current Price: $6.24
Target Price: $6.60
Upside: $720 (for 1,999 shares) or 5.8%
Expiration Date: two months
TTSH is a tile retailer that operates 141 stores across the U.S. The company plans to delist from Nasdaq, deregister with the SEC, and stop filing public reports – essentially, to go dark. To achieve this, TTSH will conduct a reverse stock split followed by a forward stock split to reduce the number of record shareholders below 300. The final split ratio hasn’t been decided, but management has indicated a preliminary range between 1-for-2,000 and 1-for-4,000. Fractional shareholders, including the beneficial owners, will be cashed out at $6.60/share. The stock is currently trading at ~$6.24. So if you hold 1,999 shares and the ratio gets set at the lower limit, all your shares would be cashed out at $6.60, resulting in ~$720 profit.
Shareholder meeting to vote on the proposal will be held some time in December. TTSH is expected to file a proxy this month, setting the exact meeting date and final split ratio. Management collectively owns 37% of the company, so approval shouldn’t be an issue. The only question mark is Fund 1 Investments, which holds another 29% stake and hasn’t voiced any opinion yet. It’s hard to imagine management moving ahead with such a proposal without at least a quiet nod from the largest shareholders. If the vote passes as expected, the transaction will take effect soon after.
Quote from the preliminary proxy on the treatment of beneficiary shareholders:
We intend to treat stockholders holding our common stock in “street name” in the same manner as record holders. Prior to the Stock Split, we will conduct an inquiry of all brokers, banks and other nominees that hold shares of our common stock in “street name,” ask them to provide us with information on how many shares held by beneficial holders will be cashed out, and request that they effect the Stock Split for those beneficial holders. However, these banks, brokers and other nominees may have different procedures than registered stockholders for processing the Stock Split. Accordingly, if you hold your shares of common stock in “street name,” we encourage you to contact your bank, broker or other nominee.
The main risk in these setups has always been the same – the company could cancel the transaction or change the terms. These reverse split trades tend to look simple and attractive, which draws in a lot of arbitrageurs. This increases the number of fractional shareholders that need to be cashed out, raising the total cash outlay for the transaction and in turn prompting management to reconsider the terms.
TTSH estimated that at the midpoint reverse split ratio (1-for-3,000), cashing out fractional shareholders would cost $4.8m. This implies there were 726k shares to be cashed out. Since the initial announcement (Oct 6), roughly 14m shares have changed hands at an elevated trading volume (~2-3x above normal). At least some of these shares have likely ended up in the hands of new fractional shareholders, and that number (as well as the total cost of the reverse split) might continue going up till December.
But even if TTSH changes the terms (e.g. materially reduces the split ratio, lowers the offer price, or stops treating beneficial shareholders the same as record holders) or just cancels the reverse-split altogether, the downside should be minimal. The stock traded just slightly below the current levels right before the announcement and has been drifting in the $6-$7/share range over the last year. Even during the height of the tariff drama back in mid-April, the stock dipped only to $5.50/share, or 12% below current levels. So the downside here seems to be well protected.
The most interesting part of this setup is the possibility that management and major shareholders see the delisting as more than just a cost-saving exercise. It might also be a cheap and clever way to take the company private. A handful of hints kind of point in that direction (I’ll expand on this in the section below). If that’s the case, management probably won’t care if the cost to cash out fractional shareholders goes up – it would still be far cheaper than via an ‘official’ buyout, which would likely require a much higher bid than the 14% premium currently offered to fractional shareholders.
We’ve already seen something similar with AINC, which was also privatized last year through the same maneuver (covered on SSI here).
Peter Kamin and privatization of TTSH
TTSH’s chairman, Peter Kamin, is a well-known micro-cap activist. He owns 15.7% of the company. It’s important to note upfront that he has already tried to screw TTSH shareholders once. However, that’s more an exception than a rule to his otherwise stellar track record.
Kamin had previously co-founded ValueAct Capital, helped to grow it to $9bn AUM, and then left in 2011 to launch another fund (3K LP) focused on smaller companies. Some even call him the “Carl Icahn of OTC stocks“.
His playbook involves shaking up boards, recapitalizing the companies, cutting costs (he’s a fan of delistings for exactly that reason), and implementing smarter capital allocation with cash returns to shareholders. The formula has worked, and a number of his companies have turned into multi-baggers. One example is CLWY – he gained control through a recapitalization in 2016 at $2.50/share, and the stock later surged to $18 in 2021. RWWI followed a similar path – Kamin led a board overhaul and recapitalization in 2014, and the stock has since climbed more than 10x. MAM Software was another win, but through a company sale – Kamin joined the board in 2012, bought shares around $3, and helped to sell the company in 2019 for $12.12/share.
Kamin is a sophisticated guy and clearly understands the arbitrage dynamics around reverse/forward splits. In fact, Kamin has already pulled off at least two similar stock split transactions before – both were completed on original terms.
- One was with CLWY last year. The split was 1-for-20,000 – an enormous ratio that also suggests the privatization motive, since so many shareholders were cashed out. Kamin already owned 64% before the split, with other directors holding another 6%. The offer went through successfully, and the stock has now moved to Expert Market. From what I understand, the liquidity was extremely tight even before the split.
- The other case was PMD, where Kamin also serves as chairman. The proposed ratio was 1-for-4,000 to 1-for-6,000, with fractional shareholders cashed out at $2.35/share. Any spread was eliminated almost immediately. The reverse split was ultimately carried out at 1-for-5,000 ratio.
TTSH’s situation is a bit different from the two examples above. Neither CLWY nor PMD had the kind of setup that could attract a big crowd of arbitrageurs – CLWY was too illiquid, and the spread on PMD was too tight to bother with. But in any case, Peter Kamin must have foreseen the dynamics with the increasing number of fractional TTSH shareholders and still has chosen to proceed with the transaction.
As for that one stain on Kamin’s track record – the current proposal is not his first attempt to take TTSH dark. Back in 2019, he planned a similar delisting, but without the reverse/forward split as management believed TTSH’s record holder count had already been below 300 at the time. The whole thing turned into a mess. After TTSH announced delisting in 2019, the stock immediately crashed by 60% as investors who couldn’t hold OTC shares bolted for the door. Kamin and fellow director Peter Jacullo started buying shares in the open market and lifted their combined ownership from 17% to 30%. Shareholders filed a class-action lawsuit, which ended in 2021 with a $12m settlement and a two-year ban on buying more shares. That ban has now expired. Jacullo owns 19% of TTSH, and Kamin 17%.
So now they’re back, but with a reverse/forward split and an offer to cash out fractional shareholders. Kamin strikes me as someone who cares about his reputation. After the blowback the last time, it’s hard to imagine he’d risk another reputational hit by cancelling the offer or amending the terms. Both he and Jacullo clearly want TTSH delisted. If the transaction goes through, the cash-out of small shareholders would also boost their combined ownership close to a controlling stake.
Timing of the transaction seems opportunistic. TTSH’s business (selling tiles to homeowners and remodelers) currently is in a downcycle. Demand is strongly tied to existing home sales and renovation activity, both of which are sitting at multi-year lows. Insiders might see this as a clever way to take the company private before housing activity picks back up.
The move makes financial sense. Cash-out price for fractional shareholders comes at 21x TTM EBITDA ($18m). However, at more normalized $35-$40m EBITDA, the multiple would be 10-11x. This is a pretty stable cash-generative business, so ~10-11x normalized EBITDA doesn’t seem unreasonable. Previously, the company has traded in the range of 6x-20x EBITDA multiples. High level financials are depicted in the table below.
Fund 1 Investments
The largest shareholder of TTSH is a small hedge fund called Fund 1 Investments, which owns 29% of the company (no board representation). Fund 1 has been constantly buying stock in the open market for the last two years, almost all of it near the current $6.60 cash-out price. Just this year, the fund raised its stake from 20% to 29%, making TTSH its second-largest equity position. It’s not hard to imagine that Fund 1 might be aligned with management and supportive of the delisting. The day after the announcement, Fund 1 amended its filing from a passive 13G to an active 13D, saying it plans to engage in discussions with management, including after the implementation of the split:
The Reporting Person intends to engage in discussions with the Board and the Issuer’s management team regarding the Deregistration Plan, the Issuer’s corporate governance and stockholder rights, and operational and strategic opportunities for the Issuer to enhance stockholder value (including following implementation of the Deregistration Plan, if approved by stockholders), among other matters.
The actual intentions of Fund 1 are not clear – the 13D filing could have been a signal of opposition to the delisting, or maybe they were caught off guard by the announcement and now plan to talk with management before deciding what to do. The key risk here is that Fund 1 could probably block the transaction if they wanted to. Still, it’s hard to imagine Kamin launching this plan without a quiet green light from the major shareholders. And notably, Fund 1 didn’t express any opposition in its 13D – something it easily could have done, especially given its history of activism.
Fund 1 Investments has a mixed track record. The fund was previously involved with DXLG, where it was a major shareholder and even made a non-binding $3/share offer. That deal went nowhere, and the stock later slid to $1.1/share, leaving some investors badly burnt. Fund 1 itself is a relatively new vehicle – its filings only started showing up at the end of 2022. It seems to have been created to manage Pleasant Lake Partners, Jonathan Lennon’s investment vehicle. Fund 1 has around $1.2bn in AUM.
There are two other sizable shareholders – Savitr Capital with 6.2% and Cannel Capital with 5.5%. Altogether, the five largest holders (Kamin, Jacullo, Fund 1, Savitr, and Cannel) control 77% of TTSH.
Historical precedents are favorable
Over the last five years, there have been 11 similar reverse/forward split transactions. All shared essentially the same key risk – that management might cancel or amend the transaction. Out of those 11, only 2 failed (PKD and ANEB).
Here’s the data below – let me know if I’ve missed any transactions since 2020:
The most interesting and actionable cases were covered on SSI – AINC, CCUR, RELV, WSTL, and PKD. Every one of them closed successfully, except the last one.
PKD attempted a 1-for-100 reverse/forward split, offering a hefty 64% premium to cash out fractional holders. In dollar terms, for odd-lots, upside was $850, but in percentage terms the available upside at the time was 40%. Naturally, the trade got crowded fast. A month later, management amended the ratio from the fixed 1-for-100 to a flexible range of 1-for-5 to 1-for-100, with the final number to be chosen before implementation. Given how the events unfolded, it seemed likely that PKD would lean toward the lower end of that range, so many arbitrageurs were forced to materially decrease their positions at a loss. Interestingly, so many odd-lot accounts eventually exited that the final reverse split ratio was set at 1 for 50.
TTSH differs from PKD in two important ways. First, the cash-out premium is far smaller – 14% versus 64%. Second, the total upside is also much tighter – 7% versus 40%. There’s a lot less to tempt the crowd this time.
Another failed case is ANEB – it’s a fresh one and still technically pending. I shared my thoughts about it on X in July. The company offered an enormous 100% premium to cash-out fractional holders, and the stock initially spiked on the news. The upside for odd-lots stood around $2,700 in dollar value. Arbs piled in and management went quiet – the scheduled shareholder meeting never took place. When the expected meeting date passed, management quietly filed an updated proxy showing total costs of the contemplated reserve split had jumped from $1.8m to $5.1m. Nothing concrete was noted regarding the transaction (no new meeting date, etc.), but management also started exploring strategic alternatives. So while it’s not 100% clear yet where the situation will end up, most likely the reverse split will be withdrawn. ANEB also doesn’t have any real operating business – it’s a development-stage biopharma that is running out of cash. It was never clear why management had offered 100% premium to cash out fractional shareholders.
TTSH’s offer looks far more serious. The company actually has a stable/profitable business and a prominent management team. They offered a modest premium for odd-lots, which makes their intentions look more credible.
Government shutdown will delay SEC comments on the prelim proxy pushing out timeline
does this work at IB?
It should work on IB, and I don’t see any reason why it wouldn’t. The key point is that the company has explicitly stated that beneficial holders will be treated the same as record holders. I’ve submitted a ticket with IB to confirm this and will share their response once it comes in.
Did you get a reply to your ticket? What happened with AINC? There’s a SSI comment about possibly receiving fractional shares instead of cash near the bottom for AINC.
no reply from IB yet? I vaguely rem avoiding IB for split associated stuff but can’t rem because it’s been a while. For one I had to register shares and wondering if this is the case with this one because it might be too late.
The reply was: “At this time we have not yet received confirmation from the Depository for a split involving TTSH. Once confirmed all holders will be notified.”
Basically, they cannot provide any details until the split is formally approved and the board announces the final ratio. But I think there shouldn’t be any shenanigans here, and IB will treat beneficial holders the same as record holders, exactly as outlined in the company’s proxy. The meeting date is today (December 3).
the VIC write-up on this expected a close in the new year. Why do you think it will close in two months?
When announcing the deal on October 6, the company said they expect this to happen in December. “It is anticipated that the proposed transaction would become effective shortly after the Special Meeting of the Company’s stockholders, which is expected to be held in December 2025.”
I’m not sure whether the shutdown might impact this timing.
It may take a bit of time before the payment is received. The VIC write-up author expects closing in January/February, so the timelines are more or less in line.
They just filed the 14A. The meeting is Dec 3. I think payment would be soon thereafter. The word “Immediately” appears often with regard to filings with Delaware and Nasdaq.
I get there’s $600-$700 here, but is tying up $12.5k for a couple of months for a 5% to 6% return here worth it?
That’s 30-60% annualized, depending on when you get paid. Maybe I do too much merger arb, I’m always thinking in annualized terms. Not a life-changing situation obviously, but kind of fun to participate, IMO.
It would be a fantastic return for a couple of months if it were guaranteed to happen. If you factor in a 10-20% of chance of it not going ahead for one reason or another and the stock price falling by 5-10% then it becomes a bit less clear cut (but still potentially worthwhile).
Couple of questions:
1) Any ideas what will happen if someome bought 1999 stocks in several different brokers? Will they be all cashed out? Were there any precedents in similar cases previously?
2) Does anyone has experience of participating in such deals via small non-US brokers? Is there a risk that TTSH won’t be able to contact the broker and cash out fractional shares? What would happen after the reverse split in such case?
There is a section in the filing called examples, which states that you can do this multiple times if you hold shares with different brokers. Some quotes: “Examples. The effect of the Stock Split on both Cashed Out Stockholders and Continuing Stockholders may be illustrated, in part, by the following examples, which assume a 1-for-3,000 reverse stock split and a 3,000-for-1 forward stock split:” … “Mr. Martinez holds 2,000 shares of common stock in one brokerage account and 2,000 shares in another brokerage account at the effective time of the Stock Split.” “Each of Mr. Martinez’ holdings will be treated separately. Assuming each of the brokerage firms with whom Mr. Martinez holds his shares in “street name” effect the Stock Split for their beneficial holders, Mr. Martinez will receive cash in the amount of $26,400, without interest, for the 4,000 shares of common stock held prior to the Reverse Stock Split.”
https://www.specialsituationinvestments.com/2023/11/quick-pitch-docebo-dcbo/#comment-18125
There’s also this quote from proxy:
“What happens if I own beneficially a total number of shares of common stock equal to or greater than the Minimum Number of shares or more shares of common stock, but I hold fewer than the Minimum Number of record in my name and fewer than the Minimum Number with my broker in “street name”?
We may not have the information to compare your holdings in two or more different brokerage firms. As a result, if you hold a number of shares of common stock equal to or greater than the Minimum Number, you may nevertheless have your shares cashed out if you hold them in a combination of accounts in several brokerage firms. If you are in this situation and desire to remain a stockholder of the Company after the Reverse Stock Split, we recommend that you combine your holdings in one brokerage account or become a record holder prior to the effective time of the Reverse Stock Split. You should be able to determine whether your shares will be cashed out by examining your brokerage account statements to see if you hold a number of shares of common stock equal to or greater than the Minimum Number in any one account.”
There’s a high level activistor became 28% shareholder according 10-07 report…….If it’s a good or bad signal?If they want agaist the voting they should annouced a letter to call the other instutional investor and small shareholder to support them? I am sturggle about this…..
Fund 1 has been a major shareholder for a while, and has increased its stake in TTSH a lot this year. After the reverse split announcement, Fund 1 also changed their previous filing type from 13G to 13D. As mentioned in the write-up, the intentions of this shareholder are not clear, as it has not voiced any opinion yet. However, it would be hard to imagine management moving forward with such a proposal without at least a quiet nod from the largest shareholder in advance.
Wondering about whether some brokers might not provide TTSH with the necessary information to effect the cash out for street holders, this is from the filing” What if I hold fewer than the Minimum Number and hold all of my shares in “street name”?
If you hold fewer than the Minimum Number and hold your shares of our common stock in “street name,” your broker, bank or other nominee is considered the stockholder of record with respect to those shares and not you. It is possible that the bank, broker or other nominee also holds shares for other beneficial owners of our common stock and that it may hold a total number of shares of our common stock equal to or greater than the Minimum Number. Therefore, depending upon their procedures, they may not be obligated to treat the Stock Split as affecting beneficial holders’ shares. We intend to treat stockholders holding our common stock in “street name” in the same manner as record holders. Prior to the Stock Split, we will conduct an inquiry of all brokers, banks and other nominees that hold shares of our common stock in “street name,” ask them to provide us with information on how many shares held by beneficial holders will be cashed out, and request that they effect the Stock Split for those beneficial holders. However, these banks, brokers and other nominees may have different procedures than registered stockholders for processing the Stock Split. Accordingly, if you hold your shares of common stock in “street name,” we encourage you to contact your bank, broker or other nominee.
Other similar deals seem to have worked out on all brokerages, for example, ISPO. But I guess there’s always a chance that (1) the company might decide not to treat street-name holders in the same manner, and/or (2) brokers might screw something up.
There is a news article that appears to be AI generated on the Bloomberg news screen today stating that a firm called Calvert has voted against the upcoming transaction according to an ISS governance website tracking proxy votes. The Bloomberg article links the Calvert vote with the Fund 1/Pleasant Lake position, however I don’t see any SEC filings in the past few days about this. Also, other than that Bloomberg article, I can’t find anything that links the name “Calvert” with Fund 1/Pleasant Lake, so it appears to me the article could be an error. Has anyone else looked into this?
Split ratio is out, 1:3000. Does anyone know how the timing will work?
Is it too late to buy or add?
MINNEAPOLIS, Dec. 03, 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, 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.
As previously announced, the Company is undertaking the Stock Splits in connection with the proposed delisting of its common stock from The Nasdaq Stock Market LLC and the deregistration of its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, to avoid the substantial cost and expense of being a public reporting company and to allow the Company to have more time to focus on managing the Company’s businesses and undertaking new initiatives that may result in greater long-term growth and increased stockholder value. The Company anticipates savings exceeding $2.4 million on an annual basis as a result of the proposed deregistration and delisting.
I don’t think they have set the effective date for the split yet. However, the point is probably moot because the stock is quoted 6.53/6.57 AH right now. Not sure $0.03 on an additional 1,000 shares is worth it, lol.
https://www.sec.gov/ix?doc=/Archives/edgar/data/1552800/000114036125044210/ef20060535_8k.htm
Seems to be “prior to the effective time of the Reverse Stock Split”.
each stockholder owning fewer than 3,000 shares of Common Stock immediately prior to the effective time of the Reverse Stock Split will receive $6.60
and in Exhibit 3.1, “Effective Time” is
Upon the effectiveness of the Certificate of Amendment of this Certificate of Incorporation, as amended, containing this sentence (the “Effective Time”)
so the Reverse Split’s own effectiveness. But when is that or it depends on how fast the SEC works? And it doesn’t mention anything about shares’ settlement either.
Yes, the effective date has not yet been set. In the November proxy, TTSH stated that the stock split is expected to become effective when the company’s Certificate of Incorporation is amended, which is still pending “the completion of necessary regulatory processes.”
Down to 6.40 today, not sure why. Means there’s a 3.1% spread if you’re considering topping up positions.
Good call. Thanks!
Mostly speculation/from some undocumented memory – the longer we go without a date the more it could bleed out esp considering thin volume.
But that would still only be opportunity cost at this point, wouldn’t it?
Yes, investors don’t like waiting and get antsy. My guess if it goes long enough we prob see $6.2. But I have no other info on timing/not worth looking into yet.
I believe that this cannot be done with 2,999 shares in two accounts at two different brokerages in the same name – does anyone know if that is correct?
As mentioned above, TTSH has stated in the definitive proxy that shares held by different brokers will be treated separately:
“Examples. The effect of the Stock Split on both Cashed Out Stockholders and Continuing Stockholders may be illustrated, in part, by the following examples, which assume a 1-for-3,000 reverse stock split and a 3,000-for-1 forward stock split:” … “Mr. Martinez holds 2,000 shares of common stock in one brokerage account and 2,000 shares in another brokerage account at the effective time of the Stock Split.” “Each of Mr. Martinez’ holdings will be treated separately. Assuming each of the brokerage firms with whom Mr. Martinez holds his shares in “street name” effect the Stock Split for their beneficial holders, Mr. Martinez will receive cash in the amount of $26,400, without interest, for the 4,000 shares of common stock held prior to the Reverse Stock Split.”
Can someone please confirm this? I understand the reverse split will be executed automatically by IB (you do not have to do anything manually here)?
Correct. You dont have to do anything for mandatory corporate actions.
The released Form 4 seems to explain the recent (temporary) price decrease. If I understand correctly, the bank surely resold the shares he had bought as a hedge. The reason for the seller volume?
Form 4 : https://www.sec.gov/Archives/edgar/data/1552800/000092189525003320/xslF345X05/form413866014_12112025.xml
That seems like a possible explanation. When Fund 1 settles the swap, the bank loses its short exposure. With the hedge no longer needed, the bank immediately liquidates the physical shares to flatten its book. The Form 4 confirms this mechanical selling, with 419,410 shares hitting the market over 3 days
https://www.globenewswire.com/news-release/2025/12/12/3204801/33100/en/Tile-Shop-Announces-Effective-Date-for-Stock-Splits-and-Delisting-from-Nasdaq-Capital-Market.html
Following the approval of the Company’s stockholders at the special meeting of stockholders of the Company held on December 3, 2025, the Company’s Board of Directors approved a 1-for-3,000 reverse stock split of the Company’s common stock (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 of the Company, as amended, with the Secretary of State of the State of Delaware on December 15, 2025, to effect the Reverse Stock Split at 5:01 p.m., followed immediately by the Forward Stock Split at 5:02 p.m., respectively, on that day. Beginning at the opening of trading on Tuesday, December 16, 2025, the Company’s common stock will continue to trade on The Nasdaq Capital Market on a post Stock Split basis under the existing symbol “TTSH,” and CUSIP 88677Q208.
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.
https://investors.tileshop.com/news-releases/news-release-details/tile-shop-announces-effective-date-stock-splits-and-delisting
Press release just out that says split will be effective close on December 15.
https://investors.tileshop.com/news-releases/news-release-details/tile-shop-announces-effective-date-stock-splits-and-delisting
In hindsight, the smart trade would have been to buy a lot more shares and sold the excess as the stock rallied towards $6.60 (i.e., earn $0.20 – 0.25 on a lot of shares).
Next time… it’s always next time.
Dec 15 last day to buy
Tile Shop Holdings, Inc. (TTSH) will be effecting a one-for-three thousand (1-3,000) reverse stock split of its outstanding common stock immediately followed by a three thousand for one (3,000-1) forward split. Stockholders who hold fewer than 3000 shares immediately prior to the reverse stock split will have their interests converted to $6.60 in cash. The transaction will be effective at the opening of business on Tuesday, December 16, 2025. In conjunction with the reverse and forward splits, the CUSIP number will change to 88677Q208.
Do you know if shares need to be settled or not?
I don’t believe so. I’ve bought other splits day of, and still seen the results.
Perfect. Seems like the deal is going through. The recent dip ended up being a gift for those of us who topped up. Now we just wait for the cash to hit. I view the IB risk as minimal.
Did anybody buy on robinhood? My 1999 shares didn’t disappear or change into a temporarily CUSIP. Seems like robinhood didn’t process the corporate action and left the stock trading as is, and the stock is down to $5.5 now
My broker DEGIRO is in the same case, but they told me they are processing the splitoff and that I will receive the cash in a few days. Give your broker a call
Did you hold on to your shares or sell?
I can not sell them, they are blocked by the broker while they process the splitoff
I had a friend who held it in RH, they sold for 7.24
If you trust Robinhood’s AI support assistant everything is fine. At least I have it in writing in a support ticket. Note, if you sold at Robinhood, you will be short shares when they do process this.
I wrote: “TTSH announced a reverse split on Dec 16th where all shareholders with under 3000 shares will be cashed out. This has not happened to my shares yet. When will this take effect?” and I included the announcement and
”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.”
Robinhood Support:
Based on your holdings, you currently have 2,999 shares of TTSH, which is below the 3,000-share threshold for the cash-out.
Here’s what you can expect:
You are eligible to be cashed out at $6.60 per share as announced by the company.
The reverse split was announced to take effect on December 16th, 2025.
After the effective date, Robinhood and its clearing firm process these corporate actions. The cash payment for your shares typically takes 3–4 weeks to be credited to your account after the reverse split is processed.
During this period, your TTSH shares may appear as untradeable or as a placeholder in your account until the cash is distributed.
No action is required from you. The process is automatic, and you will receive the cash payment once the event is fully processed. If you do not see the cash in your account after 4 weeks from the effective date, please let us know so we can investigate further.
Down to 5.24 yesterday. I caught a bid at 6.56 the day before. Anyone in the same boat buying back in?
Seems like a buy down here, am i wrong seeing unaffected price before delisting/rev split announcement is $6. Sounds like it’s going expert but I am no…..expert.
Believe they reversed the reverse split, so share price now should be analogous to share price before. No idea who is still trading this thing. Maybe a few people who had slightly too many shares to get bought out? I wouldn’t touch it with a ten-foot pole now.
IB still not paid out, any other brokers deliver cash?
Should this trade OTC initially and eventually expert?
Yes. The stock will likely drift to the Expert Market shortly after deregistration is complete.
Will take 3-4 weeks to receive payment? I wonder why so long.
3-4 weeks is a conservative estimate provided by retail brokers (like Robinhood) to manage expectations, though prime brokers often settle faster (1-2 weeks).
looks like IBKR just cleaned it up
Big R2k delete tmrw. 2.5mm to sell i think thats what this is.
IB still processing for me also.
sorry they moved from TTSH.OLD now showing contra cusip
I just received this email from Robinhood. It isn’t very clear, but it looks like the cash-out worked. Those that sold for a gain post-split may have those transactions canceled.
Important changes to TTSH reorganization
on December 16, 2025, Tile Shop (TTSH) completed a reorganization. We’ve reversed this reorganization, and we’ll repay the funds to your account on December 19, 2025.
To support the upcoming cash-out event, any trades placed on the new TTSH will be canceled.
This is such a poor communication. I mean laughably bad. That is the most confusing way they could possibly explain this and shows how far Robinhood has to go as a company.
Anyone have a strong feel where this settles out now that the index selling is complete?
Good shot at $5+ but problem is once delisting/date is announced there is gonna be indiscriminate selling and market is well aware of it. If it wasn’t for that I’d say we’re back at $6 v soon.
TLDR: weak feeling for high 5s
Anyone have a guess as to when top holders would be unrestricted here? Part of the bull thesis i’d say in owning this here, bc otherwise who is incremental buyer.
I don’t understand why anyone is thinking about a longer-term position in this company. The trade was the odd-lot arbitrage. It’s over, move on. They may not even publish results once they go dark. How are you supposed to monitor the company?
Forced selling by indexes or institutions can be a special situation.
Insiders appear to want to buy it at $6.60, but it dropped all the way to $3.60 (after jumping to 7.30), perhaps because of forced selling. Moving to the expert market can be another forced selling event.
Out of curiosity – has anyone shorted TTSH into the reverse/forward split?
If yes, I would be interested to know what % of your borrowed position ended up coming from <3000 holders and was bought in at $6.6? I am guessing this % would differ on case by case, depending on where the borrow came.
ANEB (one of the failed reverse/forward split cases mentioned in the write-up) has now officially abandoned the splits and announced a tiny tender offer instead.
“The primary cause is the increased number of shares that are now held through accounts with fewer than 2,500 shares, mostly from certain holders who upon announcement of the proposed reverse stock split began acquiring shares through multiple accounts with less than 2,500 shares or splitting their existing holdings, simply in an attempt to receive multiple fractional share payments. This activity resulted in a significant increase in the expected cost of the proposed transaction. Therefore, the Board of Directors has decided that the increased cost now outweighs the anticipated benefit, and it is in the best interest of the Company and its stockholders to abandon the reverse stock split”
Hi all – I just received a letter from Schwab stating that my old Tile Shop shares were canceled and new Tile Shop shares were issued. This is obviously concerning given that this trade entailed not getting new Tile Shop shares but rather getting cashed out of the old Tile Shop shares. Does anyone else have experience with Schwab such that think this will be a problem or not? In other words, does Schwab generally handle this the way all other brokers do or is there a chance they would not be able to effectively report the individual owners such that would not be cashed out.
With all of this said, I’m not putting too much stock in this letter, no pun intended, because these brokers seem to communicate about this kind of thing sloppily and parts of the process are automated and parts are not – so I’m not sure of anything – just slightly concerned given that letter.
Any insights about this would be much appreciated.
New shares just sound like a corporate action placeholder before cash hits.
I wouldn’t worry about Schwab handling this correctly. In my experience, they are very client focused.
Thank you!
Has anyone, via any broker, received the cash proceeds? This seems like a ridiculous length of time to wait.
I was paid today, Dec 29, by Schwab.
Nothing in Sofi yet (I had some spare cash there, got most of the results in my Schwab account)…
Sofi paid out today
same Fido
did anyone not get cashed out
Out of curiosity, which broker are you using? I’m using IB and all is good there.
Yeah, I got screwed by Degiro. They blocked the shares, did not cash out, and when they unblocked them the stock was at 3.4$. Their answer was in French, but here you have the translated version: “The event was initially announced as a reverse stock split with a ratio of 3,000 to 1, followed by a stock split with a ratio of 1 to 3,000. The ex-date of this event was December 16th. In accordance with our risk mitigation procedure for corporate actions, product US88677Q1094 was made non-trading on December 16th.
Our custodian ultimately decided to process the transaction as a 1-for-1 exchange (old ISIN US88677Q1094 for payment of the new ISIN US88677Q2094).
As explained previously, our omnibus structure, detailed in the client contract (all client positions held in the same account), resulted in the number of shares held exceeding 3,000.
It was therefore possible that our custodian would make the payment in shares and not in cash (in my last email I specifically mentioned a payment in shares, not cash. You received payment in shares for the new shares in exchange for the old ones).
We were unsure how Morgan Stanley (our custodian) would handle the transaction, so your position remained ‘non-negotiable’. Note that the ISIN US88677Q1094 initially held was no longer trading. Therefore, you would not have been able to sell.
Morgan Stanley then delivered the new shares US88677Q2084 (and not a cash payment, as more than 3,000 shares were held in our account).
Once the payment for the new shares was finalized, they were credited to your account on December 31st.
The newly delivered shares were traded on the OTC market on December 29th and were already trading at $3.44.
During our call on December 16th, I couldn’t guarantee 100% that you would receive payment, but I did tell you that we were awaiting payment from our custodian. I didn’t have all the details at that time.
Finally, as an Execution-Only broker, we do not provide information on mandatory securities transactions, only on non-mandatory ones (in other words, those where you have a decision to make). This particular transaction is mandatory.”
Degiro are quite possibly the worst broker to ever exist. I’m actually impressed with that response compared the the utter nonsense I’ve received from them before.
Yeah it’s a solid explanation. Also, I hope the lesson wasn’t too expensive, but: reverse splits, odd lots, fractional share round-ups, none of that works at DeGiro due to the omnibus account structure. Nor has it ever worked in the past. Nor does it work with a lot of other shitty European brokers / CFD bucket shop.
They own all client assets in a single SPV. Anything that depends on you owning a specific number of shares is not going to work as the clearing house treats all shares held by all customers of DeGiro as a single position.
Really sorry to hear that. I hope you can find a better broker.
Hope this post helps others in the future. Be careful investing with Degiro
I am also stuck with my shares at NBDB.
The initial response I’ve got was that this was a “voluntary” corporate action, so I was supposed to call in to instruct. Still following up to get to the bottom of this.
I found it interesting that Schwab delivered the cash from this on 12/29 while Etrade made customers wait until 1/5. In the age of 4% interest rates, a one week delay is significant.
Some of us are old enough to remember EF Hutton. I guess it still goes on.