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xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember30, 2025 OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from – to –Commission file number:001-35629_____________________________ TILESHOPHOLDINGS,INC.(Exact name of registrant as specified in its charter) _____________________________ Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $0.0001 par valueTTSHTheNasdaqStock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.xYes¨No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).xYes¨No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer¨Non-acceleratedfiler¨ Accelerated filerxSmaller reporting companyxEmerging growth company¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).¨Yes xNo As of November3, 2025, there were44,715,001shares of the registrant’s common stock, par value $0.0001 per share, outstanding. TILE SHOP HOLDINGS, INC.Table of Contents PagePART I. FINANCIAL INFORMATIONItem 1.Financial Statements3Consolidated Balance Sheets3Consolidated Statements of Operations4Consolidated Statements of Comprehensive(Loss)Income5Consolidated Statements of Stockholders’ Equity6Consolidated Statements of Cash Flows8Notes to Consolidated Financial Statements9Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations17Item 3.Quantitative and Qualitative Disclosures About Market Risk24Item 4.Controls and Procedures24PART II. OTHER INFORMATIONItem 1.Legal Proceedings25Item 1A.Risk Factors25Item 2.Unregistered Sales of Equity Securities and Use of Proceeds26Item 3.Defaults Upon Senior Securities26Item 4.Mine Safety Disclosures26Item 5.Other Information26Item 6.Exhibits`27Signatures28 Table of Contents Tile Shop Holdings, Inc. and SubsidiariesConsolidated Balance Sheets(dollars in thousands, except per share data) Current assets:Cash and cash equivalents$24,145$20,957Receivables, net3,7733,085Inventories87,24086,267Income tax receivable1,366850Other current assets, net8,4158,663Total Current Assets124,939119,822Property, plant and equipment, net56,68359,733Right of use asset126,927132,861Deferred tax assets5,2294,890Other assets1,6632,297Total Assets$315,441$319,603 Tile Shop Holdings, Inc. and SubsidiariesConsolidated Statements of Operations(dollars in thousands, except per share data)(unaudited) Table of Contents Tile Shop Holdings, Inc. and SubsidiariesConsolidated Statements of Comprehensive (Loss) Income(dollars in thousands)(unaudited) Tile Shop Holdings, Inc. and SubsidiariesConsolidated Statements of Stockholders’ Equity(dollars in thousands)(unaudited) Tile Shop Holdings, Inc. and SubsidiariesConsolidated Statements of Cash Flows(dollars in thousands)(unaudited) Tile Shop Holdings, Inc. and SubsidiariesNotes to Consolidated Financial Statements(unaudited) Note 1: Background Tile Shop Holdings, Inc. (“Holdings,” and together with its wholly owned subsidiaries, the “Company”) was incorporated in Delawarein June 2012. The Company is a specialty retailer of man-made and natural stone tiles, luxury vinyl tiles, setting and maintenance materials, andrelated accessories in the United States. The Company offers a wide selection of high-quality products, exclusive designs,knowledgeable staff and exceptional customer service, in an extensive showroom environment with up to 50 full-room tiled displays.The Company’s primary market is retail sales to consumers, contractors, designers and home builders. As of September30, 2025, theCompany had140stores in31states and the District of Columbia, with an average size of approximately20,000square feet. TheCom