SEC Form PRE 14A filed by Tile Shop Holdings Inc.

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Preliminary Proxy Statement

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No fee required

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1.

A proposal to amend the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of our common stock, par value $0.0001 per share (the “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”), followed immediately by a forward stock split of our common stock at the same ratio but inverse (i.e., if the Reverse Stock Split were 1-for-2,000, then the Forward Stock Split would be 2,000-for-1) (the “Forward Stock Split,” and together with the Reverse Stock Split, the “Stock Split,” and the Stock Split and the subsequent delisting and deregistration of the Company’s common stock as described herein, collectively, the “Transaction”),

2.

A proposal to approve the adjournment of the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Reverse Stock Split Proposal if there are insufficient votes at the time of such adjournment to approve the Reverse Stock Split Proposal or to ensure that any supplement or amendment to the proxy statement is timely provided to our stockholders.

1.

To consider and vote upon a proposal to amend the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “common stock”), at a ratio not less than 1-for-2,000 and not greater than 1-for-4,000 (the “Reverse Stock Split”), with the exact Reverse Stock Split ratio to be set within the foregoing range at the discretion of the Company’s Board of Directors (the “Board”) (the “Reverse Stock Split Proposal”).

2.

To consider and vote on a proposal to approve the adjournment of the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Reverse Stock Split Proposal if there are insufficient votes at the time of such adjournment to approve the Reverse Stock Split Proposal or establish a quorum or to ensure that any supplement or amendment to the Proxy Statement is timely provided to our stockholders.

3.

To transact such other business as may properly come before the Special Meeting or any adjournments or postponements of the Special Meeting.

(1)

you may vote by mail by marking your proxy card, and then date, sign and return it in the postage-paid envelope provided; or

(2)

you may vote electronically by accessing the website located at https://www.virtualshareholdermeeting.com/TTSH2025SM and following the on-screen instructions; or

(3)

you may vote by using a telephone at     and following the voting instructions.

1.

The proposal relating to an amendment of the Certificate of Incorporation to effect a reverse stock split of our shares of common stock at a ratio not less than 1-for-2,000 and not greater than 1-for-4,000, which will be followed immediately by an amendment of the Certificate of Incorporation to effect a forward stock split of our shares of common stock at a ratio not less than 2,000-for-1 and not greater than 4,000-for-1. Stockholders whose shares are converted into less than one share of our common stock as a result of the Reverse Stock Split (meaning they own fewer than the Minimum Number immediately prior to the effective time of the Stock Split —  which is the time that the certificate of amendment to the Certificate of Incorporation to effect the Reverse Stock Split is filed with the Secretary of State of the State of Delaware) will receive $6.60 in cash, without interest, for each share of our common stock held by them immediately before the Reverse Stock Split. Stockholders who own a number of shares of common stock equal to or greater than the Minimum Number immediately prior to the effective time of the Stock Split will continue to own the same number of shares of our common stock after the completion of the Stock Split.

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The Company’s public cost structure is disproportionate to the sales level of its business. The Company’s management has estimated the average direct costs of being a public company (inclusive of accounting, legal, printing and other miscellaneous costs) are approximately $2.4 million annually. However, despite this significant expense outlay and time required of management, the Company has not realized, and in the Board’s view likely never will in the future realize, any of the traditional benefits of public company status, as described below. By eliminating the expenses associated with public company reporting and freeing management from the distractions of public company matters, the Company will have an ongoing cost structure befitting its current and foreseeable scale of operations and management will be freed to focus entirely on operations and pursuing revenue growth.

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The Company currently realizes none of the traditional benefits of public company status. During the last ten years, we have not raised capital from the public markets, effectively used our common stock as deal consideration or otherwise attracted interest from institutional investors or market analysts. Liquidity for our common stockholders has been limited on the Nasdaq Capital Market. Despite the lack of benefits, we incur all of the significant annual expenses and indirect costs associated with being a public company.

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Public company status requires significant management time and limits operational flexibility. The costs described above do not include any estimate for the overall time expended by our management and employees on preparing the periodic and other reports required of SEC reporting companies under the Exchange Act, complying with the Sarbanes-Oxley Act, and managing stockholder relations and communications. If we are a non-SEC reporting company, we believe management will 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. Additionally, due to the public market’s focus on quarterly results, smaller public companies such as ours are required to focus on short-term goals, such as quarterly financial results, often at the expense of longer-term objectives. If we are no longer a public reporting company, we believe management will be able to devote more time to sustaining long-term growth without an undue emphasis on short-term financial results. We will continue to be subject to the general anti-fraud provisions of applicable federal and state securities laws. We also anticipate realizing intangible benefits, in addition to the financial benefits, for not being subject to the filing obligations under the securities laws.

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Our common stock has limited trading volume and liquidity for small stockholdings, and the Transaction will afford our smallest stockholders the opportunity to liquidate their holdings in the Company and receive a fair price in cash for their shares, without incurring brokerage commissions (if applicable). The Board believes that holders of small amounts of shares of our common stock may be deterred from selling their shares because of the lack of an active trading market and disproportionately high brokerage costs. Based on our review of a list of record holders of our common stock as of September 25, 2025 furnished to us by Broadridge, as well as information we have received regarding the holdings of beneficial owners of our common stock held in “street name,” we estimate that there are approximately 109 and 109 holders of record of fewer than 2,000 and 4,000 shares of our common stock, respectively, and approximately 2,829 and 2,934 beneficial holders of fewer than 2,000 and 4,000 shares of our common stock, respectively, in “street name.” In addition, our common stock has been and continues to be thinly traded. The average daily trading volume of our common stock from January 2, 2024

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The Board decision to approve the proposed “going dark” transaction and its specific terms was the result of an independent and rigorous process to determine the best course for all the Company’s stockholders. The Transaction Committee had previously considered other alternatives, both organic initiatives, strategic alternatives and cost saving measures, to promote stockholder value and determined that the “going dark” transaction was in the best interests of all stockholders. The cash-out price for fractional shares was supported by careful analysis and a fairness opinion from GCP. See “Special Factors Relating to the Transaction—Fairness Opinion of Financial Advisor”. The Company has not entered into any voting or support agreements with any stockholders.

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Termination of Exchange Act Registration and Elimination of SEC Reporting Obligations. Our common stock is currently registered under the Exchange Act. The registration may be terminated upon application by us to the SEC if there are fewer than 300 holders of record of our common stock. We intend to file a Form 25 with the SEC to delist our common stock from the Nasdaq Capital Market and to deregister our common stock under Section 12(b) of the Exchange Act. We expect the delisting of our common stock will be effective 10 days after we file the Form 25 with the SEC and the deregistration of our common stock under Section 12(b) of the Exchange Act will take effect 90 days after the filing of the Form 25. Our duty to file periodic and current reports under Section 13(a) of the Exchange Act and the rules and regulations thereunder as a result of our common stock’s registration under Section 12(b) of the Exchange Act will be suspended 10 days after we file the Form 25 with the SEC. We will also be required to terminate our registration under other applicable provisions of the Exchange Act. Accordingly, we will also file with the SEC a Form 15 certifying that we have less than 300 stockholders. Our obligation to file periodic and current reports as a result of our common stock’s registration under those other provisions of the Exchange Act will be suspended immediately upon the filing the Form 15 with the SEC or automatically by operation of law on January 1, 2026 pursuant to Section 15(d) of the Exchange Act. After the 90-day waiting period following the filing of the Form 15: (1) our obligation to comply with the requirements of the proxy rules and to file proxy statements under Section 14 of the Exchange Act will also be terminated; (2) our executive officers, directors and 10% stockholders will no longer be required to file reports relating to their transactions in our common stock with the SEC and our executive officers, directors and 10% stockholders will no longer be subject to the recovery of profits provision of the Exchange Act; and (3) persons acquiring 5% of our common stock will no longer be required to report their beneficial ownership under the Exchange Act. However, following the filing of the Form 15 with the SEC, if on the first day of any fiscal year we have more than 300 stockholders of record we will once again become subject to the reporting requirements of the Exchange Act. Notwithstanding the foregoing, our duty to file periodic and current reports with the SEC will not be suspended with respect to the current fiscal year due to our existing registration statements filed under the Securities Act, including the Annual Report on Form 10-K for the fiscal year ending December 31, 2025. However, we intend to cease filing periodic and current reports required under the Exchange Act as soon as we are permitted to do so under applicable laws, rules and regulations. The Company will continue to be subject to the general anti-fraud provisions of applicable federal and state securities laws.

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Reduced Costs and Expenses. We expect to save approximately $2.4 million on an annual basis by becoming a non-reporting company. We also believe our management team, which currently spends a significant amount of time on activities related to compliance with the Exchange Act and Sarbanes-Oxley Act, will have more time to focus on managing the Company’s business and undertaking new initiatives that may result in greater long-term growth and increased stockholder value.

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Financial Effect of the Transaction. Based on information we have received as of September 25, 2025 from Broadridge, we believe that our total cash requirement to cash out fractional shares in the Reverse Stock Split will be approximately $4.8 million based on an assumed Reverse Stock Split ratio of 1-for-3,000. We estimate that our total legal, accounting, and financial advisory fees and other costs to effect the Transaction will be approximately $523,000, based on an assumed Reverse Stock Split ratio of 1-for-3,000. Our total Transaction-related expenses could be larger or smaller depending on, among other things, the number of fractional shares that will be outstanding after the Stock Split as a result of purchases, sales and other transfers of our shares of common stock by our stockholders, a deviation from the assumed 1-for-3,000 Reverse Stock Split ratio or an increase in the costs and expenses of the Transaction. The consideration to be paid to the Cashed Out Stockholders and the costs of the Stock Split will be paid from the Company’s cash on hand together with borrowings under our Line of Credit, if necessary. See “Special Factors Relating to the Transaction — Source of Funds and Expenses.” These costs will be offset over time by the cost savings of approximately $2.4 million per year we expect to realize as a result of the Transaction. See “Special Factors Relating to the Transaction — Purpose of and Reasons for the Transaction.”

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Conduct of our Business after the Transaction. We expect our business and operations following the Transaction to continue substantially as they are currently conducted, and except as described in this proxy statement, the Transaction is not expected to have any material effect upon the conduct of our business.

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Aggregate Stockholders’ Equity. Our aggregate stockholders’ equity will decrease from approximately $123,877,000 as of June 30, 2025 to approximately $118,565,474 on a pro forma basis (after giving effect to payment of Transaction-related costs in the amount of approximately $5.3 million, based on an assumed Reverse Stock Split of 1-for-3,000 consisting of approximately $4.8 million for the cash out of the shares of Cashed Out Stockholders based on an assumed Reverse Stock Split ratio of 1-for-3,000, approximately $523,000 representing the amount of other Transaction-related costs that have not been included in our historical financial statements).

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Book Value Per Share. Our book value per share of our common stock will decrease from $2.82 as of June 30, 2025 to approximately $2.70 per share of common stock on a pro forma basis (after giving effect to the payment of Transaction-related costs).

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Effect on Holders of Fewer than the Minimum Number and Treatment of Multiple Accounts. Following the Reverse Stock Split, holders of fewer than the Minimum Number would receive a cash payment of $6.60 per pre-split share, without interest, and would cease to be stockholders of the Company. Cashed Out Stockholders will have no further financial interest in us with respect to their cashed out shares and thus will not have the opportunity to participate in the potential appreciation in the value of such shares or our future growth.

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Elimination of SEC Reporting Obligations and Compliance with the Sarbanes-Oxley Act. As described above, following the Reverse Stock Split, we intend to delist our common stock from the Nasdaq Capital Market and to the deregister our common stock under Section 12(b) of the Exchange Act. Following the deregistration of our common stock, our obligation to file periodic and current reports with the SEC will be suspended and we will no longer be subject to the provisions of the Sarbanes-Oxley Act or other requirements applicable to a public company, including those required by the listing standards of a national stock exchange.

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Effect on Market for Shares and Liquidity. Our common stock is currently listed on the Nasdaq Capital Market. After the termination of our reporting obligations under the Exchange Act, our common stock would no longer be listed on the Nasdaq Capital Market, which may have an adverse effect on the liquidity of our common stock. Any trading in our common stock after the Stock Split and deregistration under the Exchange Act will only occur in privately negotiated sales and potentially on the Pink Limited Market, which may adversely affect the liquidity of our common stock and result in a significantly increased spread between the bid and asked prices of our common stock. Additionally, the overall price of our stock may be significantly reduced due to the potential that investors may view the investment as inherently more risky given the fact that publicly available information about the Company will be significantly more limited. The average daily trading volume of the stock from January 2, 2024 to October 3, 2025 (the trading day prior to the announcement of the proposed Transaction by the Company) was approximately 68,476 shares per day.

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Cost Savings. As we noted above, we ultimately expect to realize recurring annual cost savings of approximately $2.4 million as a result of the Transaction. Our Continuing Stockholders, including our affiliated stockholders, will be the beneficiaries of these savings. See “Special Factors Relating to the Transaction —  Purpose of and Reasons for the Transaction.”

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Outstanding Stock Options. The Stock Split will have no effect on outstanding options to purchase shares of our common stock.

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Reduction in Publicly Available Information. If we complete the Transaction as described in this proxy statement, our common stock will no longer be registered under the Exchange Act and we will no longer be a reporting company under the Exchange Act. We will, therefore, cease to file annual, quarterly, current, and other reports and documents with the SEC, and stockholders will cease to receive annual reports and proxy statements. Continuing Stockholders will have significantly less information about the Company and our business, operations, and financial performance than they have currently. We will continue to hold stockholder meetings as required under Delaware law, including annual meetings, or take actions by written consent of our stockholders in lieu of meetings.

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Audited Financial Statements. The Company intends to have its annual financial statements audited by a public accounting firm and made available to stockholders.

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Possible Decline in the Value of Our Common Stock. The possible limited liquidity of our common stock, the termination of our obligation to publicly disclose financial and other information following the

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Loss of Access to Public Markets. We will have no ability to access the public capital markets or to use public securities in attracting and retaining executives and other employees, and we will have a decreased ability to use stock to acquire other companies.

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Aggregate Stockholders’ Equity. Our aggregate stockholders’ equity will decrease from approximately $123,877,000 as of June 30, 2025 to approximately $118,565,474 on a pro forma basis (after giving effect to payment of Transaction costs in the amount of approximately $5.3 million, based on an assumed Reverse Stock Split ratio of 1-for-3,000 consisting of approximately $4.8 million for the cash out of the shares of Cashed Out Stockholders based on an assumed Reverse Stock Split ratio of 1-for-3,000, approximately $523,000 representing the amount of other Transaction- related costs that have not been included in our historical financial statements).

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Book Value Per Share. Our book value per share of our common stock will decrease from $2.82 per share as of June 30, 2025 to approximately $2.70 per share of common stock on a pro forma basis (after giving effect to the payment of Transaction-related costs, net of funds received in the Transaction, and the issuance of shares of common stock in the Transaction).

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No Participation in Future Growth by Cashed Out Stockholders. Cashed Out Stockholders will no longer have any ownership interest in the Company and will no longer participate in our future earnings and growth.

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Reduction in Information about the Company. After completion of the Transaction, we will cease to file annual, quarterly, current, and other reports and documents with the SEC, and stockholders will cease to receive annual reports and proxy statements. We intend to continue to prepare audited annual financial statements and quarterly unaudited financial statements and plan to make available to our stockholders audited annual financial statements and quarterly financial statements. Nonetheless, Continuing

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Limited Liquidity. After the completion of the Transaction, we will no longer be listed on the Nasdaq Capital Market. In addition, because of the possible limited liquidity for our common stock, the termination of our obligation to publicly disclose financial and other information following the completion of the Transaction, and the deregistration of our common stock under the Exchange Act, Continuing Stockholders may potentially experience a significant decrease in the value of their common stock.

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Limited Regulatory Oversight. After completion of the Transaction, we will no longer be subject to the provisions of the Sarbanes-Oxley Act, the liability provisions of the Exchange Act or the oversight of the Nasdaq Capital Market.

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Reporting Obligations of Certain Insiders. Our executive officers, directors and 10% stockholders will no longer be required to file reports relating to their transactions in our common stock with the SEC. In addition, our executive officers, directors and 10% stockholders will no longer be subject to the recovery of profits provision of the Exchange Act, and persons acquiring 5% of our common stock will no longer be required to report their beneficial ownership under the Exchange Act.

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Loss of Access to Public Markets. We will have no ability to access the public capital markets or to use public securities in attracting and retaining executives and other employees, and we will have a decreased ability to use stock to acquire other companies.

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Filing Requirements Reinstituted. The filing of the Form 15 will result in the suspension and not the termination of our filing obligations under the Exchange Act. This suspension will remain in effect so long as we have fewer than 300 stockholders of record. Thus, subsequent to the time the Form 15 becomes effective, if on the first day of any fiscal year we have more than 300 stockholders of record, then we must resume reporting pursuant to Section 15(d) of the Exchange Act.

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No Appraisal Rights. Under Delaware law, the Certificate of Incorporation and our bylaws, no appraisal or dissenters’ rights are available to our stockholders who vote against (or abstain from voting on) the Reverse Stock Split Proposal.

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Approval of the Reverse Stock Split. Once a quorum has been established, the affirmative vote of a majority of the votes cast (in person or by proxy) by the stockholders entitled to vote on the Reverse Stock Split Proposal at the Special Meeting is required to approve the Reverse Stock Split Proposal. In order for the Transaction to be approved, such majority must give a “FOR” vote for the Reverse Stock Split Proposal.

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the underlying business decision of the Company, its Board, or the Transaction Committee to proceed with the Transaction;

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the relative merits of the Transaction as compared to alternatives that may have been available;

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the structure, form, or any other terms of the Transaction other than the amount of the Cash Payment to unaffiliated Cashed Out Stockholders;

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the tax, legal, regulatory, or accounting consequences of the Transaction;

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the fairness of the Transaction to, or any consideration received by, the holders of any class of securities, creditors, employees, or other constituencies of the Company other than the unaffiliated Cashed Out Stockholders; or

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the price at which the Company’s securities may trade at any time after announcement or consummation of the Transaction.

1.

reviewed the draft proxy statement provided to GCP on October 2, 2025, including the terms and conditions of the proposed Transaction;

2.

reviewed certain publicly available business and financial information relating to the Company, including its filings on Forms 10-K and 10-Q;

3.

reviewed certain historical and projected financial and operating data relating to the Company prepared by the Company’s management;

4.

held discussions with members of senior management regarding the business, financial condition, prospects, and risks of the Company;

5.

reviewed the historical stock prices and trading activity of the Company’s common stock;

6.

reviewed and analyzed publicly available financial data and valuation multiples of selected publicly traded companies deemed relevant;

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reviewed and analyzed publicly available information concerning the terms of selected business combinations deemed relevant;

8.

performed a discounted cash flow analysis, including scenario and sensitivity analyses, based on management’s projections;

9.

reviewed premiums paid in selected retail buyout and other relevant transactions; and

10.

conducted such other financial studies, analyses, and investigations, and considered such other information, as GCP deemed appropriate.

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Historical Trading Price Analysis – a review of the historical trading prices, ranges, and volume-weighted average prices of the Company’s common stock, and a comparison of those values to the Cash Payment.

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Selected Public Companies Analysis – a review and comparison of the financial performance, market capitalization, and valuation multiples of selected publicly traded companies in the home improvement retail and related sectors.

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Selected Precedent Transactions Analysis – a review of selected merger and acquisition transactions involving companies in the home improvement retail, furniture retail, and building materials distribution sectors, and a comparison of valuation multiples from such transactions to those implied for the Company.

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Discounted Cash Flow Analysis – an estimate of the present value of the Company’s projected future unlevered free cash flows, discounted at an appropriate cost of capital and including a terminal value based on a perpetual growth rate, together with sensitivity analyses.

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Premiums Paid Analysis – a review of observed control premiums paid in selected retail buyout transactions relative to unaffected trading prices, and a comparison of such premiums to the premium implied by the Cash Payment.

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Asset-Based Approach – considered the Asset-Based Approach but determined it was not relevant given the Company’s status as a going concern in the retail sector.

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a citizen or resident of the United States;

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a corporation or an entity taxable as a corporation that is created or organized in or under the laws of the U.S., any states thereof or the District of Columbia;

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an estate the income of which is subject to U.S. federal income taxation regardless of its sources; or

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a trust if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust or a valid election is in effect under applicable Treasury Regulations to be treated as a United States person.

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$400,000 for legal expenses;

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$80,000 for the financial advisor’s fairness opinion; and

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$43,000 for filing, printing, mailing and other miscellaneous fees.

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any change in the nature of the holdings of stockholders which would result in us not being able to reduce the number of our record holders to below 300 as a result of the Reverse Stock Split, and to maintain such level;

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any reduction in the number of record holders such that the Reverse Stock Split is determined to be no longer necessary as a means of reducing the risk of the Company becoming re-subject to the public reporting requirements following deregistration as a result of the Company’s ownership reaching 300 or more record holders in the future;

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any change in the number of shares that will be exchanged for cash in connection with the Reverse Stock Split, including the shares owned by holders in “street name,” that would increase in any material respect the cost and expense of the Reverse Stock Split compared to what we presently estimate; and

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any adverse change in our financial condition that would cause us to believe that the Transaction would no longer be in the best interests of our stockholders.

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the completion of the Transaction, including the delisting of the Company’s common stock from The Nasdaq Capital Market, and the termination of the registration of the Company’s common stock under the Exchange Act and the suspension of the Company’s SEC reporting requirements;

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the estimated number of shares of the Company’s common stock to be cashed-out in the Reverse Stock Split;

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the expected cost to the Company of the Transaction, including the estimated amount to be paid to cash-out the holders of fewer than the Minimum Number immediately prior to the effective time of the Reverse Stock Split and the other related costs of the Transaction;

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the cost savings that the Company expects to realize following the consummation of the Transaction;

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the ability of Continuing Stockholders to sell their shares of the Company’s common stock over-the-counter following the consummation of the Transaction; and

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the percentage of the outstanding shares of the Company’s common stock owned by the Company’s directors and executive officers and their respective affiliates following the completion of the Stock Split.

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the occurrence of any event, change, or other circumstances that could give rise to the abandonment of the Transaction;

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the commencement of any legal proceedings relating to the Transaction and the outcome of any such proceedings that may be instituted;

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the occurrence of any event, change, or other circumstance that could prevent or delay the Company from terminating the registration of its common stock under the Exchange Act;

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the amount of the costs, fees, expenses, and charges that the Company incurs in connection with the Transaction; and

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the Company’s inability to realize the cost savings and operational benefits it expects to achieve as a result of the Transaction.

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each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

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each of our named executive officers;

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each of our directors; and

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all our current executive officers and directors as a group.

*

Represents beneficial ownership of less than 1% of the outstanding common stock.

(1)

Based on a Schedule 13G/A filed with the SEC on May 15, 2025 and a Form 4 filed July 22, 2025 by Fund 1 Investments, LLC, Fund 1 Investments, LLC holds shared voting and dispositive power over 12,859,012 shares of common stock, of which 11,856,805 shares are held for the benefit of PLP Funds Master Fund LP and 1,002,207 shares are held for the benefit of an unaffiliated private fund. In addition, based on the Form 4, Fund 1 Investments, LLC or its affiliates have entered into certain cash-settled swap agreements with an unaffiliated third-party financial institution which represent economic exposure to an aggregate of 902,113 notional shares of common stock. Pleasant Lake Partners LLC serves as investment adviser for these funds. Fund 1 Investments, LLC serves as managing member of Pleasant

(2)

Based on a Schedule 13G filed with the SEC on January 28, 2020 by Savitr Capital LLC (“Savitr”), Savitr holds shared voting and dispositive power over 2,770,535 shares of common stock. The business address of Savitr is 600 Montgomery Street, 47th Floor, San Francisco, California 94111.

(3)

Based on a Schedule 13G/A filed with the SEC on February 13, 2023 by Cannell Capital LLC and J. Carlo Cannell, Cannell Capital LLC and Mr. Cannell hold shared voting and dispositive power over 2,453,327 shares of common stock. Cannell Capital LLC acts as an investment adviser. Mr. Cannell is the managing member of Cannell Capital LLC. The business address of the reporting persons is 245 Meriwether Circle, Alta, Wyoming 83414.

(4)

Based on a Schedule 13D/A filed with the SEC on January 13, 2023 by JWTS, Inc. (“JWTS”), Peter J. Jacullo III, and the Katherine D. Jacullo Children’s 1993 Irrevocable Trust (the “Jacullo Trust”) and a Form 4 filed by Mr. Jacullo with the SEC on June 5, 2025. JWTS directly holds 3,191,180 shares of common stock and has sole voting and dispositive power with respect to such shares. Mr. Jacullo is the President and sole member of the board of directors of JWTS, holds sole voting and dispositive power over the securities held by JWTS, and may be deemed to beneficially own the securities held by JWTS. The Jacullo Trust directly holds 4,706,489 shares of common stock and has sole voting and dispositive power with respect to such shares. Mr. Jacullo is a co-trustee of the Jacullo Trust, holds shared voting and dispositive power over the securities held by the Jacullo Trust, and may be deemed to beneficially own the securities held by the Jacullo Trust. Mr. Jacullo disclaims beneficial ownership of the shares of common stock held by the Jacullo Trust, except to the extent of his pecuniary interest therein. Mr. Jacullo directly holds 547,038 shares of common stock over which he has sole voting and dispositive power, including 16,875 shares of unvested restricted common stock.

(5)

Based on a Schedule 13D/A filed with the SEC on January 13, 2023 by Peter H. Kamin and a Form 4 filed by Mr. Kamin with the SEC on June 5, 2025. Includes (i) 1,695,320 shares of common stock held by the Peter H. Kamin Revocable Trust dated February 2003, of which Peter H. Kamin is the trustee; (ii) 1,033,733 shares of common stock held by the Peter H. Kamin Childrens Trust dated March 1997, of which Mr. Kamin is the trustee; (iii) 117,453 shares of common stock held by the Peter H. Kamin Family Foundation, of which Mr. Kamin is the trustee; (iv) 328,711 shares of common stock held by the Peter H. Kamin GST Trust, of which Mr. Kamin is the trustee; (v) 333,495 shares of common stock held by 3K Limited Partnership, of which Mr. Kamin is the general partner; and (vi) 3,508,447 shares of common stock directly held by Mr. Kamin, including 32,063 shares of unvested restricted common stock. Mr. Kamin has sole voting and dispositive power over all such shares.

(6)

Includes 92,870 shares of unvested restricted common stock held by Mr. Lolmaugh and options to purchase 179,967 shares of common stock that are currently exercisable or will become exercisable within 60 days of September 25, 2025.

(7)

Includes 53,204 shares of unvested restricted common stock held by Mr. Kinder and options to purchase 76,900 shares of common stock that are currently exercisable or will become exercisable within 60 days of September 25, 2025, as well as 600 shares of common stock directly owned by Mr. Kinder’s spouse.

(8)

Includes 58,296 shares of unvested restricted common stock held by Mr. Davis and options to purchase 5,400 shares of common stock that are currently exercisable or will become exercisable within 60 days of September 25, 2025.

(9)

Includes 19,407 shares of unvested restricted stock held by Ms. Glasser and 3,383 shares of common stock directly owned by Ms. Glasser’s spouse.

(10)

Includes 11,813 shares of unvested restricted stock held by Mr. Bonney.

(11)

Includes 8,438 shares of unvested restricted stock held by Ms. Solheid.

(12)

Ms. Lunan, a former executive officer who is listed in the Summary Compensation Table, previously served as Senior Vice President and Chief Financial Officer until April 1, 2024. The number of shares is based on the Company’s records.

(13)

Includes 292,966 shares of unvested restricted common stock and options to purchase 262,267 shares of common stock that are currently exercisable or will become exercisable within 60 days of September 25, 2025. This group includes all current directors and executive officers.

(14)

On January 10, 2020, the then-serving directors delivered Director Standstill Commitments to us, as described under “Director Compensation-Standstill Agreements” in our Definitive Proxy Statement for the our 2025 Annual Meeting of Stockholders.