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Telos (NASDAQ: TLS) CEO on medical leave as Q1 exceeds guidance

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Telos Corporation announced that President, CEO and Board Chairman John B. Wood is taking a medical leave of absence, with the duration currently uncertain. Executive Vice Presidents Mark Griffin, Mark Bendza and Hutch Robbins have jointly assumed CEO responsibilities on an interim basis under Board oversight, and Fred Schaufeld has been appointed interim Board Chairman.

The company stated it does not anticipate material disruption to operations during this transition. Telos also expects to report first-quarter revenue and Adjusted EBITDA above the high end of guidance issued on March 16, 2026, and plans to reaffirm its full-year outlook during its May 11, 2026 earnings call.

Positive

  • Q1 results above guidance: Telos expects first-quarter revenue and Adjusted EBITDA to exceed the high end of its March 16, 2026 guidance range and plans to reaffirm its full-year outlook on the May 11, 2026 earnings call.

Negative

  • Uncertain CEO medical leave: President, CEO and Board Chairman John B. Wood has taken a medical leave of absence, with the duration uncertain, creating potential leadership overhang despite interim arrangements and the company’s expectation of no material operational disruption.

Insights

CEO medical leave is partly offset by stronger-than-guided Q1 results.

Telos Corporation disclosed that long-time leader John B. Wood is on medical leave with an uncertain return date. In response, three senior executives are jointly covering CEO duties, and a new interim Chairman has been appointed, indicating an effort to maintain governance and operational continuity.

At the same time, Telos expects first-quarter revenue and Adjusted EBITDA to come in above the high end of its previously issued guidance and intends to reaffirm its full-year outlook on the May 11, 2026 earnings call. This suggests recent business performance is tracking better than management’s prior expectations, helping to balance concerns about temporary leadership disruption.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Earnings call date May 11, 2026 Scheduled call to discuss Q1 results and full-year outlook
Adjusted EBITDA financial
"expects to report first-quarter revenue and Adjusted EBITDA above the high end"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
emerging growth company regulatory
"Indicate by check mark whether the registrant is an emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
forward-looking statements regulatory
"contains forward-looking statements which are made under the safe harbor provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Annual Report on Form 10-K regulatory
"including its Annual Report on Form 10-K for the year ended December 31, 2025"
An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.
safe harbor provisions regulatory
"forward-looking statements which are made under the safe harbor provisions of the federal securities laws"
Safe harbor provisions are rules or legal protections that shield companies or individuals from certain penalties or liabilities when they follow specific guidelines or procedures. They provide a sense of security, encouraging compliance and innovation by reducing the fear of legal repercussions if they act in good faith. For investors, these provisions help ensure that companies are transparent and accountable without the risk of unfair punishment for honest mistakes.
Understanding 8-K Material Events →
0000320121false00003201212026-04-282026-04-28
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 28, 2026
Date of Report (Date of earliest event reported)
TELOS CORPORATION
(Exact name of registrant as specified in its charter)
Maryland001-0844352-0880974
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
19886 Ashburn Road,
Ashburn, Virginia
20147-2358
(Address of principal executive offices)(Zip Code)
(703) 724-3800
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common stock, $0.001 par value per shareTLSThe Nasdaq Stock Market LLC
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Telos Corporation (the “Company”) has announced that John B. Wood, the Company’s President, Chief Executive Officer and Chairman of the Board, is taking a medical leave of absence. The duration of the leave is uncertain at this time.
Effective April 28, 2026, Mark Griffin, Executive Vice President, Security Solutions, Mark Bendza, Executive Vice President and Chief Financial Officer, and Hutch Robbins, Executive Vice President and General Counsel, under the oversight of and reporting to the Company’s Board of Directors, have assumed the responsibilities of the Chief Executive Officer on an interim basis. Fred Schaufeld has been appointed by the Board of Directors to serve as its Chairman on an interim basis effective immediately. The Board of Directors and executive leadership team are working closely to ensure continuity of the Company’s operations during Mr. Wood’s absence. The Company does not anticipate material disruption to its operations.
Item 2.02.    Results of Operations and Financial Condition.
The Company expects to report first-quarter revenue and Adjusted EBITDA above the high end of the guidance range it provided on March 16, 2026 and to reaffirm its full-year outlook during its upcoming May 11, 2026 earnings call.
The information in this Item 2.02 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Form 8-K contains forward-looking statements which are made under the safe harbor provisions of the federal securities laws. These statements are based on the Company’s management’s current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to them. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company believes that these risks and uncertainties include, but are not limited to, those described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth from time to time in the Company’s filings and reports with the U.S. Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K for the year ended December 31, 2025, as well as subsequent and future filings and reports by the Company, copies of which are available at https://investors.telos.com and on the SEC’s website at www.sec.gov.
Although the Company bases these forward-looking statements on assumptions that its management believes are reasonable when made, the Company cautions the reader that forward-looking statements are not guarantees of future performance and that the Company’s actual results of operations, financial condition and liquidity, and industry developments, may differ materially from statements made in or suggested by the forward-looking statements contained in this release. Given these risks, uncertainties and other factors, many of which are beyond its control, the Company cautions the reader not to place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date of such statement and, except as required by law, the Company undertakes no obligation to update any forward-looking statement publicly, or to revise any forward-looking statement to reflect events or developments occurring after the date of the statement, even if new information becomes available in the future. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.


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S I G N A T U R E S

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TELOS CORPORATION
By:/s/ E. Hutchinson Robbins, Jr.
E. Hutchinson Robbins, Jr.
Executive Vice President, General Counsel
Date: April 29, 2026
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Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did Telos (TLS) announce in this 8-K?

Telos announced that John B. Wood, its President, CEO and Chairman, is taking a medical leave of absence of uncertain duration. Three executive vice presidents have assumed CEO responsibilities on an interim basis, and Fred Schaufeld has been named interim Chairman of the Board.

How is Telos (TLS) handling CEO duties during John Wood’s medical leave?

During John Wood’s medical leave, Telos assigned CEO responsibilities to Mark Griffin, Mark Bendza and Hutch Robbins, all executive vice presidents, reporting to the Board. The Board also appointed director Fred Schaufeld as interim Chairman to support oversight and continuity of corporate governance.

What financial update did Telos (TLS) provide about its first quarter?

Telos expects its first-quarter revenue and Adjusted EBITDA to finish above the high end of guidance it issued on March 16, 2026. The company also indicated it plans to reaffirm its full-year outlook during its scheduled earnings call on May 11, 2026.

Does Telos (TLS) anticipate operational disruptions from the CEO’s medical leave?

Telos stated that its Board and executive leadership team are working closely to ensure continuity of operations during John Wood’s absence. The company explicitly noted that it does not anticipate material disruption to its operations as a result of the temporary leadership change.

When will Telos (TLS) discuss its outlook and first-quarter performance in detail?

Telos plans to discuss its first-quarter performance and reaffirm its full-year outlook during its upcoming earnings call on May 11, 2026. Ahead of that call, it has already indicated first-quarter revenue and Adjusted EBITDA should exceed the high end of prior guidance.

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