Telos (TLS) EVP reports performance share vesting and tax share withholding

Rhea-AI Filing Summary

Telos Corporation executive Edward Hutchinson Robbins Jr., EVP and General Counsel, reported equity compensation activity involving the company’s common stock. On 02/02/2026 he acquired 270,386 shares at $0 when certain performance share units vested, increasing his direct holdings.

To cover related tax withholding from this vesting, Telos withheld 134,042 shares at $5.53 per share; no shares were sold to any third party as part of this transaction. After these entries, Robbins directly owns 668,901 common shares and holds 12,422.05 additional shares indirectly through a 401(k) plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Robbins Edward Hutchinson Jr.

(Last) (First) (Middle)

C/O TELOS CORPORATION

19886 ASHBURN ROAD

(Street)

ASHBURN VA 20147

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TELOS CORP [ TLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/02/2026		A		270,386(1)	A	$0	802,943	D
Common Stock	02/02/2026		F		134,042(2)	D	$5.53	668,901	D
Common Stock								12,422.05	I	By 401k plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person acquired these shares upon the vesting of certain performance share units.

2. Telos withheld 134,042 shares of its common stock to satisfy the reporting person's tax withholding obligation resulting from the vesting of the performance stock units. The reporting person did not sell any shares of Telos stock to a third party as part of this transaction.

Remarks:

	/s/ Helen M. Oh, attorney-in-fact	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Telos (TLS) report for Edward Hutchinson Robbins Jr.?

Telos reported that EVP and General Counsel Edward Hutchinson Robbins Jr. acquired 270,386 common shares at $0 upon vesting of performance share units. In the same event, the company withheld shares to cover taxes, and his direct and indirect holdings were updated accordingly.

How many Telos (TLS) shares did the executive acquire and at what price?

Robbins acquired 270,386 Telos common shares at $0 per share when certain performance share units vested. This reflects stock-based compensation rather than an open-market purchase, increasing his direct ownership position in the company’s equity without cash outlay for the shares themselves.

Were any Telos (TLS) shares actually sold to the market in this Form 4 filing?

No shares were sold to a third party. Telos withheld 134,042 common shares at $5.53 per share solely to satisfy Robbins’ tax withholding obligation from the performance stock unit vesting, meaning the transaction did not involve an open-market sale to outside investors.

What is the purpose of the 134,042 Telos (TLS) shares withheld in this transaction?

The 134,042 Telos shares were withheld by the company to cover Robbins’ tax withholding obligation resulting from the vesting of performance stock units. This is a standard mechanism where part of an equity award is retained to pay taxes instead of requiring cash payment.

How many Telos (TLS) shares does Edward Hutchinson Robbins Jr. own after this transaction?

Following the reported transactions, Robbins directly owns 668,901 Telos common shares. In addition, he has an indirect holding of 12,422.05 shares through a 401(k) plan, reflecting his combined economic interest in the company’s stock after the performance share unit vesting.

What role does Edward Hutchinson Robbins Jr. hold at Telos (TLS)?

Robbins serves as Executive Vice President and General Counsel of Telos. His position is highlighted in the insider report, which identifies him as an officer rather than a director or 10% owner, providing context for his stock-based compensation and ownership disclosures.