Telos (NYSE: TLS) tech chief reports PSU vesting and tax share withholding

Rhea-AI Filing Summary

Telos Corporation VP and Chief Information Technology Officer Malcolm G. Cooke reported equity compensation activity involving company stock. On February 2, 2026, he acquired 18,806 shares of common stock at $0 upon vesting of performance share units. On the same date, 6,658 shares were withheld by Telos at $5.53 per share to cover tax withholding from this vesting, and no shares were sold to any third party as part of the transaction.

After these entries, Cooke beneficially owned 109,485.091 shares of Telos common stock in direct holdings and 10,035.26 shares held indirectly in a 401(k) account.

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^*

Cooke Malcolm G.

(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)
	VP, Chief Info Tech Officer

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		18,806(1)	A	$0	116,143.091	D
Common Stock	02/02/2026		F		6,658(2)	D	$5.53	109,485.091	D
Common Stock								10,035.26	I	Held in 401(k)

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 6,658 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).
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FAQ

What insider transactions did TLS executive Malcolm G. Cooke report on February 2, 2026?

Malcolm G. Cooke reported equity compensation-related stock activity on February 2, 2026. He received 18,806 Telos common shares upon vesting of performance share units, while 6,658 shares were withheld by Telos to satisfy his tax withholding obligation tied to that vesting event.

Did the Telos (TLS) executive sell any shares to the market in this Form 4 filing?

No, the Telos executive did not sell shares to any third party. The filing specifies that 6,658 shares were withheld by Telos solely to cover tax obligations from performance stock unit vesting, and there was no open-market or third-party sale associated with this transaction.

How many Telos (TLS) shares did Malcolm G. Cooke receive from performance share unit vesting?

Malcolm G. Cooke acquired 18,806 Telos common shares through vesting of performance share units. These shares were reported at a price of $0 per share, reflecting equity compensation rather than a market purchase, and increased his direct ownership position in the company’s stock.

Why were 6,658 Telos (TLS) shares withheld in Malcolm G. Cooke’s Form 4?

Telos withheld 6,658 shares to cover Cooke’s tax withholding obligations. These shares, valued at $5.53 each in the filing, were retained by the company in connection with the vesting of performance stock units, rather than being sold on the open market.

What is Malcolm G. Cooke’s Telos (TLS) share ownership after the reported Form 4 transactions?

After the reported transactions, Cooke directly owned 109,485.091 Telos shares. In addition, he held 10,035.26 shares indirectly through a 401(k) plan, giving him a combined economic interest split between direct holdings and retirement-plan ownership.

What is Malcolm G. Cooke’s role at Telos (TLS) as shown in this Form 4?

Malcolm G. Cooke is identified as VP, Chief Information Technology Officer at Telos. The Form 4 lists him as an officer, not a director or 10% owner, and reports his beneficial ownership changes related to equity compensation and associated tax withholding.