Telos Corp (TLS) CFO receives 483,018-share award, taxes withheld in stock

Rhea-AI Filing Summary

Telos Corp executive Gary Mark Bendza, EVP and CFO, reported equity compensation activity involving company stock. On February 2, 2026, he acquired 483,018 shares of common stock at $0 per share upon vesting of performance share units. To cover tax withholding from this vesting, 219,268 shares were withheld by Telos at $5.53 per share, and no shares were sold to any third party. After these transactions, he directly owned 901,324 Telos common shares and held an additional 8,482.77 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

OMB APPROVAL

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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^*

Bendza Gary Mark

(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, CFO

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		483,018(1)	A	$0	1,120,592	D
Common Stock	02/02/2026		F		219,268(2)	D	$5.53	901,324	D
Common Stock								8,482.77	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 219,268 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 did Telos (TLS) CFO Gary Mark Bendza report in this Form 4?

Telos CFO Gary Mark Bendza reported equity compensation activity, including vesting of performance share units and related tax withholding. The filing details new shares acquired, shares withheld for taxes, and his updated direct and indirect holdings of Telos common stock.

How many Telos (TLS) shares did the CFO acquire in the latest transaction?

The CFO acquired 483,018 shares of Telos common stock at $0 per share. These shares were received upon vesting of performance share units, representing stock-based compensation rather than an open-market purchase for cash.

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

No, the filing states the CFO did not sell any Telos shares to a third party. Instead, Telos withheld shares to satisfy the CFO’s tax withholding obligation tied to the vesting of performance stock units.

Why were 219,268 Telos (TLS) shares withheld from the CFO’s award?

Telos withheld 219,268 shares of common stock to satisfy the CFO’s tax withholding obligation from the vesting of performance stock units. This is a common method to cover payroll taxes without requiring a separate cash payment from the executive.

How many Telos (TLS) shares does the CFO beneficially own after these transactions?

After the reported transactions, the CFO beneficially owns 901,324 Telos common shares directly. He also holds an additional 8,482.77 shares indirectly through a 401(k) plan, as disclosed in the filing’s ownership tables.

What does transaction code "A" mean in the Telos (TLS) CFO’s Form 4?

Transaction code "A" indicates an acquisition of shares, here tied to equity compensation. The CFO received 483,018 shares upon vesting of performance share units, which is categorized as an acquisition rather than an open-market purchase.

What does transaction code "F" represent in this Telos (TLS) insider report?

Transaction code "F" denotes shares used to pay tax obligations on an equity award. Telos withheld 219,268 shares at $5.53 per share to cover the CFO’s tax withholding arising from the vesting of performance stock units.