Telos (TLS) HR VP reports PSU vesting and tax share withholding

Rhea-AI Filing Summary

Telos Corporation VP of Human Resources Donna K. Hill reported equity compensation activity on common stock. On 02/02/2026, she acquired 17,051 shares at $0 upon vesting of performance share units. Telos then withheld 6,037 shares at $5.53 to cover her tax obligation, with no sale to any third party. After these transactions, she beneficially owns 75,596 common shares directly and 6,359.58 shares indirectly held 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

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^*

Hill Donna K.

(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, Human Resources

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		17,051(1)	A	$0	81,633	D
Common Stock	02/02/2026		F		6,037(2)	D	$5.53	75,596	D
Common Stock								6,359.58	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 6,037 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) executive Donna K. Hill report?

Donna K. Hill reported vesting-related stock activity, receiving 17,051 Telos common shares from performance share units. The company then withheld 6,037 shares to satisfy tax obligations, with no shares sold to a third party as part of this transaction.

How many Telos (TLS) shares did Donna K. Hill acquire and at what price?

She acquired 17,051 Telos common shares at a price of $0 upon vesting of performance share units. This reflects equity compensation becoming fully earned rather than an open-market stock purchase at a cash cost.

Why were 6,037 Telos (TLS) shares withheld from Donna K. Hill?

Telos withheld 6,037 common shares to cover Donna K. Hill’s tax withholding obligations from the vesting of performance stock units. The filing states she did not sell any of these shares to a third-party buyer.

How many Telos (TLS) shares does Donna K. Hill own after the reported Form 4?

After the transactions, she beneficially owns 75,596 Telos common shares directly. In addition, she has 6,359.58 Telos shares held indirectly through a 401(k) account, as disclosed in the ownership table.

What is the significance of the $5.53 price in Donna K. Hill’s Telos (TLS) filing?

The $5.53 figure is the price used when Telos withheld 6,037 common shares for taxes. It represents the value applied to the tax withholding transaction, not a sale price received from any third-party purchaser.