TELOS CEO granted new RSU and performance awards

Wood John B reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Wood John B reported acquisition or exercise transactions in this Form 4 filing.

TELOS CORP Chairman and CEO John B. Wood reported new equity awards. He received 362,734 restricted share units that will vest in three equal installments on May 26, 2027, May 26, 2028, and May 26, 2029. He also received 544,101 performance-based RSUs tied to the company’s Total Shareholder Return versus peers over the period from June 1, 2026 through May 31, 2029. Following these awards, he directly holds 5,578,962 shares of common stock, with additional indirect holdings through a 401(k) plan and an LLC.

Insider Trade Summary

Grant/Award: 906,835 shares

Grant/Award 4 txns

Insider Wood John B

Role Chairman and CEO

Type	Security	Shares	Price	Value
Grant/Award	Performance-Based RSUs	544,101	$0.00	$0.00
Grant/Award	Common Stock	362,734	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance-Based RSUs — 544,101 contracts (Direct); Common Stock — 5,578,962 shares (Direct); Common Stock — 1,402,018 shares (Indirect, By LLC); Common Stock — 196,893.39 shares (Indirect, By 401(k) plan)

Footnotes (2)

1. F1. These shares of common stock represent restricted share units granted pursuant to an award agreement between the reporting person and the Issuer and are subject to forfeiture. The restricted share units awarded will vest and be settled in shares of Issuer common stock in installments as follows: (1) one-third will vest on May 26, 2027; (2) one-third will vest on May 26, 2028; and (3) one-third will vest on May 26, 2029.
2. F2. Each performance-based RSU presents a contingent right to receive one share of Issuer common stock. The performance-based RSUs vest upon the Issuer's common stock achieving a certain Total Shareholder Return relative to certain of the Issuer's peers during the performance period of June 1, 2026 through May 31, 2029.

Key Figures

Restricted share units granted: 362,734 units Performance-based RSUs granted: 544,101 units Direct common stock holdings: 5,578,962 shares +4 more

7 metrics

Restricted share units granted 362,734 units Time-based RSUs granted on May 26, 2026

Performance-based RSUs granted 544,101 units Contingent on relative Total Shareholder Return, 2026-2029

Direct common stock holdings 5,578,962 shares Shares of TELOS CORP common stock after reported awards

Indirect 401(k) holdings 196,893.3900 shares Common stock held indirectly via 401(k) plan

Indirect LLC holdings 1,402,018.0000 shares Common stock held indirectly via LLC

RSU vesting dates May 26, 2027/2028/2029 Three equal RSU installments over three years

Performance period for RSUs June 1, 2026–May 31, 2029 Measurement window for Total Shareholder Return condition

Key Terms

restricted share units, performance-based RSU, Total Shareholder Return, 401(k) plan, +1 more

5 terms

restricted share units financial

"These shares of common stock represent restricted share units granted pursuant to an award agreement"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

performance-based RSU financial

"Each performance-based RSU presents a contingent right to receive one share of Issuer common stock"

Performance-based RSUs are promises to deliver company stock to employees only if the firm or the individual meets preset financial or operational targets; they convert into actual shares when those goals are achieved. For investors, they matter because they link pay to results—shaping management incentives, affecting future share count and earnings reports, and signaling how confident leadership is about hitting measurable milestones (think of a bonus that only pays out if sales or profit goals are reached).

Total Shareholder Return financial

"achieving a certain Total Shareholder Return relative to certain of the Issuer's peers"

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

401(k) plan financial

"total_shares_following_transaction ... nature_of_ownership: By 401(k) plan"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

LLC financial

"total_shares_following_transaction ... nature_of_ownership: By LLC"

A limited liability company (LLC) is a legal business structure that shields owners’ personal assets from the company’s debts and legal claims while letting the business operate with flexible management rules. For investors, an LLC matters because it changes how risk, taxes and ownership transfers work—profits often flow through to owners’ personal tax returns and liability is typically limited, so investing in an LLC is like putting a financial firewall between your personal finances and the business.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TLS Chairman and CEO John B. Wood receive in this Form 4?

John B. Wood received new stock-based awards. He was granted 362,734 restricted share units and 544,101 performance-based RSUs, both relating to TELOS CORP common stock, as part of his equity compensation on May 26, 2026.

How do John B. Wood’s 362,734 restricted share units for TLS vest?

The 362,734 restricted share units vest in three equal parts. One-third vests on May 26, 2027, another third on May 26, 2028, and the final third on May 26, 2029, and each installment is settled in shares of TELOS CORP common stock.

What performance conditions apply to John B. Wood’s 544,101 performance-based RSUs at TLS?

The 544,101 performance-based RSUs depend on stock performance. Each unit represents a contingent right to one share of common stock, vesting based on TELOS CORP’s Total Shareholder Return relative to selected peers during June 1, 2026 through May 31, 2029.

What are John B. Wood’s direct common stock holdings in TLS after these awards?

After these awards, John B. Wood directly owns 5,578,962 shares. This figure reflects his direct ownership of TELOS CORP common stock reported in the filing, separate from additional indirect holdings through other vehicles.

What indirect TLS shareholdings does John B. Wood report in this Form 4?

He reports two categories of indirect holdings. One is through a 401(k) plan holding 196,893.3900 shares of common stock, and another is through an LLC holding 1,402,018.0000 shares of TELOS CORP common stock.

Do the new TLS RSU awards to John B. Wood involve cash transactions?

No cash price per share is shown for the RSU grants. Both the 362,734 restricted share units and the 544,101 performance-based RSUs are recorded at a transaction price of $0.0000 per share, indicating equity compensation rather than open-market purchases.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/27/2026 - 06:14 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Wood John B

(Last) (First) (Middle)

C/O TELOS CORPORATION

19886 ASHBURN ROAD

(Street)

ASHBURN VIRGINIA 20147

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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

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

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

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	05/26/2026		A		362,734(1)	A	$0	5,578,962	D
Common Stock								1,402,018	I	By LLC
Common Stock								196,893.39	I	By 401(k) 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
Performance-Based RSUs	(2)	05/26/2026		A		544,101		(2)	05/31/2029	Common Stock	544,101	$0	544,101	D

Explanation of Responses:

1. These shares of common stock represent restricted share units granted pursuant to an award agreement between the reporting person and the Issuer and are subject to forfeiture. The restricted share units awarded will vest and be settled in shares of Issuer common stock in installments as follows: (1) one-third will vest on May 26, 2027; (2) one-third will vest on May 26, 2028; and (3) one-third will vest on May 26, 2029.

2. Each performance-based RSU presents a contingent right to receive one share of Issuer common stock. The performance-based RSUs vest upon the Issuer's common stock achieving a certain Total Shareholder Return relative to certain of the Issuer's peers during the performance period of June 1, 2026 through May 31, 2029.

Remarks:

	/s/ Helen M. Oh, attorney-in-fact	05/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)