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TLS insider update: RSU vesting, $7.1 tax withholding noted

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Telos (TLS) reported insider equity activity by an officer (EVP, CFO) on 10/20/2025. The filing shows 114,663 shares of common stock acquired at $0 upon vesting of performance stock units and 243,362 performance‑based RSUs that vested and settled into common stock after the stock traded at or above $6.00 for 50 consecutive days.

To satisfy taxes, 161,471 shares were withheld at $7.1; the filing notes no shares were sold to a third party as part of this transaction. Following these events, the officer held 937,574 shares directly and 8,482.77 shares indirectly via a 401(k) plan.

Positive

  • None.

Negative

  • None.
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*
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)
10/20/2025
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 10/20/2025 A 114,663(1) A $0 855,683 D
Common Stock 10/20/2025 M 243,362 A (2) 1,099,045 D
Common Stock 10/20/2025 F 161,471(3) D $7.1 937,574 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
Performance-Based RSUs (2) 10/20/2025 M 243,362 (2) 12/31/2026 Common Stock 243,362 (2) 1,095,127 D
Explanation of Responses:
1. The reporting person acquired these shares upon the vesting of certain performance stock units.
2. Each performance-based RSU presents a contingent right to receive one share of Telos common stock. These performance-based RSUs vested and settled in shares of Telos common stock once Telos' common stock traded at or above $6.00 per share for 50 consecutive calendar days on the NASDAQ Global Market.
3. Telos withheld 161,471 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 10/21/2025
** 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.
Telos Corp

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407.86M
52.39M
28.38%
59.13%
2.38%
Software - Infrastructure
Services-computer Integrated Systems Design
Link
United States
ASHBURN