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Telos (TLS) EVP awarded 106,763 RSUs plus 160,145 performance-based units

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Form Type
4

Rhea-AI Filing Summary

Griffin Mark D reported acquisition or exercise transactions in this Form 4 filing.

Telos Corp executive Mark D. Griffin reported equity awards and updated holdings. He received a grant of 106,763 shares of common stock as restricted share units, which will vest in three equal installments on May 26, 2027, May 26, 2028, and May 26, 2029, subject to forfeiture.

He was also granted 160,145 performance-based RSUs, each representing a contingent right to one share of common stock. These vest based on the company’s Total Shareholder Return versus peers over the period from June 1, 2026 through May 31, 2029. Following these awards, he holds 1,454,253 common shares directly and 21,352.2800 shares indirectly through a 401k plan, plus the 160,145 performance-based RSUs.

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Insider Griffin Mark D
Role EVP, Security Solutions
Type Security Shares Price Value
Grant/Award Performance-Based RSUs 160,145 $0.00 $0.00
Grant/Award Common Stock 106,763 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Performance-Based RSUs — 160,145 shares (Direct); Common Stock — 1,454,253 shares (Direct); Common Stock — 21,352.28 shares (Indirect, By 401k 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.
Restricted share unit grant 106,763 shares Time-based RSUs granted at $0.0000 per share on May 26, 2026
Performance-based RSU grant 160,145 units Each unit convertible into one share, granted at $0.0000 per unit
Direct common stock holdings 1,454,253 shares Total shares of common stock held directly after the awards
Indirect 401k holdings 21,352.2800 shares Common stock held indirectly through a 401k plan
RSU vesting schedule One-third in 2027, 2028, 2029 Restricted share units vest on May 26, 2027, 2028, and 2029
Performance period for PBRSUs June 1, 2026–May 31, 2029 TSR-based performance measurement window for performance-based RSUs
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 RSUs financial
"Each performance-based RSU presents a contingent right to receive one share of Issuer common stock"
Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.
Total Shareholder Return financial
"vest upon the Issuer's common stock 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.
401k Plan financial
"total_shares_following_transaction: 21352.2800, direct_or_indirect: I, nature_of_ownership: By 401k Plan"
A 401(k) plan is an employer-sponsored retirement savings account that lets workers set aside part of their paycheck into investments, often with tax breaks and sometimes with matching contributions from the employer. Think of it as a workplace piggy bank that grows through employee contributions, optional company top-ups, and market returns; it matters to investors because it shapes household retirement security, drives large flows of money into public markets, and affects a company’s compensation costs and ability to attract and keep talent.

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

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FAQ

What equity awards did Telos (TLS) EVP Mark D. Griffin receive?

He received 106,763 restricted share units and 160,145 performance-based RSUs. The restricted units vest in three equal annual tranches, while the performance-based RSUs depend on Telos’ relative Total Shareholder Return over a defined multi-year performance period.

How do Mark D. Griffin’s new restricted share units at Telos (TLS) vest?

The 106,763 restricted share units vest in three equal installments. One-third vests on May 26, 2027, another third on May 26, 2028, and the final third on May 26, 2029, with all units subject to forfeiture conditions.

What are the performance conditions for Telos (TLS) performance-based RSUs?

Each of the 160,145 performance-based RSUs represents a right to one Telos share. They vest only if the company’s Total Shareholder Return meets specified relative performance versus peers during the June 1, 2026 to May 31, 2029 performance period.

How many Telos (TLS) shares does Mark D. Griffin hold after these awards?

After the reported awards, he directly holds 1,454,253 shares of Telos common stock. He also has 21,352.2800 shares indirectly through a 401k plan and 160,145 performance-based RSUs that may convert into shares if vesting conditions are met.

Are Mark D. Griffin’s new Telos (TLS) awards open-market purchases or compensation grants?

The filing shows compensation-related grants, not open-market buying. Both the 106,763 restricted share units and 160,145 performance-based RSUs were awarded at a price of $0.0000 per unit under company award agreements, subject to vesting and forfeiture conditions.

When do Mark D. Griffin’s Telos (TLS) performance-based RSUs expire if unvested?

The performance-based RSUs carry an expiration date of May 31, 2029. They vest only if Total Shareholder Return hurdles are met over the June 1, 2026 to May 31, 2029 period; otherwise, unvested units would lapse at expiration.
SEC Form 4
FORM 4UNITED 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*
Griffin Mark D

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Security Solutions
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/26/2026A106,763(1)A$01,454,253D
Common Stock21,352.28IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-Based RSUs(2)05/26/2026A160,145 (2)05/31/2029Common Stock160,145$0160,145D
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-fact05/27/2026
** Signature of Reporting PersonDate
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)