Telos Corp (TLS) director discloses $6.02 weighted-average share sale

Rhea-AI Filing Summary

Telos Corp reported that a director changed their beneficial ownership of common stock over two days in December 2025. On December 11, 2025, an indirectly held trust reduced its holdings by 35,000 shares at a reported price of $0, leaving 995,957 shares indirectly owned. On December 12, 2025, the same trust transferred another 25,000 shares at $0, bringing its indirect holdings to 970,957 shares.

Also on December 12, 2025, the trust sold 22,239 shares at a weighted average price of $6.02, with individual trades between $5.89 and $6.35, and then held 948,718 shares indirectly. Additional positions disclosed include 181,498 shares held indirectly through River Farm Investments, LLC, 250,000 shares held indirectly through FDS New River Farm 2017 Irrevocable Trust, and 216,818 shares held directly.

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

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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^*

Schaufeld Fredrick

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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	12/11/2025		G		35,000	D	$0	995,957	I	By Fredrick D. Schaufeld Rev Trust
Common Stock	12/12/2025		G		25,000	D	$0	970,957	I	By Fredrick D. Schaufeld Rev Trust
Common Stock	12/12/2025		S		22,239	D	$6.02(1)	948,718	I	By Fredrick D. Schaufeld Rev Trust
Common Stock								181,498	I	River Farm Investments, LLC
Common Stock								250,000	I	By FDS New River Farm 2017 Irrevocable Trust
Common Stock								216,818	D

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 price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $5.89 to $6.35, inclusive. The reporting person undertakes to provide Telos Corporation, any security holder of Telos Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in these footnotes.

Remarks:

	/s/ Helen M. Oh, attorney-in-fact	12/12/2025
	** 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.

FAQ

What insider transactions in Telos Corp (TLS) stock were reported in this filing?

The filing reports several changes in Telos Corp common stock. An indirectly held trust reduced its position by 35,000 shares on December 11, 2025 at a reported price of $0, and by 25,000 shares on December 12, 2025 also at $0. On December 12, 2025, the trust also sold 22,239 shares at a reported sales price.

At what price were Telos Corp (TLS) shares sold in the reported insider sale?

The sale of 22,239 Telos Corp shares on December 12, 2025 was reported at a $6.02 weighted average price. The filing states the shares were sold in multiple transactions at prices ranging from $5.89 to $6.35, inclusive.

How many Telos Corp (TLS) shares did the reporting person’s trust own after these transactions?

After the December 12, 2025 transactions, the Fredrick D. Schaufeld Rev Trust was reported to beneficially own 948,718 shares of Telos Corp common stock indirectly.

What other Telos Corp (TLS) holdings related to the reporting person are disclosed?

In addition to the trust, the filing reports 181,498 shares of Telos Corp common stock held indirectly through River Farm Investments, LLC, 250,000 shares held indirectly through the FDS New River Farm 2017 Irrevocable Trust, and 216,818 shares held directly.

What does the weighted average price disclosure mean in this Telos Corp (TLS) insider sale?

The filing explains that the $6.02 price reported for the sale is a weighted average. The 22,239 shares were sold in multiple transactions at individual prices between $5.89 and $6.35. The reporting person undertakes to provide the number of shares sold at each separate price within this range upon request.

What is the relationship of the reporting person to Telos Corp (TLS)?

The filing identifies the reporting person as a director of Telos Corp. The reported holdings include indirect ownership through trusts and an LLC, as well as 216,818 shares held directly.