TLS insider update: 136,230 RSUs convert; tax withholding 98,305

Rhea-AI Filing Summary

Telos Corp (TLS) reported an insider equity change by its EVP and General Counsel on 10/20/2025. The executive acquired 64,187 shares of common stock at $0 upon vesting of performance stock units and converted 136,230 performance-based RSUs into common shares (transaction code M).

To cover taxes from the vesting, Telos withheld 98,305 shares at a reference price of $7.10 (transaction code F); no shares were sold to a third party as part of this transaction. Following these moves, the executive directly beneficially owned 532,557 shares, with an additional 12,422.05 shares held indirectly through a 401(k) plan.

The filing notes the performance-based RSUs vested once Telos’ stock traded at or above $6.00 for 50 consecutive calendar days on the NASDAQ Global Market.

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^*

Robbins Edward Hutchinson Jr.

(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, General Counsel

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		64,187(1)	A	$0	494,632	D
Common Stock	10/20/2025		M		136,230	A	(2)	630,862	D
Common Stock	10/20/2025		F		98,305(3)	D	$7.1	532,557	D
Common Stock								12,422.05	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			136,230	(2)	12/31/2026	Common Stock	136,230	(2)	613,035	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 98,305 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).
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FAQ

What did Telos (TLS) disclose in this Form 4?

An executive acquired shares via vesting and RSU conversion on 10/20/2025, with shares withheld for taxes and updated beneficial ownership reported.

How many Telos (TLS) shares were acquired through vesting and conversion?

The executive acquired 64,187 shares upon vesting and converted 136,230 performance-based RSUs into common stock.

Were any Telos (TLS) shares sold to the market?

No. 98,305 shares were withheld by Telos to satisfy tax obligations; no third-party sale occurred.

What is the executive’s Telos (TLS) ownership after the transactions?

Direct beneficial ownership is 532,557 shares, plus 12,422.05 shares indirectly via a 401(k) plan.

What performance condition triggered the RSU vesting at Telos (TLS)?

RSUs vested once the stock traded at or above $6.00 for 50 consecutive calendar days on NASDAQ.

What prices were referenced in the transactions?

Shares acquired upon vesting were at $0; tax withholding used a reference price of $7.10.