Telos (TLS) EVP receives stock from PSU vesting, shares withheld for tax

Rhea-AI Filing Summary

Telos Corporation executive Mark D. Griffin, EVP of Security Solutions, reported stock transactions on February 2, 2026. He acquired 379,920 shares of common stock at $0 upon vesting of performance share units. To cover related tax withholding, Telos withheld 172,756 shares at $5.53 per share, and no shares were sold to a third party.

After these transactions, Griffin directly beneficially owned 1,362,157 shares of Telos common stock and indirectly held 17,869.69 shares through a 401(k) plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Griffin Mark D

Role EVP, Security Solutions

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	379,920	$0.00	--
Tax Withholding	Common Stock	172,756	$5.53	$955K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,534,913 shares (Direct); Common Stock — 17,869.69 shares (Indirect, By 401k Plan)

Footnotes (1)

1. The reporting person acquired these shares upon the vesting of certain performance share units. Telos withheld 172,756 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Griffin Mark D

(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, Security Solutions

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		A		379,920(1)	A	$0	1,534,913	D
Common Stock	02/02/2026		F		172,756(2)	D	$5.53	1,362,157	D
Common Stock								17,869.69	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

Explanation of Responses:

1. The reporting person acquired these shares upon the vesting of certain performance share units.

2. Telos withheld 172,756 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	02/04/2026
	** 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.

FAQ

What insider transaction did Telos (TLS) report for Mark D. Griffin?

Telos reported that EVP Mark D. Griffin acquired 379,920 Telos common shares at $0 when performance share units vested. The company simultaneously withheld 172,756 shares at $5.53 to satisfy his tax obligations tied to that vesting event, with no sale to outside buyers.

Did the Telos (TLS) executive sell any shares in this Form 4 filing?

The Telos filing states that Mark D. Griffin did not sell any shares to a third party. Instead, Telos withheld 172,756 common shares at $5.53 solely to satisfy his tax withholding obligation from the vesting of performance stock units, an internal, non-market transaction.

How many Telos (TLS) shares does Mark D. Griffin own after the reported transactions?

Following the February 2, 2026 transactions, Mark D. Griffin directly beneficially owned 1,362,157 Telos common shares. He also indirectly held 17,869.69 additional Telos shares through a 401(k) plan, as disclosed in the Form 4 holding information section for non-derivative securities.

What caused the share acquisition for the Telos (TLS) EVP in this Form 4?

The share acquisition resulted from the vesting of certain performance share units granted to Mark D. Griffin. Upon vesting, he received 379,920 common shares at $0, reflecting earned equity compensation based on previously established performance conditions described as performance stock units.

What does the tax withholding transaction mean in the Telos (TLS) insider filing?

Telos withheld 172,756 common shares at $5.53 from Mark D. Griffin to cover his tax withholding obligation arising from the vesting of performance stock units. This withholding reduces shares delivered but is not a market sale, as confirmed in the filing’s explanatory footnote.