Telos Corp (TLS) officer awarded stock; 12,587 shares withheld for taxes

Rhea-AI Filing Summary

Telos Corp’s Controller and Chief Accounting Officer Donald Joseph Terreri reported stock-based compensation activity involving company common stock. On 2026-03-18, he received a grant of 24,973 shares of common stock at $0.0000 per share, increasing his direct holdings.

On 2026-03-19, Telos withheld 12,587 shares at $4.27 per share to satisfy his tax withholding obligation from the vesting of restricted share units, and no shares were sold to a third party. After these transactions, he directly owns 21,577 shares and indirectly holds 923.96 shares in a 401(k) account.

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^*

Terreri Donald Joseph

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Controller, Chief Acct Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/18/2026		A		24,973	A	$0	34,164	D
Common Stock	03/19/2026		F		12,587(1)	D	$4.27	21,577	D
Common Stock								923.96	I	Held in 401K

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. Telos withheld 12,587 shares of its common stock to satisfy the reporting person's tax withholding obligation resulting from the vesting of restricted share 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	03/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Telos Corp (TLS) report for Donald Joseph Terreri?

Telos reported that Donald Joseph Terreri received a grant of 24,973 common shares and had 12,587 shares withheld for taxes. These transactions reflect stock-based compensation and related tax settlement rather than any open-market share purchases or sales.

Did Telos Corp’s officer sell any shares in this Form 4 filing?

No, the filing states Terreri did not sell any Telos shares to a third party. Instead, 12,587 shares were withheld by Telos to cover tax obligations arising from restricted share unit vesting, a non-market tax-withholding disposition.

How many Telos Corp shares were granted to Donald Terreri in this Form 4?

The Form 4 shows a grant of 24,973 Telos common shares to Donald Terreri at a price of $0.0000 per share. This represents stock-based compensation recorded as a grant or award acquisition on March 18, 2026.

What is the purpose of the 12,587 Telos shares disposed of in the filing?

The 12,587 Telos shares were withheld by the company to satisfy Terreri’s tax withholding obligation from restricted share unit vesting. This F-code transaction is described as a payment of tax liability by delivering securities, not as a market sale.

What are Donald Terreri’s Telos share holdings after these reported transactions?

Following the reported grant and tax withholding, Terreri directly owns 21,577 Telos common shares. In addition, the filing reports an indirect holding of 923.96 common shares held in a 401(k) account, reflecting retirement-plan ownership.

What do the A and F transaction codes mean in the Telos Form 4?

The A code indicates a grant, award, or other acquisition of 24,973 Telos shares as compensation. The F code indicates 12,587 shares were used to pay tax obligations by delivering securities, classified as a tax-withholding disposition, not an open-market sale.