Telos (TLS) CFO Bendza logs 109,703-share grant and 49,477-share tax withholding

Rhea-AI Filing Summary

Telos Corp EVP and CFO Gary Mark Bendza reported compensation-related stock transactions. On March 18, 2026, he received a grant or award of 109,703 shares of Telos common stock at $0.00 per share, increasing his direct holdings to 1,011,027 shares.

On March 19, 2026, Telos withheld 49,477 shares of common stock at $4.27 per share to cover his tax withholding obligation from the vesting of restricted stock units. A footnote clarifies that no shares were sold to any third party as part of this tax-withholding disposition.

After these transactions, Bendza directly held 961,550 shares and indirectly held 10,721.58 shares through a 401(k) plan, indicating these are routine equity compensation and tax events rather than open-market trading.

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^*

Bendza Gary Mark

(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)
	EVP, CFO

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		109,703	A	$0	1,011,027	D
Common Stock	03/19/2026		F		49,477(1)	D	$4.27	961,550	D
Common Stock								10,721.58	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. Telos withheld 49,477 shares of its common stock to satisfy the reporting person's tax withholding obligation resulting from the vesting of restricted 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	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 did Telos (TLS) EVP and CFO Gary Mark Bendza report in this Form 4?

Gary Mark Bendza reported equity compensation and related tax withholding transactions. He received a grant of 109,703 Telos common shares and had 49,477 shares withheld to satisfy taxes from restricted stock unit vesting, with no shares sold to third parties.

How many Telos (TLS) shares did the CFO receive as a grant or award?

He received a grant or award of 109,703 shares of Telos common stock at $0.00 per share. This increased his direct ownership to 1,011,027 shares immediately after the grant was recorded on March 18, 2026, before subsequent tax withholding.

Were any Telos (TLS) shares sold on the open market in this Form 4?

No open-market sales occurred. A footnote states Telos withheld 49,477 common shares solely to cover the CFO’s tax withholding obligation from restricted stock unit vesting, and confirms that no shares were sold to any third party in this transaction.

How many Telos (TLS) shares were withheld for taxes from the CFO’s RSU vesting?

Telos withheld 49,477 shares of its common stock at $4.27 per share. The footnote explains this was to satisfy Gary Mark Bendza’s tax withholding obligation resulting from restricted stock units vesting, rather than a discretionary sale into the market.

What are Gary Mark Bendza’s Telos (TLS) shareholdings after these transactions?

After the reported transactions, he directly held 961,550 Telos common shares. In addition, he indirectly held 10,721.58 shares through a 401(k) plan, reflecting both his compensation-related grant and the tax withholding adjustment disclosed in the Form 4.

What does the indirect Telos (TLS) holding in the CFO’s 401(k) represent?

The Form 4 shows an indirect holding of 10,721.58 shares of Telos common stock held by a 401(k) plan. This entry reflects retirement-plan ownership, separate from his direct holdings, and is classified as indirect ownership rather than a new market transaction.