STOCK TITAN

TELOS CORP (TLS) VP Malcolm Cooke receives new RSU and performance-based RSU grants

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cooke Malcolm G. reported acquisition or exercise transactions in this Form 4 filing.

TELOS CORP executive Malcolm G. Cooke received new equity awards in the form of restricted and performance-based stock units. He was granted 52,787 restricted share units of common stock at $0.00 per share, bringing his directly held common stock to 189,466.091 shares after the award. These restricted units are subject to forfeiture and vest in three equal installments on May 26, 2027, May 26, 2028, and May 26, 2029, settling in shares of common stock.

Cooke also received 19,004 performance-based RSUs, each representing a contingent right to one share of common stock, expiring on May 31, 2029. These vest only if the company’s total shareholder return reaches specified levels relative to peers during the performance period from June 1, 2026 through May 31, 2029. In addition, 12,770.350 common shares are held indirectly in his 401(k).

Positive

  • None.

Negative

  • None.
Insider Cooke Malcolm G.
Role VP, Chief Info Tech Officer
Type Security Shares Price Value
Grant/Award Performance-Based RSUs 19,004 $0.00 $0.00
Grant/Award Common Stock 52,787 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Performance-Based RSUs — 19,004 shares (Direct); Common Stock — 189,466.091 shares (Direct); Common Stock — 12,770.35 shares (Indirect, Held in 401(k))
Footnotes (2)
  1. F1. These shares of common stock represent restricted share units granted pursuant to an award agreement between the reporting person and the Issuer and are subject to forfeiture. The restricted share units awarded will vest and be settled in shares of Issuer common stock in installments as follows: (1) one-third will vest on May 26, 2027; (2) one-third will vest on May 26, 2028; and (3) one-third will vest on May 26, 2029.
  2. F2. Each performance-based RSU presents a contingent right to receive one share of Issuer common stock. The performance-based RSUs vest upon the Issuer's common stock achieving a certain Total Shareholder Return relative to certain of the Issuer's peers during the performance period of June 1, 2026 through May 31, 2029.
Restricted share units granted 52,787 units Common stock RSUs granted at $0.00 per unit on May 26, 2026
Performance-based RSUs granted 19,004 units Contingent rights to common stock, performance period June 1, 2026–May 31, 2029
Direct common shares after grant 189,466.091 shares Total TELOS CORP common stock directly held following RSU award
Indirect 401(k) holdings 12,770.350 shares Common stock held indirectly in 401(k) plan
RSU vesting dates May 26, 2027/2028/2029 Three equal installments for 52,787 restricted share units
Performance RSU period June 1, 2026–May 31, 2029 Total Shareholder Return performance measurement window
Performance RSU expiration May 31, 2029 Expiration date for 19,004 performance-based RSUs
restricted share units financial
"These shares of common stock represent restricted share units granted pursuant to an award agreement"
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
performance-based RSU financial
"Each performance-based RSU presents a contingent right to receive one share of Issuer common stock"
Performance-based RSUs are promises to deliver company stock to employees only if the firm or the individual meets preset financial or operational targets; they convert into actual shares when those goals are achieved. For investors, they matter because they link pay to results—shaping management incentives, affecting future share count and earnings reports, and signaling how confident leadership is about hitting measurable milestones (think of a bonus that only pays out if sales or profit goals are reached).
Total Shareholder Return financial
"achieving a certain Total Shareholder Return relative to certain of the Issuer's peers"
Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.
vesting financial
"The restricted share units awarded will vest and be settled in shares of Issuer common stock"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
401(k) financial
"Common Stock ... nature_of_ownership: Held in 401(k)"
A 401(k) is a type of retirement savings plan offered by employers that allows workers to set aside a portion of their paycheck before taxes are taken out. The money saved in a 401(k) can grow over time through investments, helping individuals build funds for their future retirement. It matters to investors because it provides a tax-advantaged way to save and invest for long-term financial security.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider transaction did TLS executive Malcolm G. Cooke report on this Form 4?

Malcolm G. Cooke reported equity awards, not open-market trades. He received 52,787 restricted share units of TELOS CORP common stock and 19,004 performance-based RSUs, both granted at a price of $0.00 per unit as part of his compensation package.

How do the 52,787 restricted share units granted to TLS executive Malcolm G. Cooke vest?

The 52,787 restricted share units vest in three equal installments. One-third vests on May 26, 2027, another third on May 26, 2028, and the final third on May 26, 2029, after which they settle in TELOS CORP common shares.

What performance conditions apply to Malcolm G. Cooke’s 19,004 performance-based RSUs in TLS stock?

Each of the 19,004 performance-based RSUs is a contingent right to one TELOS CORP share. They vest only if the company’s total shareholder return meets specified levels versus peers during the June 1, 2026 to May 31, 2029 performance period.

What are Malcolm G. Cooke’s holdings after the reported TLS equity awards?

Following the grant, Malcolm G. Cooke directly holds 189,466.091 shares of TELOS CORP common stock. He also has an indirect position of 12,770.350 common shares held in his 401(k) account, plus 19,004 performance-based RSUs tied to future performance conditions.

Are Malcolm G. Cooke’s newly granted TLS restricted share units subject to forfeiture?

Yes. The filing states the 52,787 restricted share units are subject to forfeiture. They only vest and settle into TELOS CORP common shares over three annual installments from 2027 through 2029, assuming applicable vesting conditions continue to be satisfied.
SEC Form 4
FORM 4UNITED 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*
Cooke Malcolm G.

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
VP, Chief Info Tech Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/26/2026A52,787(1)A$0189,466.091D
Common Stock12,770.35IHeld in 401(k)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-Based RSUs(2)05/26/2026A19,004 (2)05/31/2029Common Stock19,004$019,004D
Explanation of Responses:
1. These shares of common stock represent restricted share units granted pursuant to an award agreement between the reporting person and the Issuer and are subject to forfeiture. The restricted share units awarded will vest and be settled in shares of Issuer common stock in installments as follows: (1) one-third will vest on May 26, 2027; (2) one-third will vest on May 26, 2028; and (3) one-third will vest on May 26, 2029.
2. Each performance-based RSU presents a contingent right to receive one share of Issuer common stock. The performance-based RSUs vest upon the Issuer's common stock achieving a certain Total Shareholder Return relative to certain of the Issuer's peers during the performance period of June 1, 2026 through May 31, 2029.
Remarks:
/s/ Helen M. Oh, attorney-in-fact05/27/2026
** Signature of Reporting PersonDate
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)