Telos (TLS) CFO Bendza granted restricted stock and 185,216 performance RSUs

Rhea-AI Filing Summary

Bendza Gary Mark reported acquisition or exercise transactions in this Form 4 filing.

TELOS CORP EVP and CFO Gary Mark Bendza reported new equity awards and updated his holdings. He received a grant of 123,477 shares of common stock as restricted share units at a price of $0.00 per share, increasing his direct common stock holdings to 987,008 shares.

He was also granted 185,216 performance-based restricted stock units, each representing a contingent right to one share of common stock, with these units vesting based on Total Shareholder Return performance during the period from June 1, 2026 through May 31, 2029. In addition, he reported 10,721.580 shares of common stock held indirectly through a 401k plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Bendza Gary Mark

Role EVP, CFO

Type	Security	Shares	Price	Value
Grant/Award	Performance-Based RSUs	185,216	$0.00	--
Grant/Award	Common Stock	123,477	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance-Based RSUs — 185,216 shares (Direct, null); Common Stock — 987,008 shares (Direct, null); Common Stock — 10,721.58 shares (Indirect, By 401k plan)

Footnotes (1)

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. 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.

Key Figures

Restricted share unit grant: 123,477 shares at $0.00 Performance-based RSU grant: 185,216 RSUs Direct common stock holdings: 987,008 shares +4 more

7 metrics

Restricted share unit grant 123,477 shares at $0.00 Common stock RSUs granted on May 26, 2026

Performance-based RSU grant 185,216 RSUs Contingent on TSR performance through May 31, 2029

Direct common stock holdings 987,008 shares Common stock held directly after transactions

401k plan holdings 10,721.580 shares Common stock held indirectly via 401k plan

Performance period June 1, 2026 to May 31, 2029 TSR performance window for performance-based RSUs

RSU vesting dates May 26, 2027/2028/2029 One-third of time-based RSUs vest each date

Performance RSU expiration May 31, 2029 Expiration date of performance-based RSUs

Key Terms

restricted share units, Performance-Based RSUs, Total Shareholder Return, 401k plan

4 terms

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 RSUs financial

"Each performance-based RSU presents a contingent right to receive one share of Issuer common stock"

Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.

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.

401k plan financial

"direct_or_indirect": "I", "nature_of_ownership": "By 401k plan""

A 401(k) plan is an employer-sponsored retirement savings account that lets workers set aside part of their paycheck into investments, often with tax breaks and sometimes with matching contributions from the employer. Think of it as a workplace piggy bank that grows through employee contributions, optional company top-ups, and market returns; it matters to investors because it shapes household retirement security, drives large flows of money into public markets, and affects a company’s compensation costs and ability to attract and keep talent.

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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^*

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)
05/26/2026

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	05/26/2026		A		123,477(1)	A	$0	987,008	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
Performance-Based RSUs	(2)	05/26/2026		A		185,216		(2)	05/31/2029	Common Stock	185,216	$0	185,216	D

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-fact	05/27/2026
	** 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 equity awards did TLS EVP and CFO Gary Bendza receive?

Gary Bendza received 123,477 restricted share units of TELOS CORP common stock at $0.00 per share, plus 185,216 performance-based RSUs. These awards increase his equity exposure and are subject to specified vesting and performance conditions over several future years.

How many TELOS CORP shares does Gary Bendza hold after this Form 4?

After the reported transactions, Gary Bendza directly holds 987,008 shares of TELOS CORP common stock and 185,216 performance-based RSUs. He also indirectly holds 10,721.580 common shares through a 401k plan, reflecting both direct ownership and retirement-plan holdings.

When do Gary Bendza’s TELOS CORP restricted share units vest?

The restricted share units vest in three equal installments: one-third on May 26, 2027, one-third on May 26, 2028, and one-third on May 26, 2029. Each installment is settled in TELOS CORP common stock, assuming the units are not forfeited before vesting.

What conditions apply to TLS performance-based RSUs granted to Gary Bendza?

Each performance-based RSU represents a contingent right to one TELOS CORP common share. These units vest only if the company’s common stock achieves a specified Total Shareholder Return relative to peers during the performance period from June 1, 2026 through May 31, 2029.

Are the TELOS CORP awards to Gary Bendza open-market purchases or compensation grants?

The reported acquisitions are compensation-related grants, not open-market purchases. They are coded as awards of restricted share units and performance-based RSUs at $0.00 per share, granted under award agreements rather than bought on the stock market.

How long do Gary Bendza’s performance-based RSUs on TLS stock remain outstanding?

The performance-based RSUs have an expiration date of May 31, 2029. They may vest earlier if Total Shareholder Return conditions are met during the June 1, 2026 to May 31, 2029 performance period; otherwise, they expire unvested after that date.