STOCK TITAN

Telos (NASDAQ: TLS) VP awarded RSUs and performance-based RSUs

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Hill Donna K. reported acquisition or exercise transactions in this Form 4 filing.

TELOS CORP VP of Human Resources Donna K. Hill reported new equity awards and updated holdings. She received a grant of 33,001 restricted share units that will vest in three equal installments on May 26, 2027, May 26, 2028, and May 26, 2029, and be settled in common stock if not forfeited.

Hill was also granted 12,942 performance-based RSUs, each representing a contingent right to one share of common stock. These performance-based RSUs vest only if Telos’ common stock reaches specified Total Shareholder Return levels versus selected peers during the performance period from June 1, 2026 through May 31, 2029. After these awards, she holds 133,320 shares directly and 8,813.99 shares indirectly through a 401(k) plan.

Positive

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Insider Hill Donna K.
Role VP, Human Resources
Type Security Shares Price Value
Grant/Award Performance-Based RSUs 12,942 $0.00 $0.00
Grant/Award Common Stock 33,001 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Performance-Based RSUs — 12,942 shares (Direct); Common Stock — 133,320 shares (Direct); Common Stock — 8,813.99 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.
RSU grant 33,001 units Restricted share units vesting 2027–2029
Performance-based RSUs 12,942 units Contingent on TSR vs peers, 2026-06-01 to 2029-05-31
Direct common stock holdings 133,320 shares Total Telos common shares held directly after grants
401(k) holdings 8,813.99 shares Telos common stock held indirectly via 401(k)
RSU vesting dates May 26, 2027; 2028; 2029 Three equal RSU installments
Performance RSU expiration May 31, 2029 Expiration date for 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 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.
401(k) financial
"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 did Telos (TLS) VP Donna K. Hill receive in this Form 4 filing?

Donna K. Hill received equity compensation awards, not open-market trades. She was granted 33,001 restricted share units and 12,942 performance-based RSUs, both tied to Telos common stock and subject to vesting and forfeiture conditions over several future years.

How many restricted share units were granted to the Telos (TLS) VP and how do they vest?

She was granted 33,001 restricted share units. These RSUs vest in three equal installments: one-third on May 26, 2027, one-third on May 26, 2028, and one-third on May 26, 2029, after which they settle in Telos common stock if not forfeited.

What are the performance-based RSUs reported for Telos (TLS) VP Donna K. Hill?

She received 12,942 performance-based RSUs, each tied to one Telos share. These units vest only if Telos’ Total Shareholder Return versus designated peers meets specified thresholds during the performance period from June 1, 2026 through May 31, 2029.

What are Donna K. Hill’s Telos (TLS) share holdings after these equity awards?

After these awards, Donna K. Hill holds 133,320 Telos common shares directly. She also has 8,813.99 Telos common shares held indirectly in a 401(k) plan, reflecting her total reported ownership position following the reported Form 4 transactions.

Were there any Telos (TLS) insider stock sales or purchases in this Form 4?

The Form 4 shows compensation-related grants, not market trades. It reports awards of 33,001 restricted share units and 12,942 performance-based RSUs to the Telos VP, with no open-market buying or selling of Telos common stock disclosed in the filing.

What performance period applies to the Telos (TLS) performance-based RSUs?

The performance-based RSUs use a performance period from June 1, 2026 through May 31, 2029. Vesting depends on Telos’ Total Shareholder Return performance relative to selected peers over that specific three-year interval, as described in the Form 4 footnotes.
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*
Hill Donna K.

(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, Human Resources
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 Stock05/26/2026A33,001(1)A$0133,320D
Common Stock8,813.99IHeld 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)05/26/2026A12,942 (2)05/31/2029Common Stock12,942$012,942D
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)