Telos (TLS) VP Donna Hill gets stock grant; shares withheld for tax

Rhea-AI Filing Summary

Telos Corp VP of Human Resources Donna K. Hill received a grant of 39,243 shares of common stock as compensation. Following the grant, the company withheld 12,210 shares to cover her tax obligations tied to restricted stock unit vesting, rather than selling them in the market. After these transactions, she holds 102,629 shares directly and 8,813.99 shares indirectly through a 401(k) plan.

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^*

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Human Resources

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		39,243	A	$0	114,839	D
Common Stock	03/19/2026		F		12,210(1)	D	$4.27	102,629	D
Common Stock								8,813.99	I	Held 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Telos withheld 12,210 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 insider transactions did Telos (TLS) VP Donna K. Hill report?

Donna K. Hill reported a grant of 39,243 Telos common shares and a withholding of 12,210 shares for taxes. These actions relate to compensation and restricted stock vesting rather than open-market buying or selling activity.

Was there an open-market sale of Telos (TLS) shares in this Form 4?

No open-market sale occurred. Telos withheld 12,210 shares to satisfy Donna K. Hill’s tax withholding obligation on vested restricted stock units, and the footnote states no shares were sold to a third party.

How many Telos (TLS) shares does Donna K. Hill hold after these transactions?

After the reported transactions, Donna K. Hill owns 102,629 Telos common shares directly and 8,813.99 shares indirectly through a 401(k) plan, according to the holdings disclosed in the Form 4.

What does the share grant to Telos (TLS) VP Donna K. Hill represent?

The 39,243-share grant represents a stock-based compensation award. It is classified as a grant or award acquisition, with a reported price of $0.0000 per share, reflecting that it was granted rather than purchased on the open market.

Why did Telos (TLS) withhold 12,210 shares from Donna K. Hill?

Telos withheld 12,210 common shares to cover Donna K. Hill’s tax withholding obligation from the vesting of restricted stock units. This is a standard non-cash method to pay taxes, not a discretionary market sale.

How are the 401(k) holdings for Telos (TLS) reported in this Form 4?

The Form 4 shows an indirect holding entry of 8,813.99 Telos shares described as “Held in 401(k).” This reflects retirement-plan ownership, separate from her 102,629 directly held common shares.