Telos Corp (TLS) CEO details stock vesting and tax withholding

Rhea-AI Filing Summary

Telos Corp’s Chairman and CEO John B. Wood reported performance-based share vesting and related tax withholding. On February 2, 2026, he acquired 967,256 shares of common stock at $0 upon vesting of performance share units. On the same date, Telos withheld 437,581 shares at $5.53 per share to cover his tax obligations, and no shares were sold to a third party. After these transactions, he directly owned 5,098,713 shares, with additional indirect holdings of 1,402,018 shares through an LLC and 193,970.5 shares 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^*

Wood John B

(Last) (First) (Middle)

C/O TELOS CORPORATION

19886 ASHBURN ROAD

(Street)

ASHBURN VA 20147

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TELOS CORP [ TLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/02/2026		A		967,256(1)	A	$0	5,536,294	D
Common Stock	02/02/2026		F		437,581(2)	D	$5.53	5,098,713	D
Common Stock								1,402,018	I	By LLC
Common Stock								193,970.5	I	By 401(k) 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. The reporting person acquired these shares upon the vesting of certain performance share units.

2. Telos withheld 437,581 shares of its common stock to satisfy the reporting person's tax withholding obligation resulting from the vesting of the performance 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	02/04/2026
	** 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.

FAQ

What did Telos Corp (TLS) CEO John B. Wood report in this Form 4?

John B. Wood reported vesting of performance share units and related tax withholding. He acquired 967,256 Telos common shares at $0 and had 437,581 shares withheld at $5.53 to satisfy tax obligations, with no shares sold to a third party.

Did Telos Corp (TLS) CEO John B. Wood sell any shares in this filing?

He did not sell shares to the market. Telos withheld 437,581 common shares at $5.53 solely to cover his tax withholding from vested performance stock units, and the filing states no Telos shares were sold to a third party in this transaction.

How many Telos Corp (TLS) shares does John B. Wood own directly after this transaction?

After the reported transactions, John B. Wood directly owns 5,098,713 shares of Telos common stock. This total reflects both the 967,256 shares acquired through performance share unit vesting and the 437,581 shares withheld by Telos to satisfy his tax obligations.

What indirect Telos Corp (TLS) holdings does John B. Wood report?

He reports two categories of indirect ownership. An LLC holds 1,402,018 Telos common shares, and his 401(k) plan holds 193,970.5 shares. These positions are listed as indirect beneficial ownership, separate from the 5,098,713 shares he owns directly.

What is the significance of transaction codes A and F in this Telos (TLS) Form 4?

Code A represents the acquisition of 967,256 Telos shares at $0 from vesting performance share units. Code F covers 437,581 shares withheld at $5.53 to pay taxes arising from that vesting. The filing clarifies these withheld shares were not sold to outside buyers.

On what date did the reported Telos Corp (TLS) transactions for John B. Wood occur?

Both the acquisition and tax withholding transactions occurred on February 2, 2026. That date applies to the 967,256 Telos shares acquired through performance share unit vesting and the 437,581 shares withheld by Telos to satisfy his associated tax withholding obligation.