TLS officer holds 97,337.091 shares after RSU settlement

Rhea-AI Filing Summary

Telos Corp (TLS) disclosed an officer’s equity transactions. On 10/20/2025, the VP & Chief Info Tech Officer settled 9,475 performance-based RSUs into common stock (Code M), and 4,196 shares were withheld to cover taxes at $7.10 per share (Code F). The officer also acquired 4,464 shares at $0 upon vesting (Code A).

The RSUs vested once Telos’ stock traded at or above $6.00 for 50 consecutive calendar days on the NASDAQ Global Market. Following the transactions, the officer directly holds 97,337.091 shares and indirectly holds 10,035.26 shares in a 401(k).

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

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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^*

Cooke Malcolm G.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Chief Info Tech Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2025

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	10/20/2025		A		4,464(1)	A	$0	92,058.091	D
Common Stock	10/20/2025		M		9,475	A	(2)	101,533.091	D
Common Stock	10/20/2025		F		4,196(3)	D	$7.1	97,337.091	D
Common Stock								10,035.26	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
Performance-Based RSUs	(2)	10/20/2025		M			9,475	(2)	12/31/2026	Common Stock	9,475	(2)	42,638	D

Explanation of Responses:

1. The reporting person acquired these shares upon the vesting of certain performance share units.

2. Each performance-based RSU presents a contingent right to receive one share of Telos common stock. These performance-based RSUs vested and settled in shares of Telos common stock once Telos' common stock traded at or above $6.00 per share for 50 consecutive calendar days on the NASDAQ Global Market.

3. Telos withheld 4,196 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	10/21/2025
	** 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 (TLS) report in this Form 4?

An officer settled 9,475 performance-based RSUs into common stock on 10/20/2025, with 4,196 shares withheld for taxes, and acquired 4,464 shares upon vesting.

What triggered the RSU vesting for TLS?

RSUs vested once Telos’ stock traded at or above $6.00 for 50 consecutive calendar days on the NASDAQ Global Market.

How many TLS shares were withheld for taxes and at what price?

The company withheld 4,196 shares at $7.10 per share to satisfy tax obligations.

How many TLS shares does the officer hold after these transactions?

Direct holdings are 97,337.091 shares; indirect holdings are 10,035.26 shares in a 401(k).

Did the officer sell any TLS shares to a third party?

No. The filing states no third-party sales; shares were withheld by the company for taxes.

What is the officer’s role at Telos (TLS)?

The reporting person is an Officer, serving as VP, Chief Info Tech Officer.

What were the transaction codes used in the Form 4?

Codes used were M (derivative-to-share settlement), F (tax withholding), and A (acquisition on vesting).