TLS CEO equity update: RSU vesting and tax share withholding

Rhea-AI Filing Summary

Telos Corp (TLS) reported insider equity activity by its Chairman and CEO on 10/20/2025. Performance-based RSUs vested after the stock traded at or above $6.00 for 50 consecutive days, resulting in the conversion of 660,925 RSUs and the acquisition of 229,616 shares. To cover taxes, 401,635 shares were withheld at $7.10 per share.

Following these transactions, the executive directly owned 4,569,038 shares, plus 1,702,018 held indirectly via an LLC and 193,970.5 via a 401(k) plan. The filing also corrects an 8/12/2024 report by reclassifying certain shares as indirectly held by the LLC.

Insider Trade Summary

660,925 shares exercised/converted

Mixed 6 txns

Insider Wood John B

Role Chairman and CEO

Type	Security	Shares	Price	Value
Exercise	Performance-Based RSUs	660,925	$0.00	--
Grant/Award	Common Stock	229,616	$0.00	--
Exercise	Common Stock	660,925	$0.00	--
Tax Withholding	Common Stock	401,635	$7.10	$2.85M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance-Based RSUs — 2,974,164 shares (Direct); Common Stock — 4,309,748 shares (Direct); Common Stock — 1,702,018 shares (Indirect, By LLC)

Footnotes (1)

1. The reporting person acquired these shares upon the vesting of certain performance stock units. 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. Telos withheld 401,635 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. On August 12, 2024, it was erroneously reported that 158,644 shares were purchased and directly held by the reporting person. Those shares were actually purchased and held indirectly by JJJJJV, LLC, a limited liability company of which the reporting person is the manager and of which the reporting person and his spouse are the only members. The amounts reported correct amounts owned directly by the reporting person and indirectly by the JJJJJV, LLC, respectively as of the date of this report.

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
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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^*

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)
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		229,616(1)	A	$0	4,309,748	D
Common Stock	10/20/2025		M		660,925	A	(2)	4,970,673	D
Common Stock	10/20/2025		F		401,635(3)	D	$7.1	4,569,038(4)	D
Common Stock								1,702,018(4)	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
Performance-Based RSUs	(2)	10/20/2025		M			660,925	(2)	12/31/2026	Common Stock	(2)	$0	2,974,164	D

Explanation of Responses:

1. The reporting person acquired these shares upon the vesting of certain performance stock 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 401,635 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.

4. On August 12, 2024, it was erroneously reported that 158,644 shares were purchased and directly held by the reporting person. Those shares were actually purchased and held indirectly by JJJJJV, LLC, a limited liability company of which the reporting person is the manager and of which the reporting person and his spouse are the only members. The amounts reported correct amounts owned directly by the reporting person and indirectly by the JJJJJV, LLC, respectively as of the date of this report.

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.
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FAQ

What insider transaction did Telos (TLS) report?

On 10/20/2025, the CEO had performance-based RSUs vest and convert, acquired 229,616 shares, and had 401,635 shares withheld for taxes.

How many Telos (TLS) RSUs vested and converted to shares?

660,925 performance-based RSUs vested and settled in Telos common stock.

What triggered the Telos (TLS) performance RSU vesting?

Vesting occurred after Telos’ stock traded at or above $6.00 for 50 consecutive days on the NASDAQ Global Market.

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

The company withheld 401,635 shares at $7.10 per share to satisfy tax obligations.

What are the CEO’s Telos (TLS) holdings after the transactions?

Direct: 4,569,038 shares; Indirect via LLC: 1,702,018; 401(k): 193,970.5 shares.

Did the Telos (TLS) filing include a correction to prior reports?

Yes. It corrects an 8/12/2024 report by reclassifying certain shares as indirectly held by an LLC.