TLS Form 4: Controller Receives 9,191 Restricted Share Units

Rhea-AI Filing Summary

Donald Joseph Terreri, Controller and Chief Accounting Officer of Telos Corporation (TLS), reported a non‑derivative award of 9,191 restricted share units (RSUs) on 08/14/2025. The RSUs were granted at a $0 purchase price and are subject to forfeiture until vested. The award will be settled in shares of Telos common stock in three equal installments: one‑third vesting on 08/14/2026, one‑third on 08/14/2027, and one‑third on 08/14/2028. Following the reported transaction, Mr. Terreri beneficially owns 9,191 shares (direct). The Form 4 was submitted on 08/15/2025 and signed by an attorney‑in‑fact.

Positive

• Equity alignment: Granting RSUs aligns the reporting persons compensation with shareholder value by tying reward to future share performance.
• Retention design: The three‑year, one‑third annual vesting schedule promotes multi‑year retention of the executive.

Negative

• Potential dilution: RSUs are to be settled in common stock, which will increase shares outstanding when vested.
• Forfeiture risk: The award is subject to forfeiture until vested, so the executive must remain employed and meet conditions to realize value.

Insights

Financial Analyst

TL;DR: Routine executive equity compensation aligns executive pay with shareholder value but has limited immediate market impact.

The 9,191 RSU award to the companys Controller represents standard long‑term incentive compensation designed to retain management and link pay to future stock performance. The award vests over three years in equal tranches, which promotes multi‑year retention. Because the RSUs vest and will be settled in common stock, they will increase shares outstanding when settled, but the absolute size is modest relative to a public company's typical share base. No cash consideration was paid and no derivative transactions were reported. Overall, this is a routine disclosure with minimal near‑term financial impact based solely on the information provided.

Corporate Governance Expert

TL;DR: Vesting schedule and forfeiture conditions reflect customary governance practices for executive awards.

The awards one‑third annual vesting over three years and forfeiture provisions are consistent with common governance practices to align executive incentives with long‑term performance and retention. The filing clearly states direct beneficial ownership and the nature of the award as restricted share units to be settled in shares, which provides transparency required by Section 16 reporting. There are no disclosures here of accelerated vesting, transfers, or related party arrangements. From a governance perspective, the disclosure is complete for this transaction and routine in nature.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Terreri Donald Joseph

Role Controller, Chief Acct Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	9,191	$0.00	--

Holdings After Transaction: Common Stock — 9,191 shares (Direct)

Footnotes (1)

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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
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^*

Terreri Donald Joseph

(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)
	Controller, Chief Acct Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		A		9,191(1)	A	$0	9,191	D

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. 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 August 14, 2026; (2) one-third will vest on August 14, 2027; and (3) one-third will vest on August 14, 2028.

Remarks:

	/s/ Helen M. Oh, attorney-in-fact	08/15/2025
	** 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 TLS insider Donald Terreri report on Form 4?

The Form 4 reports a grant of 9,191 restricted share units (RSUs) to Donald Joseph Terreri on 08/14/2025, with no cash price reported ($0).

When do the RSUs granted to the TLS executive vest?

The RSUs vest in three equal installments: 08/14/2026, 08/14/2027, and 08/14/2028.

How many shares does Donald Terreri beneficially own after the reported transaction?

Following the reported transaction, Mr. Terreri beneficially owns 9,191 shares (direct ownership) as reported on the Form 4.

Will the RSUs increase Telos shares outstanding?

Yes. The RSUs are to be settled in shares of Telos common stock, so vesting and settlement will increase shares outstanding when they are settled.

Who filed and signed the Form 4 for this transaction?

The Form 4 was filed on behalf of the reporting person and signed by Helen M. Oh, attorney‑in‑fact on 08/15/2025.