TSSI files Form 144 for 2,917 vested shares sale via Morgan Stanley

Rhea-AI Filing Summary

TSS, Inc. (TSSI) filed a Form 144 reporting a proposed sale of 2,917 common shares with an aggregate market value of $47,338.24. The shares were acquired on 06/27/2025 through restricted stock vesting under a registered plan for services rendered and are to be sold through Morgan Stanley Smith Barney on NASDAQ with an approximate sale date of 08/27/2025. The filing reports 25,364,244 shares outstanding, and no other sales in the past three months were reported. The filer certifies no undisclosed material adverse information is known.

Positive

• Shares were acquired via restricted stock vesting, indicating the issuance was compensation for services rather than a market purchase
• Filed with broker and planned sale date, providing transparent compliance with Rule 144 requirements
• Sale size is small relative to outstanding shares (~0.0115%), suggesting limited market impact

Negative

• Proposed insider sale reduces insider-held shares, which some investors may view negatively despite small size

Insights

Financial Analyst

TL;DR: Routine insider sale from vested restricted stock; size is immaterial to capitalization.

The filing documents a scheduled sale of 2,917 vested shares valued at $47,338.24, representing roughly 0.0115% of the company’s reported 25,364,244 outstanding shares. Acquisition via restricted stock vesting indicates the shares were compensation for services rather than a market purchase. Given the small size relative to outstanding shares and no other recent sales reported, the transaction is unlikely to move market valuations or signal a major change in insider conviction.

Corporate Governance Expert

TL;DR: Disclosure follows Rule 144 mechanics; shows compensation-related issuance and compliant planned sale.

The notice provides required Rule 144 disclosure: broker, share count, acquisition date, nature of acquisition (restricted stock vesting), and statement regarding material nonpublic information. This aligns with standard governance and SEC compliance practices for insider sales tied to compensation. The absence of other sales in the prior three months simplifies aggregation rules and supports the filing’s procedural normality.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	2917	47338.24	25364244	08/27/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	06/27/2025	Restricted stock vesting under a registered plan	Issuer			2917	06/27/2025	Services Rendered

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did TSSI report on Form 144?

The company reported a proposed sale of 2,917 common shares with aggregate market value $47,338.24, to be sold through Morgan Stanley Smith Barney on NASDAQ around 08/27/2025.

How were the shares acquired according to the filing?

The filing states the shares were acquired on 06/27/2025 through restricted stock vesting under a registered plan and were issued for services rendered.

How material is this sale relative to TSSI's outstanding shares?

The sale of 2,917 shares represents approximately 0.0115% of 25,364,244 outstanding shares, indicating the transaction is immaterial to the company's market capitalization.

Were there any other sales by the person in the past three months?

The filing explicitly reports Nothing to Report for securities sold during the past three months.

Does the filer represent possession of material nonpublic information?

By signing the notice, the person represents they do not know any material adverse information about the issuer that has not been publicly disclosed.