[144] TSS, Inc. SEC Filing

Rhea-AI Filing Summary

TSS, Inc. insider filing reports proposed and recent sales of common stock by an insider. The filing shows a proposed sale of 11,100 shares acquired on 06/27/2025 through restricted stock vesting for services, with an aggregate market value of $179,477.01 based on the filing. The issuer has 25,364,244 shares outstanding and the proposed sale lists NASDAQ as the exchange and an approximate sale date of 09/10/2025.

The notice also discloses prior sales by the same person within the past three months: 23,908 shares sold on 08/28/2025 for $386,343.72 and 2,917 shares sold on 08/27/2025 for $47,338.24. The filer certifies no undisclosed material adverse information and that the shares to be sold were obtained via a registered plan vesting.

Insights

Securities Analyst

TL;DR: Insider plans to sell vested restricted stock totaling 11,100 shares after recent sales; impact appears modest given share count.

The filing documents a proposed sale of 11,100 shares acquired through restricted stock vesting on 06/27/2025, with an aggregate market value of $179,477.01 and an approximate sale date of 09/10/2025 on NASDAQ. Recent sales by the same individual totaled 26,825 shares generating roughly $433,681.96 in proceeds across two trades on 08/27-08/28/2025. Relative to the issuer's 25.36 million shares outstanding, these transactions represent a small fractional dilution and are routine for insiders selling vested compensation. From a trading-impact perspective, the sizes are unlikely to move the market materially, though repeated insider selling may attract investor attention.

Corporate Governance Expert

TL;DR: Transaction is typical post-vesting insider sale; disclosure is complete but may prompt governance questions about compensation timing.

The securities were acquired via restricted stock vesting under a registered plan and are being sold through a broker (Morgan Stanley Smith Barney). The filer affirms absence of undisclosed material adverse information. Proper Form 144 disclosure of recent sales and the proposed sale meets regulatory requirements. Governance observers may note the proximity of multiple insider sales in late August and a planned September sale, which could lead to routine shareholder inquiries about executive liquidity and compensation practices, though the absolute amounts are not large relative to total shares outstanding.

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	11100	179477.01	25364244	09/10/2025	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			11100	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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
KARL TODD MARROTT 110 E. OLD SETTLERS ROAD SUITE 100 ROUND ROCK TX 78664	Common	08/28/2025	23908	386343.72
KARL TODD MARROTT 110 E. OLD SETTLERS ROAD SUITE 100 ROUND ROCK TX 78664	Common	08/27/2025	2917	47338.24

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 does the Form 144 filed for TSSI disclose about the proposed sale?

The filing shows a proposed sale of 11,100 common shares (acquired 06/27/2025 via restricted stock vesting) with aggregate market value $179,477.01, approximate sale date 09/10/2025, to be executed on NASDAQ.

How many shares did the insider sell in the past three months according to this filing?

The filing reports two sales: 23,908 shares on 08/28/2025 for $386,343.72 and 2,917 shares on 08/27/2025 for $47,338.24, totaling 26,825 shares and about $433,681.96 in gross proceeds.

How were the shares being sold acquired?

The shares subject to the proposed sale were acquired on 06/27/2025 through restricted stock vesting under a registered plan and the payment was for services rendered.

Who is the broker handling the proposed sale?

The listed broker for the proposed sale is Morgan Stanley Smith Barney LLC, Executive Financial Services based in New York, NY.

What portion of the company's outstanding shares does the proposed sale represent?

The issuer reports 25,364,244 shares outstanding; the proposed sale of 11,100 shares represents a small fraction of that total (well below 1%).