TSS, Inc. (TSSI) CEO granted 5,000 performance-based shares

Rhea-AI Filing Summary

Dewan Darryll E reported acquisition or exercise transactions in this Form 4 filing.

TSS, Inc. Chief Executive Officer Darryll E. Dewan received a grant of 5,000 shares of common stock as a performance-based stock award. The grant reflects financial performance criteria that have been achieved. Following the award, he holds 604,471 shares directly and 5,000 shares indirectly through his spouse.

The restricted stock vests in two installments if he remains employed through the vesting dates: 2,500 shares vested on March 23, 2026, and 2,500 shares will vest on January 1, 2027, and can be forfeited if conditions are not met.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Dewan Darryll E

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,000	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 604,471 shares (Direct); Common Stock — 5,000 shares (Indirect, By Spouse)

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^*

Dewan Darryll E

(Last) (First) (Middle)

C/O TSS, INC. 1800 AVIATION DRIVE

BUILDING 1, SUITE 100

(Street)

GEORGETOWN TEXAS 78628

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TSS, Inc. [ TSSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/23/2026		A		5,000(1)	A	$0	604,471	D
Common Stock								5,000	I	By Spouse

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 stock granted to Mr. Dewan that are subject to financial performance vesting criteria that has been achieved. The restricted stock vests in installments as follows assuming Mr. Dewan remains employed through the applicable vesting dates: (1) 2,500 shares vested on March 23, 2026, and (2) 2,500 shares will vest on January 1, 2027, and are subject to forfeiture.

Remarks:

(1) These shares of common stock represent restricted stock granted to Mr. Dewan that are subject to financial performance vesting criteria that has been achieved. The restricted stock vests in installments as follows assuming Mr. Dewan remains employed through the applicable vesting dates: (1) 2,500 shares vested on March 23, 2026, and (2) 2,500 shares will vest on January 1, 2027, and are subject to forfeiture.

	/s/ Darryll E. Dewan	03/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did TSS, Inc. (TSSI) report for its CEO?

TSS, Inc. reported that CEO Darryll E. Dewan received 5,000 shares of common stock as a performance-based restricted stock award. The award reflects achieved financial performance criteria and is structured to vest over time, subject to continued employment and potential forfeiture conditions.

How many TSS, Inc. shares does CEO Darryll Dewan hold after this Form 4?

After the reported award, CEO Darryll E. Dewan holds 604,471 shares of TSS, Inc. common stock directly. He also has an additional 5,000 shares reported as indirectly owned through his spouse, providing a clear view of both his direct and indirect equity exposure.

How does the 5,000-share restricted stock award for TSSI’s CEO vest?

The 5,000-share award vests in two equal tranches. According to the disclosure, 2,500 shares vested on March 23, 2026, and the remaining 2,500 shares are scheduled to vest on January 1, 2027, assuming Mr. Dewan remains employed and the shares are not forfeited.

Is the TSS, Inc. CEO’s new 5,000-share grant an open-market purchase?

No, the 5,000 shares are a grant of restricted stock, not an open-market purchase. The Form 4 classifies the transaction with code A, indicating a grant, award, or other acquisition made as part of compensation rather than a voluntary market transaction at a stated purchase price.

What are the performance conditions tied to TSSI CEO’s restricted stock?

The filing states the 5,000-share restricted stock grant is subject to financial performance vesting criteria that have been achieved. While the specific metrics are not detailed here, the award’s vesting now depends on continued employment through the stated vesting dates and avoidance of forfeiture.