TSS CEO surrenders 25,960 shares for tax withholding

TSS, Inc. Chief Executive Officer and director Dewan Darryll E reported a Form 4 transaction involving company common stock.

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Rhea-AI Filing Summary

TSS, Inc. Chief Executive Officer and director Dewan Darryll E reported a Form 4 transaction involving company common stock. On January 29, 2026, he surrendered 25,960 shares of common stock at $11.20 per share to TSS, Inc. to cover tax withholding tied to vesting restricted stock awards.

After this tax-related share surrender, he reported owning 599,471 common shares directly. An additional 5,000 common shares are reported as indirectly owned, held by his spouse.

Insider Trade Summary

Exercise Price or Tax Liability: 25,960 shares

Exercise Price or Tax Liability 2 txns

Insider Dewan Darryll E

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	25,960	$11.20	$291K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 599,471 shares (Direct); Common Stock — 5,000 shares (Indirect, By Spouse)

Footnotes (1)

F1. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock awards.

FAQ

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What insider transaction did TSS, Inc. (TSSI) report on January 29, 2026?

TSS, Inc. reported that CEO Dewan Darryll E surrendered 25,960 common shares on January 29, 2026. The shares were given back to the company at $11.20 per share to satisfy tax withholding obligations from vesting restricted stock awards.

Was the TSS, Inc. (TSSI) CEO’s Form 4 transaction an open-market sale?

No, the CEO’s Form 4 transaction reflects shares surrendered to TSS, Inc. for tax withholding, not an open-market sale. The footnote states the 25,960 shares covered tax obligations tied to the vesting of restricted stock awards.

How many TSS, Inc. (TSSI) shares does the CEO hold after this Form 4?

After the reported transaction, CEO Dewan Darryll E beneficially owns 599,471 TSS, Inc. common shares directly. The filing also shows 5,000 additional common shares indirectly owned, reported as held by his spouse.

What does transaction code "F" mean in the TSS, Inc. (TSSI) Form 4 filing?

Transaction code “F” indicates shares withheld or surrendered to the issuer to pay taxes upon vesting of equity awards. In this case, 25,960 TSS, Inc. shares were surrendered to satisfy tax withholding from vesting restricted stock awards.

How many TSS, Inc. (TSSI) shares are reported as indirectly owned by the CEO’s spouse?

The Form 4 reports 5,000 TSS, Inc. common shares as indirectly owned through the CEO’s spouse. These indirect holdings are listed separately from the 599,471 common shares that the CEO reports as directly owned after the tax withholding transaction.

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Accepted by SEC EDGAR 02/02/2026 - 05:42 PM EST

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

78628

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/29/2026		F		25,960⁽¹⁾	D	$11.2	599,471	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock awards.

	/s/ Christopher R. Johnson, Attorney-in-Fact	02/02/2026
	** 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.

Source: View Original Filing on SEC EDGAR