TSS CEO awarded 37,843 restricted shares

TSS, Inc. reported that Chief Executive Officer and director Dewan Darryll E received an equity award of 37,843 shares of common stock on January 14, 2026, at a price of $0 per share.

Rhea-AI Filing Summary

TSS, Inc. reported that Chief Executive Officer and director Dewan Darryll E received an equity award of 37,843 shares of common stock on January 14, 2026, at a price of $0 per share. According to the award terms, these restricted shares are subject to forfeiture and will vest in three installments: 12,614 shares on January 14, 2027, 12,614 shares on January 14, 2028, and 12,615 shares on January 14, 2029. Following this grant, he beneficially owns 652,334 common shares directly, plus 5,000 shares held indirectly by his spouse.

Insider Trade Summary

Grant/Award: 37,843 shares

Grant/Award 2 txns

Insider Dewan Darryll E

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	37,843	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 652,334 shares (Direct); Common Stock — 5,000 shares (Indirect, By Spouse)

Footnotes (1)

1. F1. These shares of common stock represent restricted stock granted pursuant to an award agreement between Mr. Dewan and the Issuer and are subject to forfeiture. The restricted stock awarded will vest in installments as follows: (1) 12,614 shares will vest on January 14, 2027, (2) 12,614 shares will vest on January 14, 2028, and (3) 12,615 shares will vest on January 14, 2029.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did TSS, Inc. (TSSI) report in this Form 4?

The filing reports that TSS, Inc. Chief Executive Officer and director Dewan Darryll E received an award of 37,843 shares of common stock on January 14, 2026.

Was the TSS, Inc. CEO’s Form 4 transaction a purchase or an equity grant?

The transaction is coded as "A" for an acquisition and is described as restricted stock granted under an award agreement, with a per-share price of $0.

What is the vesting schedule for the 37,843 restricted shares granted to the TSS, Inc. CEO?

The restricted stock will vest in three installments: 12,614 shares on January 14, 2027, 12,614 shares on January 14, 2028, and 12,615 shares on January 14, 2029.

How many TSS, Inc. shares does the CEO own after this reported transaction?

After the grant, Dewan Darryll E beneficially owns 652,334 shares of common stock directly and an additional 5,000 shares indirectly, held by his spouse.

Does the Form 4 note any special conditions on the TSS, Inc. CEO’s restricted stock grant?

Yes. The filing states that the 37,843 shares are restricted stock granted under an award agreement and are subject to forfeiture until they vest on the specified dates.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/16/2026 - 08:38 PM EST Learn about SEC filing dates

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 TX 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)
01/14/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/14/2026		A		37,843(1)	A	$0	652,334	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 pursuant to an award agreement between Mr. Dewan and the Issuer and are subject to forfeiture. The restricted stock awarded will vest in installments as follows: (1) 12,614 shares will vest on January 14, 2027, (2) 12,614 shares will vest on January 14, 2028, and (3) 12,615 shares will vest on January 14, 2029.

	/s/ Christopher R. Johnson, Attorney-in-Fact	01/16/2026
	** 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.