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TSS, Inc. (TSSI) CEO sells 50,000 shares at $17 under 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

TSS, Inc. Chief Executive Officer Darryll E. Dewan reported an open-market sale of 50,000 shares of common stock at $17.00 per share. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on December 15, 2025, indicating it was scheduled in advance.

Following this transaction, Dewan directly owned 454,471 shares of TSS common stock and also had an indirect holding of 5,000 shares reported as held by his spouse.

Positive

  • None.

Negative

  • None.

Insights

CEO’s 50,000-share sale is pre-planned and leaves a large remaining stake.

The CEO of TSS, Inc., Darryll E. Dewan, completed an open-market sale of 50,000 shares of common stock at $17.00 per share. This is recorded as a standard sale transaction, not tied to option exercises or derivatives.

After the sale, Dewan still directly holds 454,471 shares, plus an indirect position of 5,000 shares held by his spouse. A footnote states the transaction was executed under a Rule 10b5-1 trading plan adopted on December 15, 2025, suggesting it was pre-scheduled as part of ongoing portfolio management rather than a discretionary market-timed move.

Insider Dewan Darryll E
Role Chief Executive Officer
Sold 50,000 shs ($850K)
Type Security Shares Price Value
Sale Common Stock 50,000 $17.00 $850K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 454,471 shares (Direct); Common Stock — 5,000 shares (Indirect, By Spouse)
Footnotes (1)
  1. F1. The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 15, 2025.
Shares sold 50,000 shares Open-market sale of common stock by CEO
Sale price $17.00 per share Price for 50,000 common shares sold
Direct holdings after sale 454,471 shares CEO’s direct common stock position following transaction
Indirect holdings by spouse 5,000 shares Common stock reported as owned by CEO’s spouse
Net shares sold 50,000 shares Net sell activity in transaction summary
Rule 10b5-1 trading plan regulatory
"The shares were sold pursuant to a Rule 10b5-1 trading plan adopted..."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
indirect ownership financial
""ownership_type": "indirect""
Common Stock financial
""security_title": "Common Stock""
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
Form 4 regulatory
"INSIDER FILING DATA (Form 4):"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

What insider transaction did TSS, Inc. (TSSI) report for its CEO?
TSS, Inc. reported that CEO Darryll E. Dewan sold 50,000 shares of common stock at $17.00 per share. This open-market sale reduced his position but he continues to hold a substantial direct and indirect stake in the company.

How many TSS, Inc. (TSSI) shares does the CEO hold after the reported sale?
After selling 50,000 shares, CEO Darryll E. Dewan directly holds 454,471 shares of TSS common stock. The filing also shows an additional 5,000 shares reported as indirectly owned through his spouse.

Was the TSS, Inc. CEO’s 50,000-share sale under a Rule 10b5-1 plan?
Yes. A footnote states the CEO’s 50,000-share sale was executed pursuant to a Rule 10b5-1 trading plan adopted on December 15, 2025, indicating the transaction was pre-arranged rather than a spontaneous market-timed decision.

What price did the TSS, Inc. (TSSI) CEO receive for the shares sold?
The CEO’s open-market sale of 50,000 TSS, Inc. common shares was reported at a transaction price of $17.00 per share. This per-share amount is disclosed directly in the Form 4 transaction details.

Does the TSS, Inc. Form 4 show any derivative securities for the CEO?
No derivative securities are listed in this Form 4 for CEO Darryll E. Dewan. The filing’s derivative section is empty, and the reported activity relates only to common stock transactions and holdings.

How many TSS, Inc. shares did the CEO net sell according to the filing?
The filing’s transaction summary shows net sell activity of 50,000 shares. This reflects one open-market sale transaction of 50,000 TSS, Inc. common shares, with no reported purchases or derivative exercises offsetting the sale.

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

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SEC Form 4
FORM 4UNITED 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).
X
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/06/2026S50,000(1)D$17454,471D
Common Stock5,000IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 15, 2025.
/s/ Christopher R. Johnson, Attorney-in-Fact05/08/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR