Restricted stock grant to TSS, Inc. (TSSI) director Woodward disclosed

Rhea-AI Filing Summary

TSS, Inc. director Peter H. Woodward reported receiving a grant of 3,784 shares of common stock on January 14, 2026 at a price of $0 per share as restricted stock. These shares are subject to forfeiture and will vest in three installments: 1,261 shares on January 14, 2027, 1,261 shares on January 14, 2028, and 1,262 shares on January 14, 2029.

After this grant, Woodward directly holds 19,358 common shares. The filing also lists significant indirect interests, including shares held through MHW Capital Management LLC, MHW Partners, L.P., MHW SPV II, LLC, and shares owned by unaffiliated third persons where he is entitled to a performance-related fee, with beneficial ownership of some of these positions disclaimed except for his pecuniary interest.

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

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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^*

Woodward Peter H

(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
	Officer (give title below)		Other (specify below)

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		3,784(1)	A	$0	19,358	D
Common Stock								21,700	I	Shares held through MHW Capital Management LLC(2)
Common Stock								1,183,521	I	Shares held through MHW Partners, L.P.(3)
Common Stock								1,214,061	I	Shares held through MHW SVP II, LLC(4)
Common Stock								885,714	I	Shares subject to performance related fee(5)

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. Woodward and the Issuer and are subject to forfeiture. The restricted stock awarded will vest in installments as follows: (1) 1,261 shares will vest on January 14, 2027, (2) 1,261 shares will vest on January 14, 2028, and (3) 1,262 shares will vest on January 14, 2029.

2. The shares are owned by MHW Capital Management, LLC. The reporting person is the principal of MHW Capital Management, LLC.

3. The shares are owned by MHW Partners, L.P. The reporting person is the General Partner of MHW Partners, L.P. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.

4. The shares are owned by MHW SPV II, LLC. The reporting person is the Manager of MHW SPV II, LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.

5. The shares are owned by unaffiliated third persons, and the reporting person has a right to a performance-related fee upon the disposition of such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.

	/s/ Peter H. Woodward	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).
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FAQ

What transaction did TSS (TSSI) director Peter Woodward report?

Peter H. Woodward reported the acquisition of 3,784 shares of TSS, Inc. common stock on January 14, 2026 as a grant of restricted stock at a price of $0 per share.

How many TSS restricted shares were granted and how do they vest?

The grant covers 3,784 restricted shares of TSS common stock. The award vests in three installments: 1,261 shares on January 14, 2027, 1,261 shares on January 14, 2028, and 1,262 shares on January 14, 2029, and is subject to forfeiture.

How many TSS shares does Peter Woodward hold directly after this grant?

Following the reported transaction, Peter H. Woodward directly holds 19,358 shares of TSS, Inc. common stock.

What indirect TSS share interests are associated with Peter Woodward?

The filing lists indirect interests in TSS common stock through MHW Capital Management LLC, MHW Partners, L.P., MHW SPV II, LLC, and shares owned by unaffiliated third persons where Woodward has a right to a performance-related fee upon disposition.

Does Peter Woodward disclaim beneficial ownership of any indirect TSS shares?

For shares held by MHW Partners, L.P., MHW SPV II, LLC, and the unaffiliated third persons subject to a performance-related fee, Woodward disclaims beneficial ownership except to the extent of his pecuniary interest in those shares.

What is Peter Woodward’s role at TSS, Inc.?

Peter H. Woodward is identified in the filing as a director of TSS, Inc.