TSS, Inc. (TSSI) SVP surrenders 9,019 shares to cover taxes

Rhea-AI Filing Summary

TSS, Inc. Senior Vice President Kieran Brennan reported a Form 4 transaction involving company common stock. On the reported date, he disposed of 9,019 shares at $8.45 per share by surrendering them to the company to cover tax withholding on vesting restricted stock awards. After this tax-withholding disposition, he directly owned 291,137 common shares.

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

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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^*

Brennan Kieran

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		F		9,019(1)	D	$8.45	291,137	D

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. 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	02/25/2026
	** 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).
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FAQ

What insider transaction did TSS, Inc. (TSSI) report for Kieran Brennan?

TSS, Inc. reported that Senior Vice President Kieran Brennan disposed of 9,019 shares of common stock. The shares were surrendered to the company to satisfy tax withholding obligations tied to vesting restricted stock awards, rather than sold in an open-market transaction.

How many TSS, Inc. (TSSI) shares did the executive dispose of and at what price?

Kieran Brennan disposed of 9,019 shares of TSS, Inc. common stock at $8.45 per share. These shares were used to cover tax withholding obligations associated with the vesting of restricted stock awards, not executed as a typical market sale to outside buyers.

Why did TSS, Inc. (TSSI) Senior Vice President surrender shares on this Form 4?

The 9,019 shares were surrendered to TSS, Inc. to satisfy tax withholding obligations created when restricted stock awards vested. This type of Form 4 transaction reflects a tax-withholding disposition, meaning the issuer receives the shares to cover tax liabilities owed by the executive.

How many TSS, Inc. (TSSI) shares does Kieran Brennan hold after the transaction?

Following the tax-withholding disposition, Kieran Brennan directly owned 291,137 shares of TSS, Inc. common stock. This post-transaction balance is reported in the filing as his direct ownership position after 9,019 shares were surrendered back to the issuer for tax obligations.

Was the TSS, Inc. (TSSI) Form 4 transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The 9,019 shares were surrendered directly to TSS, Inc. to cover tax withholding obligations arising from vesting restricted stock awards, which is reported as a tax-withholding disposition rather than a typical market sale to investors.