TSS, Inc. (TSSI) COO uses 12,175 shares to cover tax on vesting

Rhea-AI Filing Summary

TSS, Inc. Chief Operating Officer Karl Todd Marrott reported a Form 4 transaction involving company common stock. On 01/16/2026, 12,175 shares of common stock were surrendered at a price of $12.05 per share. According to the footnote, these shares were delivered back to the company to cover tax withholding obligations tied to the vesting of restricted stock awards, rather than being an open-market sale. After this tax-related share surrender, Marrott beneficially owned 294,662 shares of TSS, Inc. common stock in direct ownership form.

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^*

MARROTT KARL TODD

(Last) (First) (Middle)

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)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

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	01/16/2026		F		12,175(1)	D	$12.05	294,662	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	01/20/2026
	** 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 on this Form 4?

The filing reports that Chief Operating Officer Karl Todd Marrott surrendered 12,175 shares of TSS, Inc. common stock on 01/16/2026 at $12.05 per share.

Why did Karl Todd Marrott surrender TSSI shares in this Form 4?

The footnote explains that the 12,175 shares were surrendered to the issuer to satisfy tax withholding obligations associated with the vesting of restricted stock awards.

Did the TSS, Inc. COO sell shares on the open market?

The transaction is coded “F”, indicating shares were withheld or surrendered to the company for taxes in connection with equity award vesting, rather than sold in an open-market trade.

How many TSS, Inc. shares does Karl Todd Marrott own after this transaction?

Following the reported tax-withholding surrender, Karl Todd Marrott beneficially owned 294,662 shares of TSS, Inc. common stock.

Is Karl Todd Marrott a director or officer of TSS, Inc. (TSSI)?

Yes. The filing identifies Karl Todd Marrott as an officer of TSS, Inc., serving as Chief Operating Officer, and not as a director or 10% owner.

Is the ownership reported in the TSSI Form 4 direct or indirect?

The Form 4 lists the ownership form as Direct (D), meaning the reported 294,662 shares are directly owned by Karl Todd Marrott.