TSS, Inc. (TSSI) COO granted 5,000 shares, surrenders 609 for taxes

Rhea-AI Filing Summary

TSS, Inc. Chief Operating Officer Karl Todd Marrott reported equity compensation and a related tax share surrender. He received a grant of 5,000 shares of common stock as restricted stock tied to financial performance criteria that have been achieved. According to the vesting schedule, 2,500 shares vested on March 23, 2026, while another 2,500 shares are scheduled to vest on January 1, 2027 and remain subject to forfeiture if employment conditions are not met. In connection with the vesting, Marrott surrendered 609 shares back to the company to satisfy tax withholding obligations, a non-market disposition that does not represent an open-market sale. After these transactions, he holds 290,936 shares of common stock directly.

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^*

MARROTT KARL TODD

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/23/2026		A		5,000(1)	A	$0	291,545	D
Common Stock	03/23/2026		F		609(2)	D	$12.4	290,936	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. These shares of common stock represent restricted stock granted to Mr. Marrott that are subject to financial performance vesting criteria that has been achieved. The restricted stock vests in installments as follows assuming Mr. Marrott remains employed through the applicable vesting dates: (1) 2,500 shares vested on March 23, 2026, and (2) 2,500 shares will vest on January 1, 2027, and are subject to forfeiture.

2. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock awards.

Remarks:

	/s/ Karl Marrott Todd	03/25/2026
	** 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).
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)

FAQ

What insider transaction did TSS, Inc. (TSSI) report for Karl Todd Marrott?

Karl Todd Marrott reported a grant of 5,000 restricted shares of TSS, Inc. common stock, tied to achieved financial performance criteria. Part of these shares vested immediately, with additional shares scheduled to vest later, reflecting equity-based executive compensation.

How many TSS, Inc. shares did Karl Todd Marrott surrender for taxes?

Karl Todd Marrott surrendered 609 shares of TSS, Inc. common stock to the company to cover tax withholding obligations on vested restricted stock. This tax-withholding disposition is not an open-market sale, but a routine mechanism to meet tax liabilities.

What is Karl Todd Marrott’s TSS, Inc. shareholding after this Form 4?

After the reported transactions, Karl Todd Marrott holds 290,936 shares of TSS, Inc. common stock directly. This figure reflects the newly vested restricted stock minus the 609 shares surrendered for tax withholding obligations in connection with the vesting.

How do the vested and unvested restricted shares for TSS, Inc.’s COO vest over time?

The filing shows 2,500 restricted shares vested on March 23, 2026, while an additional 2,500 shares are scheduled to vest on January 1, 2027. The remaining 2,500 shares are subject to forfeiture if Karl Todd Marrott does not remain employed through that vesting date.

Is the 609-share disposition by TSS, Inc.’s COO a market sale?

No, the 609-share disposition is not a market sale. The shares were surrendered back to TSS, Inc. to satisfy tax withholding obligations related to restricted stock vesting, a routine non-market transaction rather than a discretionary sale on the open market.