TSS, Inc. (TSSI) director discloses December common share sales

Rhea-AI Filing Summary

TSS, Inc. director Peter H. Woodward reported selling company common stock in two December transactions. On December 9, 2025, an entity he controls, MHW Capital Management, LLC, sold 30,000 shares at a weighted average price of $8.82 per share, followed by a sale of 21,700 shares at a weighted average price of $8.30 per share on December 11, 2025.

After these sales, he continues to report indirect beneficial ownership of 1,183,521 shares through MHW Partners, L.P., 1,214,061 shares through MHW SVP II, LLC, and 885,714 shares subject to a performance-related fee, as well as 15,574 shares held 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

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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)
12/09/2025

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	12/09/2025		S		30,000	D	$8.82(1)	21,700	I	Shares held through MHW Capital Management LLC(2)
Common Stock	12/11/2025		S		21,700	D	$8.3(3)	0	I	Shares held through MHW Capital Management LLC(2)
Common Stock								1,183,521	I	Shares held through MHW Partners, L.P.(4)
Common Stock								1,214,061	I	Shares held through MHW SVP II, LLC(5)
Common Stock								15,574	D
Common Stock								885,714	I	Shares subject to performance related fee(6)

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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $8.79010 to $8.90000, inclusive. The reporting person undertakes to provide to TSS, Inc., any security holder of TSS, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (1) and (3).

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

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $8.25000 to $8.34010, inclusive.

4. 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.

5. 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.

6. 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	12/11/2025
	** 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.
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FAQ

What insider transaction did TSS, Inc. (TSSI) disclose?

The filing shows that director Peter H. Woodward, through MHW Capital Management, LLC, sold 30,000 TSS, Inc. common shares on December 9, 2025 at a weighted average price of $8.82, and 21,700 shares on December 11, 2025 at a weighted average price of $8.30, both coded as sales.

Who is the reporting person in the TSS, Inc. (TSSI) insider filing and what is their role?

The reporting person is Peter H. Woodward, who is identified as a director of TSS, Inc. The form indicates it is filed by one reporting person and is signed "/s/ Peter H. Woodward" on December 11, 2025.

How many TSS, Inc. (TSSI) shares does the director report beneficially owning after the transactions?

Following the reported sales, Peter H. Woodward reports beneficial ownership of 1,183,521 shares indirectly through MHW Partners, L.P., 1,214,061 shares indirectly through MHW SVP II, LLC, 885,714 shares subject to a performance-related fee, and 15,574 shares held directly.

Through which entities are the TSS, Inc. (TSSI) shares held for the reporting person?

The filing states that shares are held through MHW Capital Management, LLC (from which shares were sold), MHW Partners, L.P., and MHW SVP II, LLC, with the reporting person described respectively as principal, General Partner, and Manager. Additional shares are subject to a performance-related fee owed to the reporting person upon disposition.

What price ranges applied to the TSS, Inc. (TSSI) stock sales reported?

The filing explains that the $8.82 price for the December 9 sale is a weighted average, with individual trades between $8.79010 and $8.90000. The $8.30 price for the December 11 sale is also a weighted average, with trades between $8.25000 and $8.34010.

Does the reporting person claim full beneficial ownership of all TSS, Inc. (TSSI) shares held through affiliates?

No. For shares held through MHW Partners, L.P. and MHW SPV II, LLC, and for shares subject to a performance-related fee, the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest, as stated in the explanatory footnotes.