TSS COO disposes shares for tax withholding

TSS, Inc. Chief Operating Officer Karl Todd Marrott reported a tax-related share disposition.

Rhea-AI Filing Summary

TSS, Inc. Chief Operating Officer Karl Todd Marrott reported a tax-related share disposition. On 2026-02-24, he surrendered 8,117 shares of TSS common stock at a reference price of $8.45 per share to satisfy tax withholding obligations tied to vesting restricted stock awards.

According to the filing, this was a tax-withholding disposition rather than an open-market sale. After the transaction, Marrott directly owned 286,545 shares of TSS common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 8,117 shares

Exercise Price or Tax Liability 1 txn

Insider MARROTT KARL TODD

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	8,117	$8.45	$69K

Holdings After Transaction: Common Stock — 286,545 shares (Direct)

Footnotes (1)

1. F1. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock awards.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

TSS, Inc. reported that Chief Operating Officer Karl Todd Marrott disposed of 8,117 common shares. The shares were surrendered to the company to cover tax withholding obligations arising from the vesting of restricted stock awards, rather than sold in an open-market transaction.

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

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were surrendered to TSS, Inc. to satisfy tax withholding obligations connected to vesting restricted stock awards, as described in the filing footnote, rather than sold to public market buyers.

How many TSS, Inc. (TSSI) shares did Karl Todd Marrott surrender and at what price?

Karl Todd Marrott surrendered 8,117 shares of TSS, Inc. common stock at a reference price of $8.45 per share. This non-open-market transaction was coded as a tax-withholding disposition to cover taxes due on the vesting of restricted stock awards he previously received.

How many TSS, Inc. (TSSI) shares does Karl Todd Marrott hold after this Form 4 transaction?

After the reported transaction, Karl Todd Marrott directly holds 286,545 TSS, Inc. common shares. This figure reflects his ownership following the 8,117-share tax-withholding disposition related to vesting restricted stock awards, as disclosed in the Form 4 filing details.

What does transaction code "F" mean in the TSS, Inc. (TSSI) Form 4?

Transaction code “F” on the Form 4 indicates payment of an exercise price or tax liability by delivering securities. In this case, it reflects shares surrendered to TSS, Inc. to satisfy tax withholding obligations tied to the vesting of restricted stock awards granted earlier.

What role does Karl Todd Marrott hold at TSS, Inc. (TSSI) in this Form 4 filing?

Karl Todd Marrott is identified as the Chief Operating Officer of TSS, Inc. in the Form 4. The filing shows his officer status and reports a tax-withholding share disposition connected to vesting restricted stock awards, not a discretionary open-market purchase or sale of company stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/25/2026 - 05:25 PM EST Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 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)
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		8,117(1)	D	$8.45	286,545	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.
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