TSS COO receives 250,000 restricted shares

TSS, Inc. Chief Operating Officer Karl Todd Marrott reported routine equity compensation activity in the form of restricted stock and related tax withholding.

Rhea-AI Filing Summary

TSS, Inc. Chief Operating Officer Karl Todd Marrott reported routine equity compensation activity in the form of restricted stock and related tax withholding. He received a grant of 250,000 shares of restricted common stock at no cost under an award agreement. According to the terms, 125,000 shares vested on June 27, 2025 and 125,000 shares will vest on June 27, 2026, and the award is subject to forfeiture. In a separate transaction, 48,652 shares were surrendered to the company to satisfy tax withholding obligations tied to the vesting of restricted stock, rather than being sold on the open market.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider MARROTT KARL TODD

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	250,000	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	48,652	$30.25	$1.47M

Holdings After Transaction: Common Stock — 452,635 shares (Direct)

Footnotes (2)

1. F1. These shares of common stock represent restricted stock granted pursuant to an award agreement between Mr. Marrott and the Issuer and are subject to forfeiture. The restricted stock awarded vests in installments as follows: (1) 125,000 shares vested on June 27, 2025, and (2) 125,000 shares will vest on June 27, 2026.
2. F2. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock.

Key Figures

Restricted stock grant: 250,000 shares Tax-withholding shares: 48,652 shares Tax-withholding share value: $30.25 per share +2 more

5 metrics

Restricted stock grant 250,000 shares Grant of restricted common stock to COO

Tax-withholding shares 48,652 shares Shares surrendered to satisfy tax withholding

Tax-withholding share value $30.25 per share Recorded value for surrendered shares

First vesting tranche 125,000 shares Vested on June 27, 2025

Second vesting tranche 125,000 shares Will vest on June 27, 2026

Key Terms

restricted stock, subject to forfeiture, vests in installments, tax withholding obligations, +1 more

5 terms

restricted stock financial

"These shares of common stock represent restricted stock granted pursuant to an award agreement"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

subject to forfeiture financial

"restricted stock granted pursuant to an award agreement between Mr. Marrott and the Issuer and are subject to forfeiture"

vests in installments financial

"The restricted stock awarded vests in installments as follows"

tax withholding obligations financial

"Reflects shares surrendered to the Issuer to satisfy tax withholding obligations"

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

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

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

TSS, Inc. reported that COO Karl Todd Marrott received 250,000 shares of restricted common stock and surrendered 48,652 shares to cover tax withholding. These are compensation-related and tax transactions, not open-market buying or selling of shares.

How many restricted shares did the TSS, Inc. COO receive in this Form 4 filing?

Karl Todd Marrott received a grant of 250,000 shares of restricted common stock. The grant was made under an award agreement with the company and carries forfeiture conditions and a defined vesting schedule over two years.

What is the vesting schedule for Karl Todd Marrott’s restricted stock at TSS, Inc. (TSSI)?

The restricted stock vests in two equal installments: 125,000 shares vested on June 27, 2025, and 125,000 shares will vest on June 27, 2026. Until vesting, the award remains subject to forfeiture under the agreement’s terms.

Why were 48,652 TSS, Inc. shares surrendered by the COO in this Form 4?

The 48,652 shares were surrendered to TSS, Inc. to satisfy tax withholding obligations arising from restricted stock vesting. This tax-withholding disposition is a standard mechanism and does not represent an open-market sale of shares by the executive.

Was the TSS, Inc. COO’s transaction in this Form 4 an open-market sale or purchase?

No open-market trades were reported. The Form 4 shows a grant of 250,000 restricted shares and a surrender of 48,652 shares to cover tax withholding, both related to equity compensation rather than discretionary market buying or selling.

What price per share is associated with the 48,652 TSS, Inc. shares surrendered for taxes?

The 48,652 surrendered shares are recorded at $30.25 per share in the filing. This figure reflects the value used for the tax-withholding disposition tied to the vesting of restricted stock, not a market sale price received by the executive.

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

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Accepted by SEC EDGAR 04/22/2026 - 04:06 PM EDT 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 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)
06/27/2024

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	06/27/2024		A		250,000(1)	A	$0	501,287	D
Common Stock	06/27/2025		F		48,652(2)	D	$30.25	452,635	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 pursuant to an award agreement between Mr. Marrott and the Issuer and are subject to forfeiture. The restricted stock awarded vests in installments as follows: (1) 125,000 shares vested on June 27, 2025, and (2) 125,000 shares will vest on June 27, 2026.

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

	Karl Todd Marrott	04/22/2026
	** 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)