TSS COO surrenders 49,188 shares for tax withholding

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

Rhea-AI Filing Summary

TSS, Inc. Chief Operating Officer Karl Todd Marrott reported a tax-related share disposition in company stock. On 2026-06-27, he surrendered 49,188 shares of Common Stock at $11.32 per share to cover tax withholding obligations tied to the vesting of restricted stock.

This was a tax-withholding disposition, not an open-market sale or discretionary trade. After this transaction, Marrott directly holds 403,447 shares of TSS, Inc. common stock, indicating he retains a substantial equity position in the company.

Insights

Equity compensation analyst

Routine tax withholding on vested restricted stock; no open-market selling.

The transaction reflects 49,188 shares of TSS, Inc. common stock surrendered at $11.32 per share to satisfy tax obligations from restricted stock vesting. This is coded as an F transaction, which is standard for tax withholding.

Because the shares were used to pay taxes rather than sold on the open market, this event carries limited signaling value about insider sentiment. After the disposition, the COO still directly owns 403,447 shares, suggesting continued significant exposure to the company’s equity.

Insider Trade Summary

Exercise Price or Tax Liability: 49,188 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	49,188	$11.32	$557K

Holdings After Transaction: Common Stock — 403,447 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.

Key Figures

Shares surrendered for tax: 49,188 shares Implied price per share: $11.32 per share Shares held after transaction: 403,447 shares

3 metrics

Shares surrendered for tax 49,188 shares Common Stock, tax-withholding disposition on 2026-06-27

Implied price per share $11.32 per share Value used for tax withholding calculation

Shares held after transaction 403,447 shares Direct holdings of COO after tax-withholding disposition

Key Terms

restricted stock, tax withholding obligations, Form 4, tax-withholding disposition

4 terms

restricted stock financial

"in connection with the vesting of restricted stock"

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.

tax withholding obligations financial

"to satisfy tax withholding obligations in connection with the vesting"

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.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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 COO Karl Todd Marrott surrendered 49,188 shares of common stock at $11.32 per share. The shares were used to satisfy tax withholding obligations triggered by the vesting of restricted stock, rather than being sold in an open-market transaction.

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

No. The 49,188 shares reported for COO Karl Todd Marrott were surrendered to TSS, Inc. to cover tax withholding on vested restricted stock. The Form 4 identifies this as a tax-withholding disposition, not a discretionary open-market sale of shares into the market.

How many TSS, Inc. (TSSI) shares does the COO hold after the Form 4 transaction?

Following the tax-withholding disposition, COO Karl Todd Marrott directly holds 403,447 shares of TSS, Inc. common stock. This post-transaction balance reflects his remaining equity stake after 49,188 shares were surrendered to satisfy related tax obligations on restricted stock vesting.

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

Transaction code F indicates shares were disposed of to pay the exercise price or tax liability. In this case, 49,188 TSS, Inc. shares were surrendered to cover tax withholding obligations arising from restricted stock vesting, rather than being voluntarily sold in the open market.

Does the TSS, Inc. (TSSI) Form 4 indicate remaining derivative or option positions?

The filing’s derivative summary is empty, indicating no derivative transactions were reported in this Form 4. The disclosed activity solely involves non-derivative common stock surrendered for tax withholding, tied to the vesting of restricted stock held by the company’s Chief Operating Officer.

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

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Accepted by SEC EDGAR 06/30/2026 - 07:38 PM 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)
06/27/2026

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	06/27/2026		F		49,188(1)	D	$11.32	403,447	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.

	/s/ Christopher R. Johnson, Attorney-in-Fact	06/30/2026
	** 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)