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

Rhea-AI Filing Summary

TSS, Inc. Chief Financial Officer Daniel M. Chism reported routine equity compensation activity involving restricted stock and related tax withholding. He acquired 5,000 shares of common stock at no cost as a grant tied to previously achieved financial performance criteria. These restricted shares vest in two equal installments of 2,500 shares, with 2,500 shares vesting on March 23, 2026 and 2,500 shares scheduled to vest on January 1, 2027, subject to forfeiture if employment conditions are not met. To cover tax obligations from the vesting of restricted stock awards, 609 shares of common stock were surrendered back to the company at a value of $12.40 per share, a non-market, tax-withholding disposition rather than an open-market sale. After these transactions, Chism directly holds 363,215 shares of TSS, Inc. common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider CHISM DANIEL M

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,000	$0.00	--
Tax Withholding	Common Stock	609	$12.40	$8K

Holdings After Transaction: Common Stock — 363,824 shares (Direct)

Footnotes (1)

1. These shares of common stock represent restricted stock granted to Mr. Chism that are subject to financial performance vesting criteria that has been achieved. The restricted stock vests in installments as follows assuming Mr. Chism 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. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock awards.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

CHISM DANIEL M

(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 Financial 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	363,824	D
Common Stock	03/23/2026		F		609(2)	D	$12.4	363,215	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. Chism that are subject to financial performance vesting criteria that has been achieved. The restricted stock vests in installments as follows assuming Mr. Chism 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.

	/s/ Christopher R. Johnson, Attorney-in-Fact	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 transactions did TSS, Inc. (TSSI) CFO Daniel Chism report?

Daniel M. Chism reported receiving 5,000 shares of TSS, Inc. common stock as a restricted stock grant and surrendering 609 shares to the company for tax withholding. These entries reflect compensation-related activity, not open-market buying or selling of stock.

Was the TSSI CFO’s Form 4 transaction an open-market stock sale or purchase?

The Form 4 shows no open-market purchases or sales by the TSSI CFO. He received 5,000 restricted shares as an equity award and surrendered 609 shares back to the issuer to cover tax obligations associated with vesting, a non-market tax-withholding disposition.

What are the vesting terms of the TSS, Inc. CFO’s 5,000-share restricted stock award?

The 5,000-share restricted stock award vests in two equal tranches. Footnotes state 2,500 shares vested on March 23, 2026, and 2,500 shares are scheduled to vest on January 1, 2027, contingent on Daniel M. Chism’s continued employment with TSS, Inc.

Why did the TSSI CFO surrender 609 shares of common stock?

The 609 shares were surrendered to TSS, Inc. to satisfy tax withholding obligations on vesting restricted stock awards. The shares were valued at $12.40 each, and this transaction is coded as tax-withholding, not an open-market sale, according to the Form 4 disclosure.

How many TSS, Inc. shares does CFO Daniel Chism hold after these transactions?

Following the reported award and tax-withholding surrender, Daniel M. Chism directly owns 363,215 shares of TSS, Inc. common stock. This figure reflects his post-transaction holdings as disclosed in the Form 4 and illustrates his continuing equity stake in the company.

What performance conditions are tied to the TSSI CFO’s restricted stock grant?

The restricted stock grant is linked to financial performance vesting criteria that have been achieved. The filing notes that the 5,000 shares represent restricted stock subject to these criteria, with vesting dependent on both the achieved performance and Mr. Chism’s continued employment through specified dates.