TSS, Inc. (TSSI) CEO logs 26,903-share tax withholding transaction

Rhea-AI Filing Summary

TSS, Inc. Chief Executive Officer and director Dewan Darryll E reported an automatic share disposition tied to equity compensation. On January 16, 2026, he surrendered 26,903 shares of common stock at $12.05 per share back to the company to cover tax withholding obligations arising from the vesting of restricted stock awards, rather than selling shares in the open market. Following this transaction, he directly beneficially owned 625,431 shares of TSS common stock and indirectly held an additional 5,000 shares through his spouse.

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^*

Dewan Darryll E

(Last) (First) (Middle)

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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

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	01/16/2026		F		26,903(1)	D	$12.05	625,431	D
Common Stock								5,000	I	By Spouse

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	01/20/2026
	** 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).
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FAQ

What insider transaction did TSS, Inc. (TSSI) report for Dewan Darryll E?

The filing reports that on January 16, 2026, Chief Executive Officer and director Dewan Darryll E surrendered 26,903 shares of TSS common stock to the company in a transaction coded "F", which is associated with equity award-related tax withholding.

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

No. The footnote explains that the 26,903 shares were surrendered to the issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock awards, rather than sold in the open market.

How many TSS, Inc. (TSSI) shares does Dewan Darryll E own after the reported transaction?

After the reported transaction, Dewan Darryll E directly beneficially owned 625,431 shares of TSS common stock and indirectly held 5,000 shares through his spouse.

What is the role of Dewan Darryll E at TSS, Inc. (TSSI)?

According to the filing, Dewan Darryll E is both a director and an officer of TSS, Inc., serving as its Chief Executive Officer.

How were the indirect TSS, Inc. (TSSI) shares held for Dewan Darryll E reported?

The filing lists an indirect beneficial ownership of 5,000 shares of TSS common stock with the nature of ownership noted as "By Spouse".

What was the reported price per share in the TSS, Inc. (TSSI) insider tax withholding transaction?

The 26,903 shares surrendered for tax withholding in connection with restricted stock vesting were reported at a price of $12.05 per share.