STOCK TITAN

TSS, Inc. (TSSI) director-linked funds sell 300K common shares

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Entities associated with TSS, Inc. director Peter H. Woodward reported open-market sales of a combined 300,000 shares of TSS common stock. MHW SPV II, LLC sold 100,000 shares at a weighted average price of $15.48 per share, and MHW Partners, L.P. sold 200,000 shares at a weighted average price of $16.07 per share, with individual trades executed between $15.50 and $17.00. The filing states these shares are owned by the respective entities, where Woodward serves as manager or general partner and disclaims beneficial ownership except for his pecuniary interest. After these transactions, the reported indirect holdings include 1,114,061 shares through MHW SPV II, LLC and 983,521 shares through MHW Partners, L.P., plus additional indirect holdings of 885,714 shares subject to a performance-related fee and 21,700 shares through MHW Capital Management, LLC, along with 19,358 shares held directly.

Positive

  • None.

Negative

  • None.
Insider Woodward Peter H
Role null
Sold 300,000 shs ($4.76M)
Type Security Shares Price Value
Sale Common Stock 200,000 $16.07 $3.21M
Sale Common Stock 100,000 $15.48 $1.55M
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 983,521 shares (Indirect, Shares held through MHW Partners, L.P.); Common Stock — 19,358 shares (Direct, null)
Footnotes (1)
  1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.50 to $17.00, inclusive. The reporting person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (1) and (3). The shares are owned by MHW Partners, L.P. The reporting person is the General Partner of MHW Partners, L.P. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.50 to $17.00, inclusive. The shares are owned by MHW SPV II, LLC. The reporting person is the Manager of MHW SPV II, LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares. The shares are owned by MHW Capital Management, LLC. The reporting person is the principal of MHW Capital Management, LLC. The shares are owned by unaffiliated third persons, and the reporting person has a right to a performance-related fee upon the disposition of such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.
Shares sold via MHW SPV II, LLC 100,000 shares at $15.48 Open-market sale, weighted average price per share
Shares sold via MHW Partners, L.P. 200,000 shares at $16.07 Open-market sale, weighted average price per share
Total shares sold 300,000 shares Combined open-market sales by associated entities
Holdings via MHW SPV II, LLC after sale 1,114,061 shares Indirect ownership following reported transactions
Holdings via MHW Partners, L.P. after sale 983,521 shares Indirect ownership following reported transactions
Performance-related fee pool 885,714 shares Shares where Woodward has performance-related fee rights
Holdings via MHW Capital Management, LLC 21,700 shares Indirect ownership through MHW Capital Management, LLC
Directly held shares 19,358 shares Shares reported as directly owned by Woodward
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
beneficial ownership financial
"The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
MHW Partners, L.P. financial
"The shares are owned by MHW Partners, L.P. The reporting person is the General Partner of MHW Partners, L.P."
MHW SPV II, LLC financial
"The shares are owned by MHW SPV II, LLC. The reporting person is the Manager of MHW SPV II, LLC."
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
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SEC Form 4
FORM 4UNITED 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*
Woodward Peter H

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/29/2026S200,000D$16.07(1)983,521IShares held through MHW Partners, L.P.(2)
Common Stock06/02/2026S100,000D$15.48(3)1,114,061IShares held through MHW SVP II, LLC(4)
Common Stock19,358D
Common Stock21,700IShares held through MHW Capital Management LLC(5)
Common Stock885,714IShares subject to performance related fee(6)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.50 to $17.00, inclusive. The reporting person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (1) and (3).
2. The shares are owned by MHW Partners, L.P. The reporting person is the General Partner of MHW Partners, L.P. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.
3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.50 to $17.00, inclusive.
4. The shares are owned by MHW SPV II, LLC. The reporting person is the Manager of MHW SPV II, LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.
5. The shares are owned by MHW Capital Management, LLC. The reporting person is the principal of MHW Capital Management, LLC.
6. The shares are owned by unaffiliated third persons, and the reporting person has a right to a performance-related fee upon the disposition of such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.
/s/ Peter H. Woodward06/02/2026
** Signature of Reporting PersonDate
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 activity did TSS, Inc. (TSSI) report in this Form 4?

TSS, Inc. reported that entities associated with director Peter H. Woodward sold a total of 300,000 shares of common stock in open-market transactions, while retaining significant indirect and direct ownership positions after the sales.

How many TSS, Inc. (TSSI) shares were sold and at what prices?

MHW SPV II, LLC sold 100,000 TSS shares at a weighted average price of $15.48, and MHW Partners, L.P. sold 200,000 shares at a weighted average price of $16.07, with individual trades between $15.50 and $17.00.

Which entities linked to Peter H. Woodward sold TSS, Inc. (TSSI) shares?

The sales were by MHW SPV II, LLC and MHW Partners, L.P. Woodward is manager of MHW SPV II, LLC and general partner of MHW Partners, L.P., and he disclaims beneficial ownership except for his pecuniary interest in these shares.

What TSS, Inc. (TSSI) holdings remain after the reported share sales?

Post-transaction, reported holdings include 1,114,061 shares through MHW SPV II, LLC and 983,521 shares through MHW Partners, L.P., plus 885,714 shares tied to a performance-related fee, 21,700 through MHW Capital Management, LLC, and 19,358 shares held directly.

Does Peter H. Woodward claim full beneficial ownership of the TSS, Inc. (TSSI) shares?

For shares held by MHW Partners, L.P. and MHW SPV II, LLC, Woodward disclaims beneficial ownership except to the extent of his pecuniary interest, even though he serves as general partner or manager of those entities.

How were the TSS, Inc. (TSSI) sale prices described in the Form 4?

The filing reports weighted average sale prices, noting that the shares were sold in multiple transactions at prices ranging from $15.50 to $17.00. The reporting person undertakes to provide detailed trade-by-trade pricing information upon request.