Was the TSS, Inc. (TSSI) CEO’s share sale pre-planned under Rule 10b5-1?

Yes. The filing states the 50,000-share sale was made pursuant to a Rule 10b5-1 trading plan adopted on December 15, 2025. Such plans pre-schedule trades, reducing the significance of short-term market timing decisions by the insider.

How large was the net share change in the TSS, Inc. (TSSI) CEO’s holdings?

The Form 4 shows a net-sell direction of 50,000 shares for CEO Darryll E. Dewan. This reflects one open-market sale transaction and results in updated direct holdings of 504,471 shares of TSS common stock following the reported activity.

TSS, Inc. (TSSI) CEO sells 50,000 shares under Rule 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

TSS, Inc. Chief Executive Officer Darryll E. Dewan reported an open-market sale of 50,000 shares of common stock at $16.00 per share. After this transaction, he directly holds 504,471 shares of TSS common stock and has an additional 5,000 shares reported as indirectly owned through his spouse. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on December 15, 2025, indicating the trades were scheduled in advance rather than timed discretionarily.

Insider Trade Summary 10b5-1

Net Seller: 50,000 shares ($800,000)

Net Sell 2 txns

Insider Dewan Darryll E

Role Chief Executive Officer

Sold 50,000 shs ($800K)

Type	Security	Shares	Price	Value
Sale	Common Stock	50,000	$16.00	$800K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 504,471 shares (Direct, null); Common Stock — 5,000 shares (Indirect, By Spouse)

Footnotes (1)

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Key Figures

Shares sold: 50,000 shares Sale price: $16.00 per share Direct holdings after sale: 504,471 shares +3 more

6 metrics

Shares sold 50,000 shares Open-market sale of common stock

Sale price $16.00 per share Transaction price for the 50,000-share sale

Direct holdings after sale 504,471 shares Common stock directly owned post-transaction

Indirect holdings by spouse 5,000 shares Common stock reported as owned by spouse

Net shares sold 50,000 shares Net-buy/sell shares in transaction summary

Trading plan adoption date December 15, 2025 Date CEO adopted Rule 10b5-1 trading plan

Key Terms

Rule 10b5-1 trading plan, open-market sale, indirect ownership, beneficial ownership

4 terms

Rule 10b5-1 trading plan regulatory

"The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

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.

indirect ownership financial

""ownership_type": "indirect""

beneficial ownership financial

"adopted by the Reporting Person on December 15, 2025."

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.

Form 4 Insider Transactions: What Each Field Means →

04/24/2026 - 04:06 PM

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^*

Dewan Darryll E

(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 Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/22/2026		S		50,000⁽¹⁾	D	$16	504,471	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 15, 2025.

	/s/ Christopher R. Johnson, Attorney-in-Fact	04/24/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did TSS, Inc. (TSSI) report for its CEO?

TSS, Inc. reported that CEO Darryll E. Dewan sold 50,000 shares of common stock at $16.00 per share. The filing classifies this as an open-market sale and shows his updated share ownership position after the transaction.

How many TSS, Inc. (TSSI) shares does the CEO hold after the sale?

After selling 50,000 shares, CEO Darryll E. Dewan directly holds 504,471 shares of TSS common stock. The filing also reports 5,000 additional shares as indirectly owned through his spouse, giving investors a clearer view of his total reported stake.

What price did the TSS, Inc. (TSSI) CEO receive for the shares sold?

The CEO’s open-market sale involved 50,000 shares of TSS common stock at a transaction price of $16.00 per share. This price figure comes directly from the Form 4 and is a key reference point for the reported insider transaction.

What does indirect ownership by spouse mean in the TSS, Inc. (TSSI) filing?

The filing lists 5,000 shares of TSS common stock as indirectly owned “By Spouse.” This means those shares are reported as part of the CEO’s beneficial ownership through his spouse, rather than being held directly in his own name.