TSS SVP receives 2,500 shares, surrenders 304 for tax

TSS, Inc. Senior Vice President Kieran Brennan reported routine equity compensation activity involving company common stock.

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Rhea-AI Filing Summary

TSS, Inc. Senior Vice President Kieran Brennan reported routine equity compensation activity involving company common stock. He acquired 2,500 shares through the vesting of restricted stock tied to financial performance goals that were achieved. Of these, 1,250 shares vested on March 23, 2026, and 1,250 shares are scheduled to vest on January 1, 2027, contingent on continued employment and subject to forfeiture.

In a related tax-withholding step, 304 shares were surrendered back to the company at $12.40 per share to satisfy tax obligations arising from the vesting. After these transactions, Brennan directly holds 281,333 shares of TSS common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Brennan Kieran

Role Senior Vice President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,500	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	304	$12.40	$4K

Holdings After Transaction: Common Stock — 281,333 shares (Direct)

Footnotes (2)

F1. These shares of common stock represent restricted stock granted to Mr. Brennan that are subject to financial performance vesting criteria that has been achieved. The restricted stock vests in installments as follows assuming Mr. Brennan remains employed through the applicable vesting dates: (1) 1,250 shares vested on March 23, 2026, and (2) 1,250 shares will vest on January 1, 2027, and are subject to forfeiture.
F2. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock awards.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did TSS, Inc. (TSSI) report for Kieran Brennan?

TSS, Inc. reported that Senior Vice President Kieran Brennan had 2,500 restricted shares vest based on achieved performance criteria, and 304 shares were surrendered back to the company to cover related tax withholding obligations, leaving him with 281,333 directly held common shares.

Were Kieran Brennan’s TSSI stock transactions open-market buys or sells?

The transactions were not open-market trades. Brennan received 2,500 shares as a restricted stock vesting tied to performance, and 304 shares were surrendered to TSS, Inc. solely to satisfy tax withholding obligations associated with that vesting event.

How many TSS, Inc. shares does Kieran Brennan hold after these Form 4 transactions?

Following the reported transactions, Kieran Brennan directly holds 281,333 shares of TSS, Inc. common stock. This figure reflects the vesting of 2,500 restricted shares and the surrender of 304 shares to cover tax obligations related to those restricted stock awards.

What are the vesting terms for Kieran Brennan’s 2,500 restricted TSSI shares?

The 2,500 restricted shares are tied to financial performance criteria that have been achieved. According to the disclosure, 1,250 shares vested on March 23, 2026, while the remaining 1,250 shares are scheduled to vest on January 1, 2027, subject to continued employment and possible forfeiture.

Why were 304 TSS, Inc. shares surrendered at $12.40 by Kieran Brennan?

The 304 shares were surrendered back to TSS, Inc. at $12.40 per share to satisfy tax withholding obligations from the vesting of restricted stock. This type of tax-withholding disposition is a common administrative step and is not treated as an open-market sale.

Does Kieran Brennan’s Form 4 for TSSI indicate any remaining unvested restricted stock?

Yes. The disclosure indicates that of the 2,500 restricted shares linked to achieved performance criteria, 1,250 remained unvested as of the report date and are scheduled to vest on January 1, 2027, assuming Brennan remains employed and the awards are not forfeited.

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

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Accepted by SEC EDGAR 03/25/2026 - 09:34 PM EDT

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^*

Brennan Kieran

(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)
	Senior Vice President

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)
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	03/23/2026		A		2,500⁽¹⁾	A	$0	281,637	D
Common Stock	03/23/2026		F		304⁽²⁾	A	$12.4	281,333	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)
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. These shares of common stock represent restricted stock granted to Mr. Brennan that are subject to financial performance vesting criteria that has been achieved. The restricted stock vests in installments as follows assuming Mr. Brennan remains employed through the applicable vesting dates: (1) 1,250 shares vested on March 23, 2026, and (2) 1,250 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.

Remarks:

	/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)

Source: View Original Filing on SEC EDGAR