Large equity awards for Telos (TLS) EVP and General Counsel

Rhea-AI Filing Summary

Robbins Edward Hutchinson Jr. reported acquisition or exercise transactions in this Form 4 filing.

Telos Corp EVP and General Counsel Edward Hutchinson Robbins Jr. reported new equity awards and updated holdings. He received 92,225 shares of common stock as restricted share units granted at $0.0000 per share. These units vest in three equal installments on May 26, 2027, May 26, 2028, and May 26, 2029, and will be settled in Telos common stock if not forfeited.

He was also granted 138,337 performance-based RSUs, each representing a contingent right to one share of common stock. These performance-based RSUs vest only if Telos’ common stock achieves a specified Total Shareholder Return versus peers during the performance period from June 1, 2026 through May 31, 2029. After these awards, he directly owns 652,313 shares of common stock and holds 15,904.6400 shares indirectly through a 401k plan.

Insights

Equity compensation analyst

Routine equity grants increase Telos EVP’s stock-based compensation and future alignment.

The filing shows Telos Corp granted its EVP and General Counsel 92,225 restricted shares and 138,337 performance-based RSUs. These are compensation awards at $0.0000 per share, not open-market purchases or sales, so they do not signal trading views.

The time-based RSUs vest annually on May 26 from 2027 to 2029, while the performance-based RSUs depend on Total Shareholder Return versus peers for the period June 1, 2026 to May 31, 2029. This ties part of the executive’s future equity to long-term stock performance.

Following the grants, the executive holds 652,313 common shares directly and 15,904.6400 shares via a 401k plan. Subsequent company filings may clarify how much of the performance-based award ultimately vests based on achieved shareholder returns.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Robbins Edward Hutchinson Jr.

Role EVP, General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Performance-Based RSUs	138,337	$0.00	--
Grant/Award	Common Stock	92,225	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance-Based RSUs — 138,337 shares (Direct, null); Common Stock — 652,313 shares (Direct, null); Common Stock — 15,904.64 shares (Indirect, By 401k plan)

Footnotes (1)

1. These shares of common stock represent restricted share units granted pursuant to an award agreement between the reporting person and the Issuer and are subject to forfeiture. The restricted share units awarded will vest and be settled in shares of Issuer common stock in installments as follows: (1) one-third will vest on May 26, 2027; (2) one-third will vest on May 26, 2028; and (3) one-third will vest on May 26, 2029. Each performance-based RSU presents a contingent right to receive one share of Issuer common stock. The performance-based RSUs vest upon the Issuer's common stock achieving a certain Total Shareholder Return relative to certain of the Issuer's peers during the performance period of June 1, 2026 through May 31, 2029.

Key Figures

Restricted share grant: 92,225 shares Performance-based RSUs granted: 138,337 units Direct common shares after grant: 652,313 shares +4 more

7 metrics

Restricted share grant 92,225 shares Common Stock RSUs granted at $0.0000 per share on May 26, 2026

Performance-based RSUs granted 138,337 units Each RSU represents a contingent right to one share of common stock

Direct common shares after grant 652,313 shares Total common stock directly owned following the reported transactions

401k plan holdings 15,904.6400 shares Common stock held indirectly through a 401k plan

RSU vesting dates May 26, 2027/2028/2029 Time-based RSUs vest in three equal annual installments

Performance period June 1, 2026–May 31, 2029 Window for TSR-based vesting of performance RSUs

Performance RSU expiration May 31, 2029 Expiration date for performance-based RSUs

Key Terms

restricted share units, performance-based RSU, Total Shareholder Return, 401k plan

4 terms

restricted share units financial

"These shares of common stock represent restricted share units granted pursuant to an award agreement"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

performance-based RSU financial

"Each performance-based RSU presents a contingent right to receive one share"

Performance-based RSUs are promises to deliver company stock to employees only if the firm or the individual meets preset financial or operational targets; they convert into actual shares when those goals are achieved. For investors, they matter because they link pay to results—shaping management incentives, affecting future share count and earnings reports, and signaling how confident leadership is about hitting measurable milestones (think of a bonus that only pays out if sales or profit goals are reached).

Total Shareholder Return financial

"achieving a certain Total Shareholder Return relative to certain of the Issuer's peers"

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

401k plan financial

"Common Stock ... nature_of_ownership: By 401k plan"

A 401(k) plan is an employer-sponsored retirement savings account that lets workers set aside part of their paycheck into investments, often with tax breaks and sometimes with matching contributions from the employer. Think of it as a workplace piggy bank that grows through employee contributions, optional company top-ups, and market returns; it matters to investors because it shapes household retirement security, drives large flows of money into public markets, and affects a company’s compensation costs and ability to attract and keep talent.

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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
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^*

Robbins Edward Hutchinson Jr.

(Last) (First) (Middle)

C/O TELOS CORPORATION

19886 ASHBURN ROAD

(Street)

ASHBURN VIRGINIA 20147

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TELOS CORP [ TLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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	05/26/2026		A		92,225(1)	A	$0	652,313	D
Common Stock								15,904.64	I	By 401k plan

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
Performance-Based RSUs	(2)	05/26/2026		A		138,337		(2)	05/31/2029	Common Stock	138,337	$0	138,337	D

Explanation of Responses:

1. These shares of common stock represent restricted share units granted pursuant to an award agreement between the reporting person and the Issuer and are subject to forfeiture. The restricted share units awarded will vest and be settled in shares of Issuer common stock in installments as follows: (1) one-third will vest on May 26, 2027; (2) one-third will vest on May 26, 2028; and (3) one-third will vest on May 26, 2029.

2. Each performance-based RSU presents a contingent right to receive one share of Issuer common stock. The performance-based RSUs vest upon the Issuer's common stock achieving a certain Total Shareholder Return relative to certain of the Issuer's peers during the performance period of June 1, 2026 through May 31, 2029.

Remarks:

	/s/ Helen M. Oh, attorney-in-fact	05/27/2026
	** 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 equity awards did Telos (TLS) grant to its EVP and General Counsel?

Telos granted EVP and General Counsel Edward Hutchinson Robbins Jr. 92,225 restricted common shares and 138,337 performance-based RSUs. Both awards were granted at $0.0000 per share as part of his stock-based compensation package.

How do the new restricted share units for Telos (TLS) EVP vest?

The 92,225 restricted share units vest in three equal installments. One-third vests on May 26, 2027, another third on May 26, 2028, and the final third on May 26, 2029, and each vested portion settles in Telos common stock.

What conditions apply to the performance-based RSUs reported for Telos (TLS) EVP?

The 138,337 performance-based RSUs each represent a contingent right to one Telos share. They vest only if Telos’ Total Shareholder Return versus selected peers meets specified thresholds during June 1, 2026 through May 31, 2029.

How many Telos (TLS) shares does the EVP own after these transactions?

After the reported grants, the EVP directly owns 652,313 shares of Telos common stock. He also indirectly holds 15,904.6400 shares through a 401k plan, reflecting retirement-related holdings separate from his direct ownership.

Did the Telos (TLS) EVP buy or sell shares on the open market in this Form 4?

No open-market buys or sells are shown. The Form 4 reports stock-based compensation grants—restricted shares and performance-based RSUs—awarded at $0.0000 per share, rather than discretionary purchases or sales in the market.

What is the performance period for the Telos (TLS) performance-based RSUs?

The performance-based RSUs measure Total Shareholder Return over a defined period. The performance window runs from June 1, 2026 through May 31, 2029, and vesting depends on Telos’ stock performance relative to peers during that time.