Griffin Mark D 4

What Happened
Mark D. Griffin, Executive Vice President, Security Solutions at Telos Corp (TLS), had 379,920 performance-based shares vest on Feb 2, 2026 (award, code A). Telos withheld 172,756 of those shares to cover tax withholding at an effective price of $5.53 per share (code F), resulting in $955,341 in tax withholding. The reporting person retained a net 207,164 shares from the vesting (379,920 - 172,756). This was an award/vesting event, not an open-market purchase or sale to a third party.

Key Details

• Transaction date: 2026-02-02 (reported on Form 4 filed 2026-02-04) — filing appears timely.
• Award: 379,920 shares acquired at $0.00 per share (vesting of performance share units).
• Withholding: 172,756 shares disposed/withheld at $5.53 per share to satisfy taxes = $955,341; reporting person did not sell shares to a third party.
• Net shares retained from the vesting: 207,164 shares.
• Footnotes: F1 confirms shares were acquired upon vesting of performance share units; F2 explains the share withholding for tax obligations (cashless withholding vs. open-market sale).

Context
This transaction reflects the vesting of performance stock units (a common form of executive compensation) and routine tax withholding via share retention. The withholding is recorded as a disposition on the Form 4 but is not an open-market sale that would indicate an intent to liquidate holdings. For investors, awards increase insider exposure to the company; tax-withholding disposals are standard and do not necessarily signal personal trading decisions.