MARROTT KARL TODD 4

What Happened

• Karl Todd Marrott, Chief Operating Officer of TSS, Inc. (TSSI), was granted 5,000 restricted shares on March 23, 2026 (reported on Form 4). The grant was recorded at $0.00 per share. To satisfy tax withholding on the vested portion, Marrott surrendered 609 shares at $12.40 each (proceeds/value = $7,552).

Key Details

• Transaction dates: March 23, 2026 (grant and withholding); Form 4 filed March 25, 2026 (timely).
• Grant: 5,000 restricted shares @ $0.00 (transaction code A).
• Tax withholding: 609 shares surrendered @ $12.40 = $7,552 (transaction code F).
• Vesting schedule (footnote): 2,500 shares vested on March 23, 2026; remaining 2,500 will vest on January 1, 2027, subject to forfeiture if employment conditions are not met (footnote F1).
• Shares surrendered were to satisfy tax withholding obligations related to the vesting (footnote F2).
• Shares owned after the transaction: not specified in the filing.

Context

• This was an award of restricted stock (not an open-market purchase or sale). The immediate surrender of shares was a net-share/tax-withholding action to cover taxes on the vested portion, not a market sale for investment purposes.
• Restricted stock grants can reflect compensation or retention incentives; they do not by themselves signal a personal buy or sell decision.