MARROTT KARL TODD 4

What Happened

• Karl Todd Marrott, Chief Operating Officer of TSS, Inc. (TSSI), was granted 250,000 restricted shares on June 27, 2024 (award code A) at $0.00 per share. The award vests in two installments: 125,000 shares vested on June 27, 2025 and 125,000 shares will vest on June 27, 2026 (see footnote F1).
• On June 27, 2025, 48,652 shares were surrendered (transaction code F) at $30.25 per share to satisfy tax withholding obligations related to the vesting. The surrendered shares correspond to a withholding value of $1,471,723 (footnote F2). This surrender was to cover taxes rather than an open-market sale.

Key Details

• Grant date and terms: 2024-06-27 — 250,000 restricted shares granted @ $0.00.
• Tax-withholding surrender: 2025-06-27 — 48,652 shares surrendered @ $30.25 for $1,471,723.
• Shares owned after transaction: total beneficial ownership after these events is not disclosed in this Form 4.
• Footnotes: F1 = restricted stock subject to forfeiture; vesting in two equal installments (2025, 2026). F2 = shares surrendered to the issuer to satisfy tax withholding.
• Filing timeliness: Form filed 2026-04-22 reporting a 2024 grant and a 2025 withholding — the report appears late relative to typical SEC reporting deadlines.

Context

• This filing documents an equity award (not a market purchase) and a routine tax-withholding action. The 48,652-share disposition was a surrender to the company to cover taxes (a common cashless-withholding mechanism), not an open-market sale, and therefore does not necessarily indicate a change in the insider’s view of the company.
• Awards and withholding are common forms of compensation for executives; purchases or sales on the open market generally provide clearer signals of personal conviction.