Bendza Gary Mark 4

What Happened
Gary Mark Bendza, EVP and Chief Financial Officer of Telos Corp (TLS), was granted two awards on 2026-05-26: 123,477 restricted share units (RSUs) and 185,216 performance-based RSUs. Both awards are reported at a grant price of $0.00 (typical for RSU grants) and were recorded as acquisitions on the Form 4. The time‑based RSUs vest in three equal installments (one‑third each) on May 26 of 2027, 2028 and 2029. The performance RSUs vest only if Telos’ total shareholder return meets specified relative performance targets over the performance period (June 1, 2026 – May 31, 2029).

Key Details

• Transaction date: 2026-05-26; Report filed: 2026-05-27 (timely).
• Awards: 123,477 time‑based RSUs (acquired) and 185,216 performance‑based RSUs (derivative award); reported price $0.00.
• Vesting: Time RSUs vest 1/3 on 5/26/2027, 1/3 on 5/26/2028, 1/3 on 5/26/2029. Performance RSUs vest subject to TSR relative to peers for the period 6/1/2026–5/31/2029.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnotes: F1 describes forfeiture and the three‑year installment schedule for the time‑based RSUs; F2 explains the performance RSUs are contingent on relative TSR over the performance period.
• Transaction code: A = Award/Grant. No 10b5‑1 plan, tax‑withholding, or late‑filing flags noted in the provided data.

Context
These grants are compensation and retention awards—not open‑market purchases or sales—and therefore do not directly signal insider buying or selling. Time‑based RSUs typically convert to shares upon vesting (at which point the recipient may sell some shares to cover taxes). Performance RSUs only convert to shares if the company meets the specified TSR criteria over the three‑year performance window. Retail investors should view this as typical executive compensation activity rather than an immediate trading signal.