Robbins Edward Hutchinson Jr. 4

What Happened

• Edward Hutchinson, EVP and General Counsel of Telos Corp (TLS), received 270,386 shares on 2026-02-02 upon the vesting of performance stock units (PSUs). The award shares were recorded at $0.00 acquisition price.
• To satisfy tax withholding related to the vesting, Telos withheld 134,042 of those shares (reported as a disposition) at an implied value of $5.53 per share, totaling approximately $741,252. This was a withholding for taxes, not a sale to a third party.
• Net new shares retained by the insider from this vesting: 270,386 − 134,042 = 136,344 shares (increase in beneficial holdings).

Key Details

• Transaction date: 2026-02-02; Form 4 filed: 2026-02-04 (filed within the standard two-business-day window).
• Award: 270,386 shares acquired upon vesting (recorded at $0.00 per share).
• Tax withholding: 134,042 shares withheld at $5.53/share for ~$741,252 (disposition code F).
• Reporting notes: F1 — shares from vesting of performance share units; F2 — shares withheld to satisfy tax withholding; no shares were sold to a third party.
• Shares owned after transaction: Not specified in the filing.

Context

• This was a vesting of PSUs (an award), not an open-market purchase or voluntary sale. Withholding shares to cover taxes is a common administrative action and does not necessarily indicate a change in the insider’s market view.
• For retail investors, awards increase insider exposure when shares remain with the insider; here the insider kept a net 136,344 shares after withholding.