Cooke Malcolm G. 4

What Happened

• Malcolm G. Cooke, Vice President and Chief Information Technology Officer of Telos Corp (TLS), received equity awards on May 26, 2026. The filing shows two grants: 52,787 restricted share units (RSUs) and 19,004 performance‑based RSUs, recorded at a $0 acquisition price (standard for awards). Total potential shares = 71,791.
• The time‑based RSUs are subject to forfeiture until vested and will be settled in common stock. The performance RSUs are contingent rights that convert to shares only if Telos meets specified Total Shareholder Return (TSR) goals versus peers during the performance period.

Key Details

• Transaction date: 2026-05-26; Form 4 filed 2026-05-27 (timely).
• Grant details: 52,787 RSUs (time‑based) and 19,004 performance RSUs; both recorded at $0.00 per share.
• Vesting (time‑based): 1/3 vests on May 26, 2027; 1/3 on May 26, 2028; 1/3 on May 26, 2029.
• Vesting (performance RSUs): contingent on TSR vs. peers for period June 1, 2026–May 31, 2029.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Transaction code: A (award/grant); performance RSUs reported as derivative awards.
• No indication in the filing of a 10b5‑1 plan, tax‑withholding sale, or late filing.

Context

• These awards are compensation, not open‑market purchases or sales. RSUs typically vest over time and are subject to forfeiture until vesting, so they are not immediate stock purchases or sales.
• Performance RSUs only convert to shares if the issuer meets specified performance targets; they are contingent and may never settle if targets aren’t met.