Donna K. Hill - May 28, 2024 Form 4 Insider Report for TELOS CORP (TLS)

Role: VP, Human Resources
Signature: /s/ Helen M. Oh, attorney-in-fact
Stock symbol: TLS
Transactions as of: May 28, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/30/2024, 04:40 PM
Previous filing: May 20, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TLS	Common Stock						55.2K	May 28, 2024	Direct
holding	TLS	Common Stock						2.78K	May 28, 2024	Held in 401(k)

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TLS	Performance-Based RSUs	Award	$0	+47.3K		$0.00	47.3K	May 28, 2024	Common Stock	47.3K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each performance-based RSU presents a contingent right to receive one share of Issuer common stock. A specified number of performance-based RSUs will vest and be settled in shares of Issuer common stock upon Issuers common stock trading at or above a certain market price per share for 50 consecutive calendar days before December 31, 2026, as reported by the NASDAQ Global Market: (a) 8,591 units if trading at or above $6.00 per share; (b) 8,591 units if trading at or above $8 per share; (c) 12,886 units if trading at or above $10 per share; and (d) 17,182 units if trading at or above $12 per share. The reporting person may achieve one or more of these criteria. The Compensation Committee shall determine whether the performance criteria were met. The performance criteria are subject to equitable adjustment by the Compensation Committee in the event of the occurrence of extraordinary or unusual events, including without limitation acquisitions or dispositions.
F2	See Footnote 1.

Content

Each performance-based RSU presents a contingent right to receive one share of Issuer common stock. A specified number of performance-based RSUs will vest and be settled in shares of Issuer common stock upon Issuers common stock trading at or above a certain market price per share for 50 consecutive calendar days before December 31, 2026, as reported by the NASDAQ Global Market: (a) 8,591 units if trading at or above $6.00 per share; (b) 8,591 units if trading at or above $8 per share; (c) 12,886 units if trading at or above $10 per share; and (d) 17,182 units if trading at or above $12 per share. The reporting person may achieve one or more of these criteria. The Compensation Committee shall determine whether the performance criteria were met. The performance criteria are subject to equitable adjustment by the Compensation Committee in the event of the occurrence of extraordinary or unusual events, including without limitation acquisitions or dispositions.

See Footnote 1.