TLSNasdaq

TELOS CORP

Services-Computer Integrated Systems Design · MD · CIK 320121

Telos offers technology solutions and services empowering and protecting security-conscious organizations with cybersecurity, identity, and network security

red 8-K · 90d

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$342M

Market cap

$4.51

Last close

+0.2%

+5.1%

714K

Volume

Price · last 39 sessions+3.2%

May 4L $4.10 · H $5.24Jun 29

305

Total filings

May 28, 2026

Last filing

12/31

Fiscal year end

All 8-K · 135 10-Q · 82 10-K · 28 DEF 14A · 22 SC 13G · 12 DEFA14A · 6 8-K/A · 4 SC 13D · 4

Insider Activity

In the 90 days to Mar 19, 2026: 2 sold $425K.

Date	Insider	Action	Shares	Price	Value
Mar 19, 2026	Dockery Derrick D.Director	Sell	4,100	$4.18	$17K
Mar 18, 2026	Robbins Edward Hutchinson Jr.EVP, General Counsel	Sell	64,527	$4.02	$259K
Mar 17, 2026	Robbins Edward Hutchinson Jr.EVP, General Counsel	Sell	37,096	$4.01	$149K
Dec 12, 2025	Schaufeld FredrickDirector	Sell	22,239	$6.02	$134K
Dec 11, 2025	Bendza Gary MarkEVP, CFO	Sell	242,337	$6.19	$1.5M
Dec 4, 2025	Wood John BChairman and CEO	Sell	150,000	$5.58	$837K
Dec 4, 2025	Schaufeld FredrickDirector	Sell	11,078	$5.60	$62K
Dec 3, 2025	Wood John BChairman and CEO	Sell	150,000	$5.59	$839K
Dec 3, 2025	Schaufeld FredrickDirector	Sell	63,743	$5.64	$360K
Nov 26, 2025	Schaufeld FredrickDirector	Sell	81,947	$5.75	$471K
Nov 25, 2025	Schaufeld FredrickDirector	Sell	155,794	$5.87	$915K
Nov 11, 2025	Bendza Gary MarkEVP, CFO	Sell	57,663	$7.19	$415K

Open-market buys & sells (Form 4, transaction codes P/S). Source: SEC structured insider data.

What Changed

Risk factors · Mar 10, 2025 → Mar 16, 2026

87 added · 71 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.

Newly disclosed

For example, AI algorithms may be flawed, insufficient, of poor quality, rely upon incorrect or inaccurate data, reflect unwanted forms of bias, or contain other errors or inadequacies, any of which may not be easily detectable;
The impairment analysis determined that the reporting unit's carrying value exceeded its estimated fair value as a result of continued contraction of Secure Networks' backlog in 2025.
We have historically had, and from time to time continue to have, contracts with or for the U.S. federal government that are subject to confidentiality and/or security restrictions (for example, and without limitation, contracts involving classified information and classified programs).
In the fourth quarter of 2025, we conducted a quantitative goodwill impairment analysis on the Secure Networks reporting unit.
Our systems and operations or those of our third-party providers and partners could be exposed to damage, interruption, security breach and other risks from, among other things, computer viruses, other malicious software, and other cyberattacks.
AI has been known to produce false or “hallucinatory” inferences or outputs; our use of AI can present ethical issues and may subject us to new or heightened legal, regulatory, ethical, or other challenges; and inappropriate or controversial data practices by developers and end-users, or other factors adversely affecting public opinion of AI, could impair the acceptance of AI solutions, including those incorporated in our products and services.
Further, AI-related changes to our products and services may affect our customers' expectation or requirements in ways we cannot adequately anticipate or adapt to; and may result to unsatisfied customers or inability to operate profitably and sustainably.
For all these reasons, our pursuit of an acquisition, partnership, investment, divestiture, merger, or joint venture could cause its actual results to differ materially from those anticipated and/or negatively affect our business. 18 Table of Contents Public confidence in, and acceptance of, identity platforms and biometrics generally, and our solutions and services specifically, will be a key factor in our business’s continued growth.
In January 2025, the then-new Administration began increasing tariff rates on numerous products from a range of nations.
There are significant risks involved in using AI and no assurances can be provided that our use of AI will enhance our products or services, produce the intended results or keep pace with the use of AI by our competitors.
Accordingly, we recognized a non-cash goodwill impairment of $14.9 million as of December 31, 2025.
We executed a restructuring plan in early 2023 and implemented additional restructuring actions in the third quarter of 2024 and fourth quarter of 2025 to better align our operations with strategic priorities, resulting in restructuring-related costs.

No longer disclosed

The increases in payment processing fees, any disruption in our payment processing systems, material changes in the payment network, delays in receiving payments from third-party payment processors, or changes to rules or regulations concerning payment processing could adversely impact our results of operations. 19 Table of Contents Goodwill and intangible assets represent significant assets on our balance sheet and any impairment on these assets could negatively impact our results of operations, and shareholders' equity.
We are continuing to develop and refine our disclosure controls, internal control over financial reporting and other procedures that are designed to ensure information required to be disclosed by us in our consolidated financial statements and in the reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers.
For all these reasons, our pursuit of an acquisition, partnership, investment, divestiture, merger, or joint venture could cause its actual results to differ materially from those anticipated and/or negatively affect our business.
As a result, we recognized an impairment loss on intangible assets of $11.7 million as of December 31, 2024.
Additionally, as the Real ID Act will require passengers having compliant identification to travel by air in the United States by May 7, 2025, such regulation, if not extended, may decrease the number of travelers with compliant identification and, therefore, negatively impact the demand for our PreCheck services, which could materially adversely affect our business, results of operations and financial condition.
We executed the restructuring plan in early 2023, incurring restructuring-related costs, including employee severance and related benefit costs and external consulting and advisory fees related to the implementation of the restructuring plan.
Any future impairment of goodwill and intangible assets could have a negative impact on our results of operations and shareholders' equity in the period in which they are recognized.
In addition, we undertook another restructuring action in the third quarter of 2024 in an effort to optimize our strategic priorities, and incurred severance and related benefit costs.
Our future success is dependent on our ability to develop, integrate, and effectively utilize AI technologies especially in our Xacta solution.
Artificial Intelligence is an emerging technology and may involve significant risks and uncertainties.
To the extent possible, these risks are mitigated by our ability to maintain and improve information security governance policies, enhanced processes and internal security controls, including our ability to escalate and respond to known and potential risks.
Finally, the detection, prevention and remediation of known or potential security vulnerabilities, including those arising from third-party hardware or software, may result in additional financial burdens due to additional direct and indirect costs, such as additional infrastructure capacity spending to mitigate any system degradation. 12 Table of Contents If our customers do not renew their subscriptions or contracts for our solutions and services and expand our relationships with them, our revenue could decline and our results of operations would be adversely impacted.

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