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TELOS CORP

For the period ended Mar 31, 2026. Filed May 11, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 11, 2026

TLS$7.17+48.8%Stored close · as of Nov 9, 2026

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. Stock-Based Compensation

  1. STOCK-BASED COMPENSATION

On May 7, 2026, the Company's stockholders approved Amendment No. 2 to the Amended and Restated 2016 Omnibus Long-Term Incentive Plan ("2016 LTIP") that increased the number of shares available for issuance under the 2016 LTIP by an additional 5,380,000 shares.

As of March 31, 2026, approximately 0.5 million shares of our common stock were available for future grants under the 2016 LTIP. There were no income tax benefits recognized on the share-based compensation expense (as reflected on the table below) for the three months ended March 31, 2026, and 2025.

Table 10.1: Details of Stock Compensation Expense by Statements of Operations Line Item
For the Three Months Ended
March 31, 2026March 31, 2025
(in thousands)
Cost of sales – services$216$190
Research and development21940
Selling, general and administrative2,5366,818
Total$2,971$7,048

Restricted Stock

Table 10.2: Restricted Stock Activity
Service-BasedPerformance-BasedTotal SharesWeighted-Average Grant Date Fair Value
Unvested outstanding units as of December 31, 20252,182,83610,861,85413,044,690$3.49
Granted991,756—991,7564.02
Vested(991,756)(2,420,691)(3,412,447)3.42
Forfeited(27,255)—(27,255)3.70
Unvested outstanding units as of March 31, 20262,155,5818,441,16310,596,744$3.27

As of March 31, 2026, and 2025, the intrinsic value of the restricted stock units with time-base vesting ("RSUs") and restricted stock units with performance-based vesting ("PSUs") outstanding, exercisable, and vested or expected to vest was $44.4 million and $29.5 million, respectively. There were approximately $6.8 million of total compensation costs related to stock-based awards not yet recognized as of March 31, 2026, which is expected to be recognized on a straight-line basis over a weighted-average remaining vesting period of 0.4 years.

Stock Options

Table 10.3: Stock Option Activity
Stock Options OutstandingWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (in years)Aggregate Intrinsic Value
Outstanding option balance as of December 31, 2025227,000$1.807.4$749,100
Granted——0.0—
Exercised——0.0—
Forfeited, cancelled, or expired——0.0—
Outstanding option balance as of March 31, 2026227,000$1.807.1$542,530
Exercisable stock option as of March 31, 2026227,000$1.807.1$542,530

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the quoted closing price of the Company's common stock as of March 31, 2026.

The fair value of the stock options is expensed on a straight-line basis over the vesting period ofone year, including the stock options granted to directors, as the next annual stockholders meeting is expected to occur at the same approximate time each year.

As of March 31, 2026, there wereno unrecognized compensation costs related to non-vested stock options.

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