• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI Executive AssistantNEW
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI Executive AssistantNEW
  • Settings
  • RSS Feeds
PublishGo to AppAI Helper
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI employees for your businessNEW
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form S-8 filed by Telos Corporation

    5/9/25 4:11:11 PM ET
    $TLS
    EDP Services
    Technology
    Get the next $TLS alert in real time by email
    S-8 1 telosforms-8amendmentno1xl.htm S-8 Document

    As filed with the Securities and Exchange Commission on May 9, 2025
     Registration Statement No. 333-
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549
    FORM S-8
    REGISTRATION STATEMENT
    UNDER
    THE SECURITIES ACT OF 1933
     teloslogoa.jpg
    TELOS CORPORATION
    (Exact name of registrant as specified in its charter)
    Maryland52-0880974
    (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
    19886 Ashburn Road, Ashburn, Virginia
    20147-2358
    (Address of principal executive offices)(Zip Code)

    TELOS CORPORATION AMENDED AND RESTATED 2016 Omnibus LONG-TERM Incentive Plan
    (Full title of the plan)
    E. Hutchinson Robbins, Jr.
    Executive Vice President and General Counsel
    19866 Ashburn Road
    Ashburn, Virginia 20147
    (703) 726-2270
    (Name, address, including zip code, and telephone number, including area code, of agent for service)
    Copies to:
    Christopher R. Johnson
    Miles & Stockbridge P.C.
    100 Light Street
    Baltimore, Maryland 21202
    (410) 727-6464
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
    Large accelerated filer
    ¨
    Accelerated filerx
    Non-accelerated filer
    ¨
    Smaller reporting company
    x
    Emerging growth company
    ¨
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨



    EXPLANATORY NOTE
    Telos Corporation, a Maryland corporation (the “Registrant”), is filing this registration statement on Form S-8 (this “Registration Statement”) to register 4,900,000 additional shares of the Registrant’s common stock, $0.001 par value per share (the “Common Stock”), issuable under the Registrant’s 2016 Omnibus Long-Term Incentive Plan (as Amended and Restated as of May 21, 2024) (the “LTIP”). On March 28, 2025, the Registrant filed with the Securities and Exchange Commission (the “Commission”) a definitive proxy statement that included a proposal to adopt an additional amendment to the LTIP (the “First Amendment”) to, among other things, increase the number of shares of Common Stock available for issuance under the LTIP by 4,900,000 shares. The proposal to adopt the First Amendment was approved by the Registrant’s stockholders at its 2025 Annual Meeting of Stockholders on May 8, 2025.
    In accordance with General Instruction E of Form S-8, the Registrant hereby incorporates by reference into this Registration Statement the contents of the prior registration statements on Form S-8 relating to the LTIP, filed with the Commission on January 25, 2021 (File No. 333-252400), May 11, 2023 (File No. 333-271832) and May 23, 2024 (File No. 333-279654), including any amendments thereto or filings incorporated therein, except as modified, supplemented or superseded by the information set forth below.
    PART II
    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
    Item 3. Incorporation of Documents by Reference.
    The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement, excluding information and exhibits deemed furnished (but not filed) pursuant to Item 2.02, Item 7.01 or Item 9.01 of our Forms 8-K listed below:
    (a)the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on March 10, 2025;
    (b)the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed on May 9, 2025;
    (c)the Registrant’s Current Report on Form 8-K, filed on May 9, 2025; and
    (d)the description of the Registrant’s Common Stock, par value $0.001 per share, contained in the Registrant’s Registration Statement on Form 8-A filed on November 17, 2020 (File No. 001-08443) under the Securities Exchange Act of 1934 (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
    All documents that the Registrant files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such prior statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.



    Item 8. Exhibits.
    Exhibit No.
     
    Description of Exhibit
    4.1
     
    Second Articles of Amendment and Restatement of Telos Corporation, dated November 12, 2020 (Incorporated by reference to Exhibit 3.2 filed with the Company’s Form 8-K filed on November 16, 2020).
    4.2
     
    Fourth Amended and Restated Bylaws of Telos Corporation, effective as of November 7, 2023 (Incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K filed on November 9, 2023).
    4.3
     
    Telos Corporation Amended and Restated 2016 Omnibus Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 filed with the Registrant's Form 8-K filed on May 22, 2024.
    5.1
    *
    Opinion of Miles & Stockbridge P.C.
    23.1
    *
    Consent of PricewaterhouseCoopers LLP
    23.2
    *
    Consent of Miles & Stockbridge P.C. (incorporated herein by reference from Exhibit 5.1).
    24.1
    *
    Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement).
    107.1
    *
    Filing Fee Table.
    *Filed herewith



    SIGNATURES
    Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashburn, Commonwealth of Virginia, on May 9, 2025.
     
    TELOS CORPORATION
     
     
     
     
    By:
    /s/ John B. Wood
     
     
    John B. Wood
     
     
    Chief Executive Officer and Chairman of the Board
    (Principal Executive Officer)
    POWER OF ATTORNEY
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John B. Wood and E. Hutchinson Robbins, Jr. as his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of the registrant on the dates and in the capacities indicated. This document may be executed by the signatories hereto on any number of counterparts, all of which shall constitute one and the same instrument.
    Name
    Position
    Date
    /s/ John B. Wood
    May 9, 2025
    John B. Wood
    Chief Executive Officer (Principal Executive Officer),
    Chairman of the Board and Director



    /s/ Mark Bendza
    May 9, 2025
    Mark Bendza
    Chief Financial Officer (Principal Executive Officer)
     
     
    /s/ Victoria Harding
     
    May 9, 2025
    Victoria Harding
    Controller and Chief Accounting Officer (Principal Executive Officer)
    /s/ David Borland
    May 9, 2025
    David Borland
    Director



    /s/ Bonnie L. Carroll
     
    May 9, 2025
    Bonnie L. Carroll
    Director



    /s/ Fredrick D. Schaufeld
     
    May 9, 2025
    Fredrick D. Schaufeld
    Director
    /s/ John W. MaludaMay 9, 2025
    John W. MaludaDirector
    /s/ Bradley W. JacobsMay 9, 2025
    Bradley W. JacobsDirector
    /s/ Derrick DockeryMay 9, 2025
    Derrick DockeryDirector


    Get the next $TLS alert in real time by email

    Crush Q3 2025 with the Best AI Executive Assistant

    Stay ahead of the competition with Tailforce.ai - your AI-powered business intelligence partner.

    AI-Powered Inbox
    Context-aware email replies
    Strategic Decision Support
    Get Started with Tailforce.ai

    Recent Analyst Ratings for
    $TLS

    DatePrice TargetRatingAnalyst
    11/10/2023$2.75 → $4.50Neutral → Buy
    B. Riley Securities
    9/27/2023$2.50 → $4.00Market Perform → Outperform
    Northland Capital
    1/3/2023$5.00Outperform → Market Perform
    Northland Capital
    11/15/2022$4.50 → $5.00Buy → Neutral
    B. Riley Securities
    11/9/2022$15.00 → $4.00Buy → Neutral
    DA Davidson
    9/12/2022$15.00Neutral → Outperform
    Wedbush
    2/25/2022$14.00Outperform → Market Perform
    BMO Capital
    1/19/2022$20.00Neutral → Buy
    Colliers Securities
    More analyst ratings

    $TLS
    Insider Purchases

    Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • Director Jacobs Bradley W. bought $13,400 worth of shares (4,000 units at $3.35), increasing direct ownership by 3% to 151,095 units (SEC Form 4)

      4 - TELOS CORP (0000320121) (Issuer)

      11/19/24 4:01:47 PM ET
      $TLS
      EDP Services
      Technology
    • Chairman and CEO Wood John B bought $379,159 worth of shares (158,644 units at $2.39), increasing direct ownership by 3% to 5,026,925 units (SEC Form 4)

      4 - TELOS CORP (0000320121) (Issuer)

      8/14/24 4:42:54 PM ET
      $TLS
      EDP Services
      Technology
    • Director Schaufeld Fredrick bought $621,494 worth of shares (250,000 units at $2.49) (SEC Form 4)

      4 - TELOS CORP (0000320121) (Issuer)

      8/14/24 4:37:56 PM ET
      $TLS
      EDP Services
      Technology

    $TLS
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • Chairman and CEO Wood John B was granted 172,212 shares and covered exercise/tax liability with 77,668 shares, increasing direct ownership by 2% to 5,184,365 units (SEC Form 4)

      4 - TELOS CORP (0000320121) (Issuer)

      7/2/25 4:23:08 PM ET
      $TLS
      EDP Services
      Technology
    • EVP, CFO Bendza Gary Mark was granted 85,997 shares and covered exercise/tax liability with 38,785 shares, increasing direct ownership by 7% to 741,020 units (SEC Form 4)

      4 - TELOS CORP (0000320121) (Issuer)

      7/2/25 4:21:06 PM ET
      $TLS
      EDP Services
      Technology
    • EVP, Security Solutions Griffin Mark D was granted 67,642 shares and covered exercise/tax liability with 30,507 shares, increasing direct ownership by 4% to 1,000,393 units (SEC Form 4)

      4 - TELOS CORP (0000320121) (Issuer)

      7/2/25 4:18:34 PM ET
      $TLS
      EDP Services
      Technology

    $TLS
    SEC Filings

    See more
    • Telos Corporation filed SEC Form 8-K: Leadership Update

      8-K - TELOS CORP (0000320121) (Filer)

      5/23/25 4:03:13 PM ET
      $TLS
      EDP Services
      Technology
    • SEC Form S-8 filed by Telos Corporation

      S-8 - TELOS CORP (0000320121) (Filer)

      5/9/25 4:11:11 PM ET
      $TLS
      EDP Services
      Technology
    • SEC Form 10-Q filed by Telos Corporation

      10-Q - TELOS CORP (0000320121) (Filer)

      5/9/25 4:08:17 PM ET
      $TLS
      EDP Services
      Technology

    $TLS
    Financials

    Live finance-specific insights

    See more
    • Office Depot and Telos Corporation Surpass 160 TSA PreCheck® Enrollment Locations Nationwide

      BOCA RATON, Fla. and ASHBURN, Va., Oct. 21, 2024 (GLOBE NEWSWIRE) -- Office Depot, an operating company of The ODP Corporation and a leading omnichannel retailer dedicated to supporting small business, home office, and education customers live more productive and organized lives, and Telos Corporation (NASDAQ:TLS), an authorized TSA PreCheck® enrollment provider, today announced the addition of twelve TSA PreCheck enrollment locations in California, Georgia, Kansas, Maryland, Missouri, North Carolina, Oregon, South Carolina, Tennessee, Texas and Washington. With these new locations, Telos now has 161 TSA PreCheck enrollment centers open in 28 states across the U.S., with 158 locations a

      10/21/24 7:55:00 AM ET
      $ODP
      $TLS
      Other Specialty Stores
      Consumer Discretionary
      EDP Services
      Technology
    • Telos Corporation Announces First Quarter Results: Delivers $50.2 Million of Revenue and Expands Gross Margin by Over 1,100 Basis Points Year over Year; Turns Cash Flow Positive for the Trailing Twelve Month Period

      Delivers Revenue of $50.2 Million, Above High End of Guidance RangeIncreased Gross Profit 30% Year over Year to $18.9 Million; Expanded Gross Margin Over 1,100 Basis Points Year over Year to 37.6%Generated $14.4 Million of Cash Flow from Operations and $0.5 Million of Free Cash Flow for the Trailing Twelve-Month PeriodReaffirming Full Year Guidance ASHBURN, Va., May 10, 2022 (GLOBE NEWSWIRE) -- Telos® Corporation (NASDAQ:TLS), a leading provider of cyber, cloud and enterprise security solutions for the world's most security-conscious organizations, today announced financial results for the first quarter 2022. "We delivered $50.2 million of revenue in the first quarter of 2022, above the

      5/10/22 7:33:27 AM ET
      $TLS
      EDP Services
      Technology
    • Telos Corporation Announces Fourth Quarter Results: Delivers 43% Sales Growth and Expands Gross Margin 196 Basis Points; Issues 2022 Guidance

      Increased Quarterly Revenue 43% to $64.1 Million; Driven by 37% Growth in Security Solutions and 49% Growth in Secure NetworksIncreased Quarterly Gross Profit 51% to $24.1 Million; Expanded Gross Margin 196 Basis Points to 37.7%Generated Full Year Cash Flow from Operations of $7.3 Million; a $9.4 Million Increase Over 2020 ASHBURN, Va., March 16, 2022 (GLOBE NEWSWIRE) -- Telos® Corporation (NASDAQ:TLS), a leading provider of cyber, cloud and enterprise security solutions for the world's most security-conscious organizations, today announced financial results for the fourth quarter and full year 2021. "We delivered reported revenue growth of 35%, 59% adjusted for the wind down of the 2020

      3/16/22 7:10:37 AM ET
      $TLS
      EDP Services
      Technology

    $TLS
    Leadership Updates

    Live Leadership Updates

    See more
    • Telos Corporation Announces Changes to Board of Directors

      Company appoints Bradley Jacobs and Derrick DockeryBernard Bailey will not stand for reelection after 16 years of service ASHBURN, Va., Jan. 21, 2022 (GLOBE NEWSWIRE) -- Telos® Corporation, a leading provider of cyber, cloud and enterprise security solutions for the world's most security-conscious organizations, today announced that Bradley Jacobs and Derrick Dockery have been appointed as new members of the company's board of directors. In addition, Telos announced that Bernard Bailey has chosen not to stand for re-election to the board of directors at its 2022 Annual Meeting of Stockholders.  "We are pleased to welcome Bradley Jacobs and Derrick Dockery to our board of directors," sai

      1/21/22 9:07:00 AM ET
      $TLS
      EDP Services
      Technology
    • Telos Corporation Appoints New Chief Financial Officer

      ASHBURN, Va., July 19, 2021 (GLOBE NEWSWIRE) -- Telos ® Corporation (NASDAQ:TLS), a leading provider of cyber, cloud and enterprise security solutions for the world's most security-conscious organizations, announced it has appointed Mark Bendza as executive vice president and chief financial officer, effective July 19, 2021. Bendza previously served as vice president in charge of investor relations at Honeywell International Inc. (NASDAQ:HON), where he led an award-winning investor relations program. He has over 20 years of experience with global companies in investor relations, business development, financial planning, analysis, financial strategy, mergers and acquisitions, and capital m

      7/19/21 7:28:57 AM ET
      $TLS
      $HON
      EDP Services
      Technology
      Aerospace
      Industrials
    • Telos Appoints TSA Veteran Nathan Lefebvre to Oversee Digital Identity Offerings

      ASHBURN, Va., March 09, 2021 (GLOBE NEWSWIRE) -- Telos® Corporation (NASDAQ: TLS), a leading provider of cyber, cloud and enterprise security solutions for the world’s most security-conscious organizations, today announced that Nathan Lefebvre has joined the company as a program manager to lead emerging digital identity programs in the transportation business sector. Lefebvre brings more than 20 years of experience to the role, having led major transportation security and screening programs for the Transportation Security Administration (TSA) and several leading technology companies. “Nathan’s extensive experience working with TSA will no doubt prove invaluable as we increase the momentum

      3/9/21 9:15:00 AM ET
      $TLS
      EDP Services
      Technology

    $TLS
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    See more
    • Telos Corporation upgraded by B. Riley Securities with a new price target

      B. Riley Securities upgraded Telos Corporation from Neutral to Buy and set a new price target of $4.50 from $2.75 previously

      11/10/23 8:14:05 AM ET
      $TLS
      EDP Services
      Technology
    • Telos Corporation upgraded by Northland Capital with a new price target

      Northland Capital upgraded Telos Corporation from Market Perform to Outperform and set a new price target of $4.00 from $2.50 previously

      9/27/23 9:05:18 AM ET
      $TLS
      EDP Services
      Technology
    • Telos Corporation downgraded by Northland Capital with a new price target

      Northland Capital downgraded Telos Corporation from Outperform to Market Perform and set a new price target of $5.00

      1/3/23 9:16:00 AM ET
      $TLS
      EDP Services
      Technology

    $TLS
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • Telos Corporation Reaches 350 TSA PreCheck Enrollment and Renewal Locations Nationwide

      ASHBURN, Va., June 23, 2025 (GLOBE NEWSWIRE) -- Telos Corporation (NASDAQ:TLS), an authorized enrollment provider, continues to expand its nationwide TSA PreCheck® enrollment network with the opening of 41 new TSA PreCheck enrollment locations in May and an additional 41 locations in June (as of June 23, 2025), bringing greater access to TSA PreCheck enrollment to travelers across the United States. Telos now has 350 TSA PreCheck enrollment centers open in 38 states across the U.S. The launch of these new enrollment centers represents the ongoing expansion of Telos' national TSA PreCheck enrollment footprint. Throughout 2025, Telos will continue delivering convenience to consumers by la

      6/23/25 8:20:30 AM ET
      $TLS
      EDP Services
      Technology
    • Telos Corporation Secures Multi-Million Dollar Contract Renewal with U.S. Air Force

      ASHBURN, Va., June 11, 2025 (GLOBE NEWSWIRE) -- Telos Corporation (NASDAQ:TLS), a leading provider of cyber, cloud and enterprise security solutions for the world's most security-conscious organizations, today announced a contract extension with the U.S. Air Force to help meet complex compliance requirements with Telos' flagship cyber governance, risk and compliance (GRC) platform, Xacta®. The Company secured a $3.7 million option year contract with the Air Force Intelligence Community, enabling the organization to automate a significant portion of its cyber GRC requirements across multiple environments – including top secret and secret networks – by implementing Xacta. "We're honored to

      6/11/25 8:15:00 AM ET
      $TLS
      EDP Services
      Technology
    • Telos Corporation Awarded $14M Contract with the Defense Information Systems Agency

      ASHBURN, Va., June 04, 2025 (GLOBE NEWSWIRE) -- Telos Corporation (NASDAQ:TLS), a leading provider of cyber, cloud and enterprise security solutions for the world's most security-conscious organizations, today announced that it was awarded the Defense Information System Agency (DISA) Organizational Messaging Branch contract in support of the DISA Organizational Messaging Service (OMS) Telos Automated Message Handling System (AMHS) product sustainment and support services. The contract is valued at $14 million over five years. DISA provides a range of assured messaging and directory services to the military, Joint Staff, Secretary of Defense, the Department of Defense, Combatant Comman

      6/4/25 8:38:35 AM ET
      $TLS
      EDP Services
      Technology

    $TLS
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • SEC Form SC 13G/A filed by Telos Corporation (Amendment)

      SC 13G/A - TELOS CORP (0000320121) (Subject)

      2/13/24 5:15:55 PM ET
      $TLS
      EDP Services
      Technology
    • SEC Form SC 13G/A filed by Telos Corporation (Amendment)

      SC 13G/A - TELOS CORP (0000320121) (Subject)

      2/9/23 11:35:13 AM ET
      $TLS
      EDP Services
      Technology
    • SEC Form SC 13G/A filed by Telos Corporation (Amendment)

      SC 13G/A - TELOS CORP (0000320121) (Subject)

      6/10/22 11:04:55 AM ET
      $TLS
      EDP Services
      Technology