Groowe Groowe BETA / Newsroom
⏱ News is delayed by 15 minutes. Sign in for real-time access. Sign in

Form 8-K

sec.gov

8-K — TELOS CORP

Accession: 0000320121-26-000034

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0000320121

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tls-20260810.htm (Primary)

EX-99.1 (q22026earningspressrelease.htm)

EX-99.2 (q22026june302026financialr.htm)

GRAPHIC (image_0.jpg)

GRAPHIC (image_telos.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: tls-20260810.htm · Sequence: 1

tls-20260810

0000320121false00003201212026-08-102026-08-10

.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 10, 2026

Date of Report (Date of earliest event reported)

TELOS CORPORATION

(Exact name of registrant as specified in its charter)

Maryland 001-08443 52-0880974

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

19886 Ashburn Road,

Ashburn, Virginia

20147-2358

(Address of principal executive offices) (Zip Code)

(703) 724-3800

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol Name of each exchange on which registered

Common stock, $0.001 par value per share TLS The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  ☐

.

.

Item 2.02.    Results of Operations and Financial Condition.

On Monday, August 10, 2026, Telos Corporation (the “Company”) issued a press release announcing a conference call to discuss its financial results for the quarter ended June 30, 2026, and posted those financial results on its website. A copy of the press release and financial results for the quarter ended June 30, 2026 are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

The Company will conduct a conference call to discuss its financial results on Monday, August 10, 2026, at 9:30 a.m., Eastern Time. A live broadcast of the conference call along with a supplemental presentation will be available to the public through links on the Investor Relations section of the Company’s website (https://investors.telos.com).

The information in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is furnished pursuant to Item 2.02 of this Current Report on Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

99.1

Press Release, issued August 10, 2026

99.2

Second Quarter 2026 Financial Results

104 Inline XBRL for the cover page of this Current Report on Form 8-K.

.

.

S I G N A T U R E S

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TELOS CORPORATION

By: /s/ Mark Bendza

Mark Bendza

Chief Financial Officer

Date: August 10, 2026

.

EX-99.1

EX-99.1

Filename: q22026earningspressrelease.htm · Sequence: 2

Document

Exhibit 99.1

Telos Corporation Announces Second Quarter 2026 Earnings

Ashburn, Va. – August 10, 2026 – Telos Corporation (NASDAQ: TLS), a leading provider of cyber, cloud and enterprise security solutions for the world’s most security-conscious organizations, has posted its 2026 second quarter financial results on its investor relations website at https://investors.telos.com.

Telos will host a live webcast to discuss its second quarter 2026 financial results today, August 10, 2026, at 9:30 a.m. ET. To access the webcast, visit https://edge.media-server.com/mmc/p/yjs9gxmi.

Related presentation materials will be available in the investors section of the Company’s website. In addition, an archived webcast will be posted on the website approximately two hours after the live event concludes.

About Telos Corporation

Telos Corporation (NASDAQ: TLS) empowers and protects the world’s most security-conscious organizations with efficient, adaptable, and secure solutions that safeguard people, systems, and information. We deliver advanced capabilities across cyber governance, risk, and compliance (GRC) with Xacta®; identity and biometric solutions; secure networks and communications; and TSA PreCheck® enrollment services. Serving the U.S. federal government, regulated industries, and global enterprises, Telos helps customers stay ahead of evolving threats, accelerate compliance, and achieve mission success. Driven by purpose and guided by our core values, we build trusted partnerships, deliver superior solutions, and help create a more secure, interconnected world. Learn more at https://www.telos.com.

Media: media@telos.com

Investors: InvestorRelations@telos.com

EX-99.2

EX-99.2

Filename: q22026june302026financialr.htm · Sequence: 3

Document

Exhibit 99.2

Second Quarter 2026 Financial Results

August 10, 2026

Telos Corporation Reports 33% Revenue Growth and Continued Robust Cash Flow Margins; Raises Full Year Profit Guidance

•Substantial Growth: Revenue grew 33% year-over-year to $47.7 million, exceeding guidance, and driven by 44% growth in Security Solutions primarily due to the expansion of large programs in Telos ID.

•Healthy Gross Margins: GAAP Gross Margin and Cash Gross Margin1 both exceeded guidance assumptions and expanded YoY primarily due to performance of Telos ID. GAAP Gross Margin was 35.0% and Cash Gross Margin1 was 40.6%.

•Disciplined Cost Management: GAAP Operating Expenses declined 25% year-over-year primarily due to lower stock-based compensation expense. Adjusted Operating Expenses1 declined 6% primarily due to restructuring and ongoing cost management initiatives.

•Expanded Operating Margins: GAAP Net Income was $0.7 million; Adjusted EBITDA1 was $6.9 million, exceeding guidance. GAAP Net Income Margin was 1.4%; Adjusted EBITDA Margin1 expanded from 1.1% to 14.4% year-over-year primarily due to revenue growth in Telos ID and lower operating expenses.

•Robust Cash Flow Margins: Cash Flow from Operations was $8.8 million or 18.5% of revenue. Free Cash Flow1 increased 43% year-over-year to $6.6 million. Free Cash Flow Margin1 was 13.9% and represents the sixth consecutive quarter over 12.0%.

•Continued Share Repurchases: Deployed $4.7 million to repurchase over 1.0 million shares at an average price of $4.50 per share.

•Forecast: Sequential revenue growth and ongoing share repurchases in the third quarter. Raising full year profit outlook on slightly lower revenues.

Financial Guidance for the Third Quarter and Full Year Ending December 31, 2026

Third Quarter Full Year

Prior Updated

Revenue $49.2 million - $50.6 million $187 million - $200 million $187 million - $195 million

Year-Over-Year Growth  (4%) - (2%) 14% - 21% 14% - 18%

Adjusted EBITDA2

$6.0 million - $6.8 million $20.6 million - $28.0 million $23.6 million - $28.6 million

Adjusted EBITDA Margin2

12.2% - 13.4% 11.0% - 14.0% 12.6% - 14.7%

1 Cash Gross Margin, Adjusted Operating Expenses, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Margin are non-GAAP financial measures. Refer to “Non- GAAP Financial Measures” below.

2Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. The Company has not provided a reconciliation to the most directly comparable GAAP measures to these forward-looking non-GAAP financial measures because certain items are out of the Company’s control or cannot be reasonably predicted. Accordingly, reconciliations of forward-looking Adjusted EBITDA and Adjusted EBITDA Margin are not available without unreasonable effort.

Second Quarter 2026 Financial Highlights

Three Months Ended

June 30, 2026 June 30, 2025

(amounts in millions, except per share data)

Revenue $ 47.7  $ 36.0

Gross Profit $ 16.7  $ 11.9

Gross Margin 35.0  % 33.2  %

Adjusted Gross Profit1

$ 16.9  $ 12.1

Adjusted Gross Margin1

35.4  % 33.6  %

Cash Gross Profit1

$ 19.4  $ 13.8

Cash Gross Margin1

40.6  % 38.4  %

GAAP Net Income (Loss) $ 0.7  $ (9.5)

GAAP Net Income (Loss) Margin 1.4  % (26.5  %)

Adjusted Net Income (Loss)1

$ 3.4  $ (2.3)

EBITDA1

$ 3.7  $ (7.4)

Adjusted EBITDA1

$ 6.9  $ 0.4

Adjusted EBITDA Margin1

14.4  % 1.1  %

GAAP EPS, basic $ 0.01  $ (0.13)

Weighted-average Shares of Common Stock Outstanding, basic (GAAP) 74.9  73.2

GAAP EPS, diluted2

$ 0.01  $ (0.13)

Weighted-average Shares of Common Stock Outstanding, diluted/basic2 (GAAP)

77.5  73.2

Adjusted EPS1

$ 0.04  $ (0.03)

Weighted-average Shares of Common Stock Outstanding, diluted/basic2 (non-GAAP)

77.5  73.2

Cash Flow from Operations $ 8.8  $ 7.0

Free Cash Flow1

$ 6.6  $ 4.6

Free Cash Flow Margin1

13.9  % 12.9  %

1 Adjusted Gross Profit, Adjusted Gross Margin, Cash Gross Profit, Cash Gross Margin, Adjusted Net Income (Loss), EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EPS, Free Cash Flow, and Free Cash Flow Margin are non-GAAP financial measures. Refer to "Non-GAAP Financial Measures" below.

2 This line is labeled “diluted/basic” because for a period of net loss, potentially dilutive shares are not included in the calculation of diluted earnings (loss) per share, because to do so would be anti-dilutive. For the second quarter of 2025, the basic and diluted weighted-average share of common stock outstanding are the same due to a Net Loss position.

Forward-Looking Statements

This summary contains forward-looking statements, including all of the information described as “forecast” or “guidance”, which are made under the safe harbor provisions of the federal securities laws. These statements are based on the Company’s management’s current beliefs, expectations and assumptions about future events, conditions, and results and on information currently available to them. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company believes that these risks and uncertainties include, but are not limited to, those described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth from time to time in the Company’s filings and reports with the U.S. Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2025, and its Quarterly Reports on Form 10-Q, as well as future filings and reports by the Company, copies of which are available at https://investors.telos.com and on the SEC’s website at www.sec.gov.

Although the Company bases these forward-looking statements on assumptions that its management believes are reasonable when made, the Company cautions the reader that forward-looking statements are not guarantees of future performance and that the Company’s actual results of operations, financial condition and liquidity, and industry developments may differ materially from statements made in or suggested by the forward-looking statements contained in this summary. Given these risks, uncertainties, and other factors, many of which are beyond its control, the Company cautions the reader not to place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date of such statement and, except as required by law, the Company undertakes no obligation to update any forward-looking statement publicly, or to revise any forward-looking statement to reflect events or developments occurring after the date of the statement, even if new information becomes available in the future. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

2

Non-GAAP Financial Measures

In addition to our results determined in accordance with U.S. GAAP, we believe the non-GAAP financial measures of EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Incremental Adjusted EBITDA, Incremental Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted Earnings Per Share ("EPS"), Adjusted Gross Profit, Adjusted Gross Margin, Cash Gross Profit, Cash Gross Margin, Adjusted Operating Expenses, Cash Operating Expenses, Free Cash Flow and Free Cash Flow Margin are useful in evaluating our operating and cash flow performance. We believe that this non-GAAP financial information, when taken collectively with our GAAP results, may be helpful to readers of our financial statements because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. The non-GAAP financial information is presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies. A reconciliation is provided below for each of these non-GAAP financial measures to the most directly comparable financial measure stated in accordance with GAAP.

Telos believes that EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Incremental Adjusted EBITDA, Incremental Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted EPS, Cash Operating Expenses, and Adjusted Operating Expenses provide the Board of Directors, management and investors with a clear representation of the Company’s core operating performance and trends, provide greater visibility into the long-term financial performance of the Company, and eliminate the impact of items that do not relate to the ongoing operating performance of the business. Further, Adjusted EBITDA is used by the Board of Directors and management to prepare and approve the Company’s annual budget, and to evaluate the performance of certain management personnel when determining incentive compensation. Adjusted Gross Profit, Cash Gross Profit, Adjusted Gross Margin and Cash Gross Margin provide management and investors a clear representation of the core economics of gross profit and gross margin without the impact of non-cash expenses and sunk costs expended. Telos uses Free Cash Flow and Free Cash Flow Margin to understand the cash flows that directly correspond with our operations and the investments the Company must make in those operations, using a methodology that combines operating cash flows and capital expenditures. Further, Free Cash Flow may be useful to management and investors in evaluating the Company's operating and cash flow performance and liquidity, and the Board of Directors uses this measure to evaluate the performance of certain management personnel when determining incentive compensation. Telos believes these non-GAAP financial measures facilitate the comparison of the Company’s operating and cash performance on a consistent basis between periods by excluding certain items that may, or could, have a disproportionately positive or negative impact on the Company’s results of operations in any particular period. When viewed in combination with the Company’s results prepared in accordance with GAAP, these non-GAAP financial measures help provide a broader picture of factors and trends affecting the Company’s results of operations.

EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Incremental Adjusted EBITDA, Incremental Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted EPS, Adjusted Gross Profit, Adjusted Gross Margin, Cash Gross Profit, Cash Gross Margin, Adjusted Operating Expenses, Cash Operating Expenses, Free Cash Flow and Free Cash Flow Margin are supplemental measures of operating and cash flow performance that are not made under GAAP and do not represent, and should not be considered as an alternative to gross profit, gross margin, net (loss) income, earnings per share, operating expenses or net cash flows (used in) provided by operating activities, as determined by GAAP.

The Company defines EBITDA as net income (loss), adjusted for non-operating (income) expense, interest expense, provision for (benefit from) income taxes, and depreciation and amortization. The Company defines Adjusted EBITDA as EBITDA, adjusted for stock-based compensation expense, impairment loss on goodwill and intangible assets, and restructuring expenses (adjustments). The Company defines EBITDA Margin, as EBITDA as a percentage of total revenue. The Company defines Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of total revenue. The Company defines Incremental Adjusted EBITDA as the net change between current and prior year Adjusted EBITDA. The Company defines Incremental Adjusted EBITDA Margin as Incremental Adjusted EBITDA as a percentage of the net change between current and prior year total revenue. The Company defines Adjusted Net Income (Loss) as net (loss) income, adjusted for non-operating (income) expense, stock-based compensation expense, impairment loss on goodwill and intangible assets, and restructuring expenses (adjustments). The Company defines Adjusted EPS as Adjusted Net Income (Loss) divided by the weighted-average number of common shares outstanding for the period. The Company defines Adjusted Gross Profit as gross profit, plus stock-based compensation expense, impairment loss on intangible assets, and restructuring expenses charged under cost of sales. The Company defines Adjusted Gross Margin as Adjusted Gross Profit as a percentage of total revenue. The Company defines Cash Gross Profit as Adjusted Gross Profit, plus depreciation and amortization. The Company defines Cash Gross Margin as Cash Gross Profit as a percentage of total revenue. The Company defines Adjusted Operating Expenses as operating expenses, adjusted for stock-based compensation expenses, impairment loss on goodwill and intangible assets, and restructuring expenses (adjustments). The Company defines Cash Operating Expenses as Adjusted Operating Expenses, adjusted for depreciation and amortization, and capitalized software development costs. Free Cash Flow is defined as net cash (used in) provided by operating activities, less net purchases of property and equipment, and capitalized software development costs. The Company defines Free Cash Flow Margin as Free Cash Flow as a percentage of total revenue.

3

EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Incremental Adjusted EBITDA, Incremental Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted EPS, Adjusted Gross Profit, Adjusted Gross Margin, Cash Gross Profit, Cash Gross Margin, Adjusted Operating Expenses, Cash Operating Expenses, Free Cash Flow, and Free Cash Flow Margin each has limitations as an analytical tool, and you should not consider any of them in isolation, or as a substitute for analysis of results as reported under GAAP. Among other limitations, each of EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Incremental Adjusted EBITDA, Incremental Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted EPS, Adjusted Gross Profit, Adjusted Gross Margin, Cash Gross Profit, Cash Gross Margin, Adjusted Operating Expenses, Cash Operating Expenses, Free Cash Flow and Free Cash Flow Margin does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments, does not reflect the impact of certain cash and non-cash charges resulting from matters considered not to be indicative of ongoing operations, and does not reflect income tax expense or benefit. Other companies in the Company’s industry may calculate Adjusted EBITDA, Adjusted EBITDA Margin, Incremental Adjusted EBITDA, Incremental Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted EPS, Adjusted Gross Profit, Adjusted Gross Margin, Cash Gross Profit, Cash Gross Margin, Adjusted Operating Expenses, Cash Operating Expenses, Free Cash Flow and Free Cash Flow Margin differently than Telos does, which limits its usefulness as a comparative measure. Because of these limitations, neither EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Incremental Adjusted EBITDA, Incremental Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted EPS, Adjusted Gross Profit, Adjusted Gross Margin, Cash Gross Profit, Cash Gross Margin, Adjusted Operating Expenses, Cash Operating Expenses, Free Cash Flow, nor Free Cash Flow Margin should be considered as a replacement for gross profit, gross margin, net (loss) income, earnings per share, operating expenses, net cash flows (used in) provided by operating activities, or operating cash flow margin as determined by GAAP, or as a measure of profitability. Telos compensates for these limitations by relying primarily on the Company’s GAAP results and using non-GAAP measures only for supplemental purposes.

About Telos Corporation

Telos Corporation (NASDAQ: TLS) empowers and protects the world’s most security-conscious organizations with efficient, adaptable, and secure solutions that safeguard people, systems, and information. We deliver advanced capabilities across cyber governance, risk, and compliance (GRC) with Xacta®; identity and biometric solutions; secure networks and communications; and TSA PreCheck® enrollment services. Serving the U.S. federal government, regulated industries, and global enterprises, Telos helps customers stay ahead of evolving threats, accelerate compliance, and achieve mission success. Driven by purpose and guided by our core values, we build trusted partnerships, deliver superior solutions, and help create a more secure, interconnected world. Learn more at www.telos.com.

Media:

media@telos.com

Investors:

InvestorRelations@telos.com

4

TELOS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

For the Three Months Ended For the Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

(in thousands, except per share amounts)

Revenue – Security Solutions $ 46,662  $ 32,474  $ 92,632  $ 58,292

Revenue – Secure Networks 1,083  3,494  2,855  8,292

Total revenue 47,745  35,968  95,487  66,584

Cost of sales – Security Solutions (excluding depreciation and amortization) 27,651  19,462  54,165  32,719

Cost of sales – Secure Networks (excluding depreciation and amortization) 888  2,859  2,145  6,533

Depreciation and amortization 2,514  1,715  5,110  3,218

Total cost of sales 31,053  24,036  61,420  42,470

Gross profit 16,692  11,932  34,067  24,114

Operating expenses:

Research and development expenses 1,345  1,512  2,702  3,083

Selling, general and administrative expenses 15,037  20,303  29,600  39,936

Total operating expenses 16,382  21,815  32,302  43,019

Operating income (loss) 310  (9,883) 1,765  (18,905)

Other income 501  553  1,198  1,114

Interest expense (107) (141) (218) (288)

Income (loss) before income taxes 704  (9,471) 2,745  (18,079)

Provision for income taxes (44) (46) (62) (42)

Net income (loss) $ 660  $ (9,517) $ 2,683  $ (18,121)

Net income (loss) per share:

Basic $ 0.01  $ (0.13) $ 0.04  $ (0.25)

Diluted $ 0.01  $ (0.13) $ 0.03  $ (0.25)

Weighted-average shares outstanding:

Basic 74,895  73,163  74,361  72,940

Diluted 77,547  73,163  77,576  72,940

5

TELOS CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

June 30, 2026 December 31, 2025

(in thousands, except per share amount and share data)

Assets:

Cash and cash equivalents $ 50,647  $ 53,180

Accounts receivable, net 18,000  17,000

Inventories, net 4,917  996

Prepaid expenses 7,562  10,565

Deferred program expenses 13,920  10,006

Other current assets 1,779  2,666

Total current assets 96,825  94,413

Property and equipment, net 2,490  3,071

Finance lease right-of-use assets, net 3,560  4,170

Operating lease right-of-use assets, net 298  410

Goodwill 3,006  3,006

Intangible assets, net 29,213  30,281

Other assets 4,357  4,513

Total assets $ 139,749  $ 139,864

Liabilities and Stockholders' Equity

Liabilities:

Accounts payable $ 6,390  $ 4,087

Accrued liabilities 5,673  6,900

Accrued compensation and benefits 8,985  12,309

Contract liabilities – current portion 17,220  11,223

Finance lease obligations – current portion 2,113  2,033

Operating lease obligations – current portion 255  232

Total current liabilities 40,636  36,784

Contract liabilities – non-current portion 874  1,124

Finance lease obligations – non-current portion 4,536  5,608

Operating lease obligations – non-current portion 62  186

Deferred income taxes 57  53

Other liabilities 171  159

Total liabilities 46,336  43,914

Commitments and contingencies

Stockholders’ equity:

Common stock, $0.001 par value, 250,000,000 shares authorized, 74,736,789 shares and 72,773,272 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

113  111

Additional paid-in capital 454,611  459,828

Accumulated other comprehensive loss (101) (96)

Accumulated deficit (361,210) (363,893)

Total stockholders’ equity 93,413  95,950

Total liabilities and stockholders’ equity $ 139,749  $ 139,864

6

TELOS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Three Months Ended For the Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

(in thousands)

Cash flows from operating activities:

Net income (loss) $ 660  $ (9,517) $ 2,683  $ (18,121)

Adjustments to reconcile net income (loss) to cash flows from operations:

Stock-based compensation 3,213  7,757  6,184  14,805

Depreciation and amortization 3,347  2,509  6,776  4,845

Loss on disposal of fixed assets 1  —  52  —

Provision for inventory obsolescence 42  —  42  —

Amortization of debt issuance costs 9  18  17  35

Deferred income taxes 2  31  4  27

Provision for (recovery from) doubtful accounts —  (15) 1  (20)

Changes in operating assets and liabilities:

Accounts receivable (1,576) (341) (1,001) 86

Inventories (817) (1,373) (1,942) (1,079)

Prepaid expenses, deferred program expenses, other current assets and other assets 7,069  (4,655) 4,445  (1,933)

Accounts payable (594) 9,628  (2,158) 9,540

Accrued compensation and benefits 325  226  (208) 601

Contract liabilities (953) 6,207  5,746  6,114

Accrued liabilities and other liabilities (1,895) (3,525) (3,152) (1,844)

Net cash provided by operating activities 8,833  6,950  17,489  13,056

Cash flows from investing activities:

Capitalized software development costs (1,970) (2,187) (4,102) (4,401)

Purchases of property and equipment (246) (134) (391) (257)

Net cash used in investing activities (2,216) (2,321) (4,493) (4,658)

Cash flows from financing activities:

Payment of tax withholding related to net share settlement of equity awards (1,007) (958) (7,626) (1,062)

Repurchases of common stock (4,691) (4,002) (6,889) (4,002)

Payments under finance lease obligations (501) (462) (992) (914)

Payments for debt issuance costs —  —  (21) —

Net cash used in financing activities (6,199) (5,422) (15,528) (5,978)

Net change in cash, cash equivalents, and restricted cash 418  (793) (2,532) 2,420

Cash, cash equivalents, and restricted cash, beginning of period 50,370  57,930  53,320  54,717

Cash, cash equivalents, and restricted cash, end of period $ 50,788  $ 57,137  $ 50,788  $ 57,137

7

NON-GAAP FINANCIAL MEASURES

(Unaudited)

Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA; Net Income (Loss) Margin to EBITDA Margin and Adjusted EBITDA Margin; Incremental Net Income (Loss) and Net Income (Loss) Margin to Incremental Adjusted EBITDA and Incremental Adjusted EBITDA Margin

For the Three Months Ended For the Six Months Ended

June 30, 2026 June 30, 2025 Year-over-Year Change June 30, 2026 June 30, 2025 Year-over-Year Change

Amount Margin Amount Margin Amount Margin Amount Margin Amount Margin Amount Margin

Net income (loss) $ 660  1.4 % $ (9,517) (26.5 %) $ 10,177  86.4 % $ 2,683  2.8 % $ (18,121) (27.2 %) $ 20,804  72.0 %

Other income (501) (1.0 %) (553) (1.5 %) 52  0.5 % (1,198) (1.3 %) (1,114) (1.7 %) (84) (0.3 %)

Interest expense 107  0.2 % 141  0.4 % (34) (0.3 %) 218  0.2 % 288  0.4 % (70) (0.3 %)

Provision for income taxes 44  0.1 % 46  0.1 % (2) — % 62  0.1 % 42  0.1 % 20  0.1 %

Depreciation and amortization 3,347  7.0 % 2,509  7.0 % 838  7.1 % 6,776  7.1 % 4,845  7.3 % 1,931  6.7 %

EBITDA (Non-GAAP) 3,657  7.7 % (7,374) (20.5 %) 11,031  93.7 % 8,541  8.9 % (14,060) (21.1 %) 22,601  78.2 %

Stock-based compensation expense (1)

3,213  6.7 % 7,757  21.6 % (4,544) (38.6 %) 6,184  6.5 % 14,805  22.2 % (8,621) (29.8 %)

Adjusted EBITDA (Non-GAAP) $ 6,870  14.4 % $ 383  1.1 % $ 6,487  55.1 % $ 14,725  15.4 % $ 745  1.1 % $ 13,980  48.4 %

Total revenues $ 47,745  $ 35,968  $ 11,777  $ 95,487  $ 66,584  $ 28,903

(1) The stock-based compensation expense to EBITDA is made up of stock-based compensation expense for the awarded RSUs, PSUs, and stock options, and other sources. Stock-based compensation expense for the awarded RSUs, PSUs and stock options was $1.9 million and $3.7 million for the three and six months ended June 30, 2026, respectively, and $6.8 million and $12.3 million, for the three and six months ended June 30, 2025, respectively. Stock-based compensation expense from other sources was $1.3 million and $2.5 million for the three and six months ended June 30, 2026, respectively, and $1.0 million and $2.5 million for the three and six months ended June 30, 2025, respectively. The other sources of stock-based compensation consist of accrued compensation, which the Company intends to settle in shares of the Company's common stock. However, the Company has the discretion to determine whether this compensation will ultimately be paid in stock or cash up until the date at which it is paid. Any change to the expected payment form would result in out-of-quarter adjustments to this add back to Adjusted EBITDA.

8

Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss); EPS to Adjusted EPS

For the Three Months Ended For the Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

(in thousands, except per share data)

Net income (loss) $ 660  $ (9,517) $ 2,683  $ (18,121)

Adjustments:

Other income (501) (553) $ (1,198) $ (1,114)

Stock-based compensation expense(1)

3,213  7,757  $ 6,184  $ 14,805

Adjusted net income (loss) (Non-GAAP) $ 3,372  $ (2,313) $ 7,669  $ (4,430)

Earnings (loss) per share, diluted $ 0.01  $ (0.13) $ 0.03  $ (0.25)

Adjustments:

Other income (0.01) (0.01) (0.01) (0.01)

Stock-based compensation expense(1)

0.04  0.11  0.08  0.20

Adjusted earnings (loss) per share, diluted (Non-GAAP) $ 0.04  $ (0.03) $ 0.10  $ (0.06)

Weighted-average shares to compute GAAP earnings (loss) per share, diluted 77,547  73,163  77,576  72,940

Weighted-average shares to compute non-GAAP earnings (loss) per share, diluted 77,547  73,163  77,576  72,940

(1) The stock-based compensation expense to net income (loss) is made up of stock-based compensation expense for the awarded RSUs, PSUs, and stock options, and other sources. Stock-based compensation expense for the awarded RSUs, PSUs and stock options was $1.9 million and $3.7 million for the three and six months ended June 30, 2026, respectively, and $6.8 million and $12.3 million for the three and six months ended June 30, 2025, respectively. Stock-based compensation expense from other sources was $1.3 million and $2.5 million for the three and six months ended June 30, 2026, respectively and $1.0 million and $2.5 million for the three and six months ended June 30, 2025, respectively. The other sources of stock-based compensation consist of accrued compensation, which the Company intends to settle in shares of the Company's common stock. However, the Company has the discretion to determine whether this compensation will ultimately be paid in stock or cash up until the date at which it is paid. Any change to the expected payment form would result in out-of-quarter adjustments to this add back to Adjusted Net Income (Loss).

Reconciliation of Gross Profit to Adjusted Gross Profit and Cash Gross Profit; Gross Margin to Adjusted Gross Margin and Cash Gross Margin

For the Three Months Ended For the Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Amount Margin Amount Margin Amount Margin Amount Margin

(dollars in thousands)

Gross profit $ 16,692  35.0% $ 11,932  33.2% $ 34,067  35.7% $ 24,114  36.2%

Adjustments:

Stock-based compensation expense — cost of sales 202  0.4% 149  0.4% 418  0.4% 339  0.5%

Adjusted gross profit (Non-GAAP) 16,894  35.4% 12,081  33.6% 34,485  36.1% 24,453  36.7%

Depreciation and amortization — cost of sales 2,514  5.2% 1,715  4.8% 5,110  5.4% 3,218  4.9%

Cash gross profit (Non-GAAP) $ 19,408  40.6% $ 13,796  38.4% $ 39,595  41.5% $ 27,671  41.6%

9

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow and Free Cash Flow Margin

For the Three Months Ended For the Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

(dollars in thousands)

Net cash provided by operating activities $ 8,833  $ 6,950  $ 17,489  $ 13,056

Adjustments:

Capitalized software development costs (1,970) (2,187) (4,102) (4,401)

Purchases of property and equipment (246) (134) (391) (257)

Free cash flow (Non-GAAP) $ 6,617  $ 4,629  $ 12,996  $ 8,398

Revenue $ 47,745  $ 35,968  $ 95,487  $ 66,584

Operating cash flow margin 18.5  % 19.3  % 18.3  % 19.6  %

Free cash flow margin (Non-GAAP) 13.9  % 12.9  % 13.6  % 12.6  %

Reconciliation of Operating Expenses to Adjusted Operating Expenses and Cash Operating Expenses

For the Three Months Ended For the Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

(in thousands)

Operating expenses $ 16,382  $ 21,815  $ 32,302  $ 43,019

Adjustments:

Stock-based compensation expense (3,011) (7,608) (5,766) (14,466)

Adjusted operating expenses (Non-GAAP) 13,371  14,207  26,536  28,553

Depreciation and amortization (833) (794) (1,666) (1,627)

Software R&D capitalized costs 1,945  2,149  3,987  4,419

Cash operating expenses (Non-GAAP) $ 14,483  $ 15,562  $ 28,857  $ 31,345

10

GRAPHIC

GRAPHIC

Filename: image_0.jpg · Sequence: 7

Binary file (40303 bytes)

Download image_0.jpg

GRAPHIC

GRAPHIC

Filename: image_telos.jpg · Sequence: 8

Binary file (40303 bytes)

Download image_telos.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 10

v3.26.1

Cover

Aug. 10, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Aug. 10, 2026

Entity Registrant Name

TELOS CORPORATION

Entity Incorporation, State or Country Code

MD

Entity File Number

001-08443

Entity Tax Identification Number

52-0880974

Entity Address, Address Line One

19886 Ashburn Road

Entity Address, City or Town

Ashburn

Entity Address, State or Province

VA

Entity Address, Postal Zip Code

20147-2358

City Area Code

703

Local Phone Number

724-3800

Title of 12(b) Security

Common stock, $0.001 par value per share

Trading Symbol

TLS

Security Exchange Name

NASDAQ

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Entity Central Index Key

0000320121

Amendment Flag

false

X

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration