Telos Corp 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:001-08443 (Exact name of registrant as specified in its charter) 52-0880974(I.R.S. Employer Identification No.)20147-2358(Zip Code) Registrant's telephone number, including area code:(703)724-3800 Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading symbolName of each exchange on which registeredCommon stock, $0.001 par value per shareTLSThe Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smallerreporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June30, 2024 wasapproximately $212.6million based upon the last reported sale price of the registrant's common stock on The Nasdaq Stock MarketLLC as of the close of business on that day. As of March3, 2025, the registrant had outstanding72,552,120shares of common stock. DOCUMENTSINCORPORATED BY REFERENCE: Portions of the registrant's definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities andExchange Commission within 120 days after the end of the registrant's fiscal year ended December31, 2024 are incorporated byreference in Part III of this Annual Report on Form 10-K. Item 9B.Other Information74Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspection74PART IIIItem 10.Directors, Executive Officers and Corporate Governance75Item 11.Executive Compensation75Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters75Item 13.Certain Relationships and Related Transactions, and Director Independence75Item 14.Principal Accounting Fees and Services75PART IVItem 15.Exhibits and Financial Statement Schedules76Item 16.Form 10-K Summary77Signatures78 Special Note Regarding Forward-Looking Statements This annual report contains statements that constitute forward-looking statements within the meaning of Section 27A of the SecuritiesAct of 1933 and Section 21E of the Securities Exchange Act of 1934. In addition, in the future the Company, and others on its behalf,may make statements that constitute forward-looking statements. Such forward-looking statements may include, without limitation,statements relat