Current Report · Items 2.02, 5.02, 8.01, 9.01 · 8-K
TSS, Inc.
TSSINASDAQEQUITYCurrent
Results of Operations and Financial Condition · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other Events
Item 2.02. Results of Operations and Financial condition. On Thursday, November 13, 2025, TSS, Inc. (the “Company”), issued a press release reporting certain financial results of the Company for the three and nine months ended September 30, 2025. A copy of the press release is being furnished herewith as Exhibit 99.1. The Company’s press release contains non-GAAP financial measures.…
Filed Nov 13, 2025Accepted Nov 13, 2025, 4:17 PM ESTCIK 1320760Accession 0001654954-25-012990
Company context
TSS specializes in simplifying the complex. The TSS mission is to streamline the integration and deployment of high-performance computing infrastructure and software, ensuring that end users quickly receive and efficiently utilize the necessary technology. Known for flexibility, the company builds, integrates, and deploys custom, high-volume solutions that empower data centers and catalyze the digital transformation of generative AI and other leading-edge technologies essential for modern computing, data, and business needs. TSS' reputation is built on passion and experience, quality, and fast time to value. As trusted partners of the world's leading data center technology providers, the company manages and deploys billions of dollars in technology each year. For more information, visit www.tssiusa.com.
Current securities
Disclosure sections
Items 2.02, 5.02, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 2.02Item 2.02 - Results of Operations
Item 2.02. Results of Operations and Financial condition.
On Thursday, November 13, 2025, TSS, Inc. (the “Company”), issued a press release reporting certain financial results of the Company for the three and nine months ended September 30, 2025. A copy of the press release is being furnished herewith as Exhibit 99.1.
The Company’s press release contains non-GAAP financial measures. Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Disclosure regarding definitions of these measures used by the Company and why the Company’s management believes the measures provide useful information to investors is also included in the press release.
The Company will conduct a conference call to discuss its financial results on Thursday, November 13, 2025, at 5:00 p.m. Eastern Time.
The information under Item 2.02 of this Report, including Exhibit 99.1 attached hereto, 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.
This report may contain “forward-looking statements” - that is, statements related to future - not past - events, plans, and prospects. In this context, forward-looking statements may address matters such as our expected future business and financial performance, and often contain words such as “guidance,” “prospects,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “should,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Particular uncertainties that could adversely or positively affect the Company's future results include: we may not have sufficient resources to fund our business and may need to issue debt or equity to obtain additional funding; our reliance on a significant portion of our revenues from a limited number of customers and our ability to diversify our customer base; risks relating to operating in a highly competitive industry; risks relating to supply chain challenges; risk related to changes in labor market conditions; risks related to the implementation of a new enterprise resource IT system; risk related to the development of our procurement and reseller services business; risks relating to rapid technological, structural, and competitive changes affecting the industries we serve; risks involved in properly managing complex projects; risks relating to the possible cancellation of customer contracts on short notice; risks relating our ability to continue to implement our strategy, including having sufficient financial resources to carry out that strategy; and other risks and uncertainties disclosed in our filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 11, 2025 Vivek Mohindra was appointed to the board of directors of TSS, Inc. (the “Company”) as a Class III director for a term expiring at the 2026 Annual Meeting of Stockholders and until his successor is duly elected and qualified. In connection with the appointment of Dr. Mohindra to the board, the Company granted Dr. Mohindra options to acquire 6,000 shares of the Company’s common stock, and Dr. Mohindra will receive an annual retainer of $40,000 for his board service.
Dr. Mohindra, age 57, currently serves as the Special Advisor to the Vice Chair and Chief Operating Officer of Dell Technologies since June 2025, where he works on special projects related to growth and AI. Dr. Mohindra previously served as the Senior Vice President and Chief Strategy Officer, and as Senior Vice President, Client Solutions Group, focused on as-a-service and thin client business of Dell Technologies starting in May 2020. From 2013 to 2020, Dr. Mohindra was a General Partner at New Science Ventures, where he led the technology investments segment of the firm. From 2010 to 2013, Dr. Mohindra served as an Operating Group Partner of TPG Capital working with portfolio companies on strategy, growth and operational issues, and with deal teams on due diligence. From 2008 to 2011, Dr. Mohindra served as Senior Vice President of Strategy and Business Transformation for Freescale Semiconductor, focused on portfolio strategy, operations improvements and preparing for Freescale Semiconductor's initial public offering. Dr. Mohindra has earned a Bachelor of Engineering degree from the Indian Institute of Technology, a Master of Science and PhD in chemical engineering as well as a Master of Business Administration from the Massachusetts Institute of Technology.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On November 13, 2025, the Company issued a press release announcing Dr. Mohindra’s appointment to the Company’s board of directors. A copy of the press release is attached hereto as Exhibit 99.2.
Filed exhibits (2)
EX-99.1 (by filename) tssi_ex991.htmEX-99.1
2
tssi_ex991.htm
PRESS RELEASE
tssi_ex991.htm
EXHIBIT 99.1
TSS Reports Third Quarter 2025 Financial Results
Year-to-date revenue of $184.8 million, up 88%
2025 Outlook Updated to Reflect Growth Investments
GEORGETOWN, TEXAS - Nov. 13, 2025 - TSS, Inc. (Nasdaq: TSSI), a data center services company that integrates AI and other high-performance computing infrastructure and software and provides related data center services, today reported results for its third quarter ended September 30, 2025.
“Our year-to-date revenue growth of 88% and Adjusted EBITDA improvement of 59% underscore the strength and momentum of our business. This quarter’s procurement revenues reflect a comparison against last year’s exceptionally strong Q3 results. In our Systems Integration business, where we deliver infrastructure to serve the exploding AI market, the volume of racks we integrated was lower than expected due to unforeseen operational requirements. We have implemented new procedures and processes and are seeing dramatically higher rack volumes in our fourth quarter. Costs reflect a full quarter of our new factory that in the third quarter were not matched by the additional revenues…
Open exhibit ↗EX-99.2 (by filename) tssi_ex992.htmEX-99.2
3
tssi_ex992.htm
PRESS RELEASE
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EXHIBIT 99.2
TSS Strengthens AI and High-Performance Computing Strategy with Appointment of
Technology Industry Veteran Vivek Mohindra to Board of Directors
GEORGETOWN, TEXAS - November 13, 2025 - TSS, Inc. (Nasdaq: TSSI), a data center services company that provides AI and high-performance computing infrastructure and software integration services, today announced the appointment of Vivek Mohindra to its Board of Directors. Mohindra has more than 25 years of experience in strategy, investment, and business transformation across the technology sector, with deep expertise in AI transformation.
“We are thrilled to welcome Vivek to the TSS Board at such a pivotal time for our company and the industry,” said Darryll Dewan, CEO of TSS. “His deep expertise in AI-driven transformation and go-to-market strategy at a global scale, with Dell Technologies, is directly applicable to our mission. Vivek’s strategic insights will be invaluable as we help our clients navigate the complexities of deploying and scaling AI infrastructure and reinforcing our position as a critical partner in the AI ecosystem.”
Mohindra currently serves as…
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