VSE Corporation Prices Upsized Public Offerings of Common Stock and Tangible Equity Units

Key Terms

senior amortizing note financial

A senior amortizing note is a loan-like security that must be paid back before other creditors and returns both interest and portions of the original loan (principal) regularly over its life. Think of it like a mortgage for a company: investors receive scheduled payments that include part of the principal and interest, which lowers the outstanding balance over time and gives a clearer, steadier repayment outlook. Its priority in payment reduces risk compared with lower-ranked debt, while the regular principal paydown affects long-term yield and liquidity.

prepaid stock purchase contract financial

A prepaid stock purchase contract is an agreement where an investor pays cash up front in exchange for the right to receive a company’s shares at a later date or upon certain conditions. For investors it matters because it provides immediate funding to the company while creating a future claim on equity that can dilute existing shareholders and affect share supply and price; think of it like paying a deposit now for stocks delivered later, often with pricing or timing rules attached.

threshold appreciation price financial

A threshold appreciation price is a pre-set share price level that, once reached, triggers a financial change such as extra payouts, accelerated vesting, conversion terms, or altered payouts in a contract. Investors care because it sets a clear milestone that can unlock value or change ownership economics the moment the market pushes the stock past that point — like a thermostat that turns on a different setting once a room hits a certain temperature.

Nasdaq Global Select Market regulatory

A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

prospectus supplement regulatory

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

shelf registration statement regulatory

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

underwritten public offering financial

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

MIRAMAR, Fla.--(BUSINESS WIRE)-- VSE Corporation (“VSE” or the “Company”) (NASDAQ: VSEC), a leading provider of aviation aftermarket distribution and repair services, announced today that it has priced its previously announced underwritten public offering of 3,989,362 shares of its common stock at a price to the public of $188.00 per share, representing approximately $750 million of shares of common stock, and its previously announced concurrent underwritten public offering of 8,000,000 of its 5.750% tangible equity units (the “Units”), with an aggregate stated amount of $400 million. The common stock offering was increased from $650 million to approximately $750 million, and the Units offering was increased from $350 million to approximately $400 million. VSE has also granted the underwriters in each of the offerings a 30-day option to purchase up to an additional 598,404 shares of common stock and 1,200,000 Units, as applicable. The common stock offering is expected to close on February 4, 2026, and the Units offering is expected to close on February 5, 2026, in each case subject to the satisfaction of customary closing conditions.

Net proceeds from the offerings are expected to be approximately $1.11 billion after deducting underwriting discounts and commissions and before estimated offering expenses (or up to approximately $1.28 billion if the underwriters of each of the offerings exercise in full their option to purchase additional shares of common stock and Units). VSE intends to use the net proceeds from the offerings to fund a portion of the purchase price of its previously announced acquisition of Precision Aviation Group, Inc., a portfolio company of GenNx360 Capital Partners (the “PAG Acquisition”).

Each Unit will be comprised of a prepaid stock purchase contract and a senior amortizing note due February 1, 2029, in each case issued by VSE. Unless earlier settled at the holder’s option or at VSE’s option or earlier redeemed by VSE in connection with a merger termination redemption, each stock purchase contract will automatically settle on February 1, 2029 (subject to postponement in certain limited circumstances) for between 0.2171 and 0.2660 shares of VSE’s common stock per purchase contract, subject to adjustment, based upon the applicable settlement rate and applicable market value of the common stock, as described in the final prospectus supplement relating to the Unit offering. The threshold appreciation price for each Unit, which represents the stated amount of each Unit divided by the minimum settlement rate of 0.2171, is initially $230.3086 and represents an approximate 22.5% appreciation over the public offering price of VSE’s common stock in the common stock offering.

Each amortizing note will have an initial principal amount of $7.8225 and will bear interest at a rate of 5.93% per annum. On each February 1, May 1, August 1, and October 1, commencing on May 1, 2026 and ending on February 1, 2029, VSE will pay equal quarterly cash installments of $0.7188 per amortizing note (except for the May 1, 2026 installment payment, which will be $0.6868 per amortizing note), which will constitute a payment of interest and a partial repayment of principal, and which cash payment in the aggregate will be equivalent to 5.750% per year with respect to each $50.00 stated amount of Units. The amortizing notes will be unsecured senior obligations of VSE.

VSE’s common stock is listed on The Nasdaq Global Select Market under the symbol “VSEC” and VSE has applied to list the Units on The Nasdaq Global Select Market under the symbol “VSECU.”

The common stock offering and Unit offering are separate public offerings made by means of separate prospectus supplements and the completion of the Units offering is not contingent on the completion of the common stock offering, and the completion of the common stock offering is not contingent on the completion of the Units offering. Neither offering is contingent on the consummation of the PAG Acquisition or any debt financing. If the PAG Acquisition is not consummated, VSE intends to use the net proceeds from the offerings for general corporate purposes, which may include redeeming and repurchasing the purchase contract and amortizing note components of the Units in connection with a merger termination redemption.

Jefferies and RBC Capital Markets are acting as joint lead book-running managers and representatives of the underwriters for the offerings. Citigroup, Citizens Capital Markets, Morgan Stanley, Truist Securities, and William Blair are also serving as joint book-runners for the offerings. B. Riley Securities, Deutsche Bank Securities, Stifel, and Wolfe | Nomura Alliance are serving as additional book-runners for the offerings. Benchmark, a StoneX Company, and KeyBanc Capital Markets are serving as co-managers for the offerings.

An automatically effective shelf registration statement relating to the securities being offered has been filed with the Securities and Exchange Commission (the “SEC”). The offerings are being made only by means of preliminary prospectus supplements and accompanying prospectuses. Preliminary prospectus supplements and accompanying prospectuses relating to the offerings have been filed with the SEC and are available free of charge on the SEC’s website at http://www.sec.gov. The final prospectus supplements and accompanying prospectuses relating to the offerings will be filed with the SEC and may also be obtained, when available, from Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, by telephone at (877) 821-7388 or by email at Prospectus_Department@Jefferies.com, or from RBC Capital Markets, LLC, Attn: Equity Capital Markets, 200 Vesey Street, 8^th floor, New York, New York 10281, by telephone at 877-822-4089 or by email at equityprospectus@rbccm.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, nor shall there be any sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction.

ABOUT VSE CORPORATION

VSE is a leading provider of aviation distribution and repair services for the commercial and business and general aviation (“B&GA”) aftermarkets. Headquartered in Miramar, Florida, VSE is focused on significantly enhancing the productivity and longevity of its customers’ high-value, business-critical assets. VSE’s aftermarket parts distribution and maintenance, repair, and overhaul services support engine component and engine and airframe accessory part distribution and repair services for commercial and B&GA operators.

FORWARD-LOOKING STATEMENTS

This press release contains statements that, to the extent they are not recitations of historical fact, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and this statement is included for purposes of such safe harbor provisions.

“Forward-looking” statements, as such term is defined by the SEC in its rules, regulations and releases, represent VSE’s expectations or beliefs, including, but not limited to, statements concerning the Company’s expectations regarding the offering of common stock and the offering of Units, including the expected timing of the closing and use of proceeds of each offering, VSE’s expectation that VSE will complete the proposed offerings, VSE’s operations, economic performance, financial condition, growth and acquisition strategies, investments and future operational plans. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “forecast,” “seek,” “plan,” “predict,” “project,” “could,” “estimate,” “might,” “continue,” “seeking” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements.

These statements speak only as of the date of this press release and VSE undertakes no ongoing obligation, other than that imposed by law, to update these statements. These statements relate to, among other things, VSE’s intent, belief or current expectations with respect to the timing and terms of the closing of the offerings, the grant of the options to purchase additional shares and Units, as applicable, the anticipated use of proceeds from the offerings and other statements relating to the proposed offerings. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, certain of which are beyond VSE’s control, and that actual results may differ materially from those contained in or implied by the forward-looking statements as a result of various factors, some of which are unknown, including, without limitation, risks related to:

• the performance of the aviation aftermarket;
• global economic and political conditions;
• supply chain delays and disruptions;
• competition from existing and new competitors;
• losses related to investments in inventory and facilities;
• interruptions in VSE’s operations;
• challenges related to workforce management or any failure to attract or retain a skilled workforce;
• VSE’s ability to consummate the PAG Acquisition within the time frame VSE expects, if at all;
• VSE’s ability to realize the expected strategic benefits and cost synergies from the PAG Acquisition, after taking into account any business disruption, maintenance of customer, employee, or supplier relationships, management distraction during the integration process or other factors beyond VSE’s control;
• the accuracy of VSE’s assumptions relating to the PAG Acquisition;
• the significant expenses that have been incurred and will be incurred in connection with the PAG Acquisition, whether or not the PAG Acquisition is completed;
• VSE’s ability to finance the PAG Acquisition on acceptable terms, or at all;
• VSE’s ability to consummate, successfully integrate, and achieve the strategic and other objectives, including any expected synergies, relating to recently completed acquisitions, including the acquisition of Aero 3, Inc.;
• access to and the performance of third-party package delivery companies;
• prolonged periods of inflation and VSE’s ability to mitigate the impact thereof;
• future business conditions resulting in impairments;
• VSE’s ability to successfully divest businesses and to transition facilities in connection therewith;
• VSE’s work on large government programs;
• health epidemics, pandemics and similar outbreaks;
• compliance with government rules and regulations, including tariffs and environmental and pollution risk;
• VSE’s ability to mitigate the impacts of increased costs related to tariffs;
• litigation and legal actions arising from VSE’s operations;
• technology and cybersecurity threats and incidents;
• VSE’s outstanding indebtedness, including the expected increase in indebtedness upon completion of the PAG Acquisition;
• market volatility in the debt and equity capital markets;
• VSE’s ability to continue to pay dividends at current levels or at all;
• VSE’s published financial guidance;
• VSE’s preliminary financial estimates, which represent management’s current estimates and are subject to change;
• dilution to VSE’s stockholders related to any financing transactions, including these offerings;
• restrictions and limitations that may stem from financing arrangements we enter into or assume in the future, or from the redemptions and repurchases we may undertake if the PAG Acquisition is not consummated;
• VSE’s expected use of proceeds from these offerings, particularly the broad discretion of VSE’s management to use the net proceeds from the common stock offering if the PAG Acquisition is not consummated; and
• the other factors identified in VSE’s reports filed or expected to be filed with the SEC, including VSE’s Annual Report on Form 10-K for the year ended December 31, 2024 and VSE’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025.

You are advised, however, to consult any further disclosures VSE makes on related subjects in VSE’s periodic reports on Forms 10-K, 10-Q or 8-K filed with or furnished to the SEC.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260202461991/en/

INVESTOR RELATIONS CONTACT:

Michael Perlman

Vice President of Investor Relations and Treasury

Phone: (954) 547-0480

Email: investors@vsecorp.com

Source: VSE Corporation