Vse Corp SEC Filings

VSE Corporation entered into an underwriting agreement to sell 2,352,941 common shares at $170.00 per share. The underwriters exercised in full the 352,941-share option, and the offering is closing on October 29, 2025.

VSE estimates net proceeds of approximately $441.6 million (including the option exercise), after underwriting discounts and commissions and before offering expenses. The company plans to use the proceeds to fund all or a portion of the cash consideration for its previously announced acquisition of GenNx/AeroRepair IntermediateCo Inc., to support potential future strategic acquisitions, and for general corporate purposes, which may include temporary investment in liquid assets or repayment of borrowings under its revolving loan facility. The offering was made under VSE’s automatically effective Form S-3 with a prospectus supplement dated October 27, 2025. Executives and directors agreed to a 45-day lock-up.

VSE Corporation (VSEC) is offering 2,352,941 shares of common stock at $170.00 per share in a primary offering. The company granted underwriters a 30‑day option to purchase up to 352,941 additional shares at the public price less the discount.

Gross proceeds are $399,999,970, with underwriting discounts of $15,999,998.80, resulting in proceeds to VSE of $383,999,971.20 before expenses. The company estimates net proceeds of approximately $384.0 million (or $441.6 million if the option is fully exercised).

VSE intends to use the net proceeds to fund all or a portion of the approximately $350 million cash consideration for its planned acquisition of Aero 3, to support potential future strategic acquisitions, and for general corporate purposes, including possible repayment under its Revolving Facility. Shares outstanding were 20,686,361 as of September 30, 2025.

VSE Corporation (VSEC) launched a primary offering of common stock via a preliminary prospectus supplement. The company will receive the proceeds, and the underwriters have a 30‑day option to purchase additional shares at the public offering price, less the underwriting discount. Joint book‑runners are Jefferies, Morgan Stanley, RBC Capital Markets and William Blair.

Use of proceeds is targeted to fund all or a portion of the cash consideration for the planned acquisition of Aero 3, Inc. for approximately $350 million, to support potential future strategic acquisitions, and for general corporate purposes. The Aero 3 deal is expected to close in the fourth quarter of 2025, subject to regulatory approvals and customary conditions. As context, shares outstanding were 20,686,361 as of September 30, 2025. The Nasdaq closing price was $182.99 per share on October 24, 2025. As of September 30, 2025, revolving loans outstanding under the Revolving Facility were approximately $61.6 million with a weighted average interest rate of 5.99% and a $400.0 million maximum borrowing capacity maturing on May 2, 2030.

VSE Corporation furnished a press release reporting its third-quarter results for the period ended September 30, 2025, and made related webcast materials available. In a separate release, the company announced it signed a definitive agreement to acquire GenNx/AeroRepair IntermediateCo Inc.

Both press releases are attached as Exhibits 99.1 and 99.2 and are incorporated by reference under Regulation FD. The materials are designated as furnished, not filed, under the Exchange Act.

VSE Corporation (VSEC) filed its Q3 2025 10‑Q, highlighting strong top-line growth alongside one-time charges. Revenue rose to $282.9 million for the quarter, up 39% year over year, with Distribution up 49% and Repair up 25%. Nine-month revenue reached $811.1 million.

Operating income was $10.1 million in Q3, down due to a $23.3 million fair value charge that fully wrote down the Fleet-sale earn-out receivable. Net income from continuing operations was $3.6 million in Q3 and $31.2 million year to date; discontinued operations drove a year‑to‑date net loss of $1.9 million. Diluted EPS from continuing operations was $0.17 in Q3. The company declared a quarterly dividend of $0.10 per share.

VSE closed the Turbine Weld acquisition in May and adjusted Kellstrom purchase accounting. Liquidity remained supported by a new credit agreement: term loan $298.1 million and revolver borrowings $61.6 million as of September 30, with weighted average rates near 6%. Subsequent event: on October 27, 2025, VSE signed a definitive agreement to acquire GenNx/AeroRepair for approximately $350 million in cash, subject to customary closing conditions.

Mark E. Ferguson III, a director of VSE Corp (ticker: VSEC), reported a transaction on 09/15/2025 in which 32 shares of Common Stock were acquired as payment for a portion of his quarterly cash retainer. The shares were recorded at a unit price of $165.48, and following the issuance Mr. Ferguson directly beneficially owned 32 shares arising from this transaction. The Form 4 was signed by an attorney-in-fact on 09/17/2025 and notes the issuance is for director compensation rather than a market purchase.

Ralph E. Eberhart, a director of VSE Corp (VSEC), received 61 shares of VSE common stock on 09/15/2025 as partial payment of his quarterly cash retainer. The reported per-share price for the issuance is $165.48 and, after the transaction, Mr. Eberhart beneficially owns 46,520 shares directly. The Form 4 was filed by one reporting person and includes an explanatory note that the shares were issued in lieu of a portion of the director cash retainer.

Edward P. Dolanski, a director of VSE CORP (VSEC), acquired 34 shares of the company's common stock on 09/15/2025 at a reported price of $165.48 per share. After the transaction he beneficially owned 8,065 shares directly. The filing states the 34 shares were issued as payment for a portion of his quarterly cash retainer for service as a director. The Form 4 was executed by Tobi Lebowitz, Attorney-in-Fact, on 09/17/2025.