Vse Corp SEC Filings

VSE Corporation reported that its Board of Directors has declared a regular quarterly cash dividend of $0.10 per share of common stock. The dividend will be paid on April 29, 2026 to stockholders who are on record at the close of business on April 15, 2026. The Board approved this dividend on February 24, 2026, and the company released the related announcement on February 25, 2026.

VSE Corporation reported a strong fourth quarter and a transformational full year 2025 as a pure-play aviation aftermarket company. Fourth quarter revenue reached $301.2 million, up 32%, with GAAP net income of $22.3 million up 114% and diluted EPS of $0.98 up 92%.

For 2025, revenue was $1.1 billion, up 41%, while GAAP net income from continuing operations rose to $53.5 million, up 176%, and diluted EPS climbed to $2.52, up 133%. Adjusted EBITDA was $182.9 million, up 56%, and adjusted EPS was $3.92, up 87%.

The aviation segment posted record results, with 2025 revenue of $1.11 billion and operating income of $148.3 million. VSE generated $27 million of operating cash flow and $5.7 million of free cash flow for the year, ending 2025 with $223.4 million of net debt and an adjusted net leverage ratio of about 1.1x.

The company agreed to acquire Precision Aviation Group, which expects approximately $615 million of adjusted 2025 revenue and an adjusted EBITDA margin above 20%. Closing is expected in the second quarter of 2026, with initial annualized cost and in-sourcing synergies estimated to exceed $15 million.

For 2026 (excluding PAG), VSE guides to consolidated revenue growth of about 19%–23% and an adjusted EBITDA margin of 16.8%–17.3%, supported by the Aero 3 and Turbine Weld acquisitions and anticipated organic margin expansion.

VSE Corp director Mark E. Ferguson III reported a gift transfer of company stock. On February 17, 2026, he transferred 808 shares of VSE common stock as a bona fide gift for no consideration to the Mark E. Ferguson III Revocable Trust, where he and his spouse are co-trustees and his two children are beneficiaries.

T. Rowe Price Investment Management, Inc. filed an amended Schedule 13G reporting beneficial ownership of 2,518,084 shares of VSE CORP common stock, representing 10.8% of the class as of 12/31/2025.

The firm reports sole voting power over 2,514,976 shares and sole dispositive power over 2,518,084 shares, with no shared voting or dispositive power. It states the shares were acquired and are held in the ordinary course of business, not to change or influence control of VSE CORP.

Durable Capital Partners filed a Schedule 13G reporting beneficial ownership of 1,619,763 shares of VSE Corp common stock, representing 5.5% of the outstanding shares.

The percentage is based on 29,395,761 VSE Corp common shares outstanding, as reported in a prospectus supplement filed on February 4, 2026. Durable Capital Master Fund LP directly holds the 1,619,763 shares, while Durable Capital Partners, as investment adviser, has sole voting and dispositive power over them.

The filing states that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of VSE Corp.

VSE Corporation completed an underwritten public offering of 9,200,000 tangible equity units at a stated amount of $50.00 per Unit, generating approximately $446.2 million in net proceeds after underwriting discounts and commissions.

Each Unit consists of a prepaid stock purchase contract and an amortizing note. The purchase contracts are scheduled to settle on February 1, 2029, into shares of common stock based on a formula tied to future trading prices. The amortizing notes have an initial principal amount of $7.8225 and pay quarterly cash installments that combine interest at 5.930% per year with principal repayment.

VSE plans to use the net proceeds from this Unit offering together with proceeds from a concurrent common stock offering mainly to fund part of the cash consideration for its previously announced acquisition of PAG HoldCo. If that acquisition is not completed by October 29, 2026, the company has options to redeem all outstanding purchase contracts for cash or stock under specified pricing formulas.

VSE Corporation is offering 8,000,000 tangible equity units at $50.00 each, for total gross proceeds of $400 million. Each 5.750% Unit combines a prepaid stock purchase contract with a senior amortizing note due February 1, 2029, paying quarterly cash installments equivalent to a 5.750% annual rate on the $50 stated amount.

VSE has granted underwriters a 30-day option to buy up to an additional 1,200,000 Units. The company expects net proceeds of about $388 million before expenses and intends to use them, together with a concurrent common stock offering, to fund part of the $1.75 billion cash portion of its planned $2.025 billion acquisition of Precision Aviation Group’s parent. If that acquisition does not close, proceeds may be used for general corporate purposes, including debt repayment.

VSE Corporation entered an underwriting agreement to sell 3,989,362 shares of common stock at $188.00 per share, and the underwriters exercised in full their option to buy an additional 598,404 shares.

The company expects net proceeds of about $830.2 million, to be used together with a concurrent tangible equity unit offering to fund part of the cash consideration for its previously announced acquisition of PAG HoldCo. Until then, funds may be used for general corporate purposes or debt repayment, and if the PAG deal is not completed, the proceeds will be used for general corporate purposes, including potential debt repayment. Executive officers and directors agreed to a 60‑day lock‑up on common stock sales.