VSE (NASDAQ: VSEC) posts PAG acquisition financials and pro formas

Rhea-AI Filing Summary

VSE Corporation filed an 8-K to provide detailed financial information related to its planned acquisition of PAG Holdco, the parent of Precision Aviation Group. The filing notes that closing of the PAG Acquisition remains subject to regulatory approvals and other customary closing conditions.

The company furnished audited consolidated financial statements of PAG and its subsidiaries for the years ended December 31, 2024 and 2023, along with related auditor reports, plus additional audited 2023 statements. It also included unaudited PAG interim financial statements and unaudited pro forma condensed combined financial information for VSE and PAG, giving effect to the acquisition.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2026

VSE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		000-03676		54-0649263
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3361 Enterprise Way Miramar, Florida		33025
(Address of principal executive offices)		(Zip Code)

(954) 430-6600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.05 per share		VSEC		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

As previously announced, on January 29, 2026, VSE Corporation (the “Company”) entered into a stock purchase agreement with VSE Mach Holdco Acquisition Corp., VSE Mach Acquisition Corp., GenNx/PAG IntermediateCo Inc. (“PAG Holdco”), and GennX360 PAG Buyer, LLC, pursuant to which VSE will acquire all of the capital stock of PAG Holdco, which is the parent company of PAG Holding Corp. (d/b/a Precision Aviation Group) (“PAG”) (the “ PAG Acquisition”). The closing of the PAG Acquisition is subject to the satisfaction of regulatory approvals and other customary closing conditions.

This Current Report on Form 8-K is being filed to provide the financial statements and pro forma information referred to in Item 9.01 of Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The audited consolidated financial statements of PAG and its subsidiaries as of and for the years ended December 31, 2024 and December 31, 2023, and the related Independent Auditor’s Report of Baker Tilly US LLP addressing such matters as set forth therein, including the 2024 consolidated financial statements and certain retrospective adjustments to the 2023 consolidated financial statements to apply the changes in accounting principles as described therein, are filed herewith as Exhibit 99.1 and are incorporated by reference into this Item 9.01(a).

The audited consolidated financial statements of PAG and its subsidiaries, as of and for the year ended December 31, 2023, audited in accordance with Generally Accepted Auditing Standards, and the related Independent Auditor’s Report of Hancock Askew & Co., LLP, are filed herewith as Exhibit 99.2 and are incorporated by reference into this Item 9.01(a).

The unaudited consolidated statements of financial position of PAG as of September 30, 2025 and December 31, 2024, and the unaudited consolidated statements of operations and comprehensive income, cash flows, and changes in stockholders’ equity of PAG for the nine months ended September 30, 2025 and September 30, 2024, are filed herewith as Exhibit 99.3 and are incorporated by reference into this item 9.01(a).

(b) Pro forma financial information.

The Company’s unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2025, and for the year ended December 31, 2024, giving effect to the PAG Acquisition, is filed herewith as Exhibit 99.4 and is incorporated by reference into this Item 9.01(b).

(d) Exhibits

Exhibit		Description
23.1		Consent of Baker Tilly US LLP
23.2		Consent of Hancock Askew & Co., LLP
99.1		Audited consolidated financial statements of PAG Holding Corp. and its subsidiaries as of and for the years ended December 31, 2024 and December 31, 2023, and the related Independent Auditor’s Report of Baker Tilly US LLP addressing such matters as set forth therein
99.2		Audited consolidated financial statements of PAG Holding Corp. and its subsidiaries as of and for the year ended December 31, 2023, and the related Independent Auditor’s Report of Hancock Askew & Co., LLP (excluding the consolidated financial statements of PAG Holding Corp. and its subsidiaries as of and for the year ended December 31, 2022)
99.3		Unaudited consolidated statements of financial position of PAG Holding Corp. as of September 30, 2025 and December 31, 2024, and the unaudited consolidated statements of operations and comprehensive income, cash flows, and changes in stockholder’s equity of PAG Holding Corp. for the nine months ended September 30, 2025 and September 30, 2024
99.4		Unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2025, and for the year ended December 31, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						VSE CORPORATION
						(Registrant)
Date: February 2, 2026				By:		/s/ Adam R. Cohn
						Adam R. Cohn
						Chief Financial Officer (Principal Financial Officer)

FAQ

What did VSE Corporation (VSEC) disclose in this 8-K filing?

VSE Corporation filed an 8-K to provide historical PAG financial statements and unaudited pro forma condensed combined financial information. These documents show how VSE and PAG results would look together, reflecting the planned acquisition of PAG Holdco, parent of Precision Aviation Group.

What is the PAG Acquisition mentioned by VSE Corporation (VSEC)?

The PAG Acquisition is VSE’s planned purchase of all capital stock of PAG Holdco, parent of PAG Holding Corp. doing business as Precision Aviation Group. VSE previously announced this transaction, and closing remains subject to regulatory approvals and other customary closing conditions.

Which PAG financial statements did VSE (VSEC) file with the SEC?

VSE filed audited consolidated financial statements of PAG and its subsidiaries for the years ended December 31, 2024 and 2023, plus a separate 2023 audited set, and unaudited interim statements as of September 30, 2025 and December 31, 2024, including operations, cash flows, and equity changes.

What pro forma information did VSE Corporation (VSEC) include for the PAG deal?

VSE included unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2025, and for the year ended December 31, 2024. This information gives effect to the PAG Acquisition to illustrate combined results as if the transaction had already occurred.

Are there conditions remaining before VSE (VSEC) can close the PAG Acquisition?

Yes. The filing states that closing of the PAG Acquisition is subject to satisfaction of regulatory approvals and other customary closing conditions. These conditions must be met before VSE can complete its purchase of all the capital stock of PAG Holdco.

Which exhibits in the VSE (VSEC) 8-K contain PAG financials and pro formas?

Exhibits 99.1, 99.2, and 99.3 contain PAG’s audited and unaudited consolidated financial statements and related auditor reports. Exhibit 99.4 contains VSE’s unaudited pro forma condensed combined financial information reflecting the planned PAG Acquisition over specified 2024 and 2025 periods.