VSE Corporation (NASDAQ: VSEC) equity raise to help fund PAG acquisition

Rhea-AI Filing Summary

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.

Insights

Equity capital markets analyst

VSE is raising $830.2M in an underwritten stock sale to help finance a previously announced acquisition.

VSE Corporation agreed to sell 3,989,362 common shares at $188.00 per share, and underwriters exercised an option for 598,404 additional shares. Net proceeds are estimated at $830.2 million after underwriting discounts and before offering expenses.

The cash will be combined with a concurrent tangible equity unit offering to fund part of the cash consideration for acquiring PAG HoldCo, the parent of Precision Aviation Group. If that acquisition does not close, the company plans to use the equity and tangible unit proceeds for general corporate purposes, which may include repaying outstanding indebtedness.

The transaction is made under an automatically effective Form S‑3 shelf, with Jefferies and RBC Capital Markets as representatives of the underwriters. Executives and directors agreed to 60‑day lock‑up agreements limiting common stock sales, which typically supports near‑term trading stability, though actual market impact will depend on future disclosures and closing of the PAG acquisition.

VSE CORP false 0000102752 0000102752 2026-02-02 2026-02-02

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 1.01 Entry into a Material Definitive Agreement.

On February 2, 2026, VSE Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC and RBC Capital Markets, LLC, acting as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell (the “Offering”) 3,989,362 shares (the “Firm Shares”) of the Company’s common stock, par value $0.05 per share (the “Common Stock”), at a price to the public of $188.00 per share. The Company also granted the Underwriters a 30-day option to purchase up to an additional 598,404 shares of Common Stock offered in the Offering on the same terms and conditions (the “Optional Shares” and, together with the Firm Shares, the “Shares”). On February 3, 2026, the Underwriters informed the Company of their exercise in full of the option to purchase the Optional Shares. The Offering is closing on February 4, 2026.

The Company estimates that the net proceeds from the Offering will be approximately $830.2 million (including the Underwriters’ exercise in full of the option to purchase the Optional Shares), after deducting underwriting discounts and commissions and before estimated offering expenses. The Company intends to use net proceeds from the Offering and its concurrent tangible equity unit offering to fund a portion of the cash consideration for its previously announced acquisition of PAG HoldCo, which is the parent company of PAG Holding Corp. (d/b/a Precision Aviation Group), a portfolio company of GenNx360 Capital Partners (the “PAG Acquisition”). Pending the application of the net proceeds as described above, the Company may use the net proceeds from the Offering for general corporate purposes, including to invest in liquid assets that may include, but would not be limited to, short-term obligations, money market funds and guaranteed obligations of the U.S. government or to repay outstanding borrowings under the Company’s revolving loan facility. If for any reason the PAG Acquisition is not consummated, the Company intends to use the net proceeds from the Offering and the concurrent tangible equity unit offering, for general corporate purposes, which may include repayment of outstanding indebtedness.

The Offering was made pursuant to the Company’s automatically effective registration statement on Form S-3 (Registration No. 333-281222), which was previously filed with the Securities and Exchange Commission on August 2, 2024, a base prospectus dated August 2, 2024 and a prospectus supplement dated February 2, 2026.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Pursuant to the Underwriting Agreement, the Company’s executive officers and directors entered into lock-up agreements in substantially the form included as an exhibit to the Underwriting Agreement, providing for a 60-day “lock-up” period with respect to sales of Common Stock, subject to certain exceptions.

The foregoing description of the Underwriting Agreement is subject to, and is qualified in its entirety by, the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated by reference herein.

A copy of the opinion of Jones Day relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
1.1		Underwriting Agreement, dated February 2, 2026 between the Company, Jefferies LLC and RBC Capital Markets, LLC
5.1		Opinion of Jones Day
23.1		Consent of Jones Day (included in Exhibit 5.1)
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 4, 2026				By:		/s/ Tobi Lebowitz
						Tobi Lebowitz
						Chief Legal Officer and Corporate Secretary

FAQ

What equity offering did VSE Corporation (VSEC) announce in this 8-K?

VSE Corporation entered an underwriting agreement to sell 3,989,362 common shares at $188.00 per share, and underwriters exercised an option for 598,404 additional shares. This underwritten public offering is made under an automatically effective Form S-3 shelf registration statement.

How much does VSE Corporation (VSEC) expect to raise from the stock offering?

VSE Corporation estimates net proceeds of about $830.2 million from the common stock offering, including full exercise of the underwriters’ option. This figure is after underwriting discounts and commissions and before estimated offering expenses, according to the company’s disclosure.

How will VSE Corporation (VSEC) use the proceeds from its equity offering?

VSE plans to use net proceeds, together with a concurrent tangible equity unit offering, to fund part of the cash consideration for its previously announced PAG HoldCo acquisition. Until applied, proceeds may support general corporate purposes or repayment of borrowings under its revolving loan facility.

What happens if VSE Corporation’s (VSEC) PAG HoldCo acquisition is not completed?

If the PAG acquisition is not consummated, VSE intends to use net proceeds from the stock and concurrent tangible equity unit offerings for general corporate purposes. These purposes may include repaying outstanding indebtedness, as described in the company’s disclosure language.

Which banks are underwriting VSE Corporation’s (VSEC) stock offering?

Jefferies LLC and RBC Capital Markets, LLC are acting as representatives of the underwriters in VSE Corporation’s stock offering. The underwriting agreement includes customary representations, conditions to closing, indemnification provisions, and termination rights for the parties involved.

Are VSE Corporation (VSEC) insiders subject to a lock-up in this transaction?

Yes. VSE stated that its executive officers and directors signed lock-up agreements in a standard form attached to the underwriting agreement. These agreements generally restrict sales of common stock for 60 days, subject to specified exceptions, following the offering.