PAG buy lifts VSE (NASDAQ: VSEC) revenue about 50 percent

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

VSE Corporation completed its acquisition of Precision Aviation Group (PAG) for $2.025 billion, combining $1.75 billion in cash with approximately $275 million of equity and up to $125 million in contingent earnout payments tied to 2026 profitability.

The deal is funded partly by a new $900 million Term Loan B and an upsized $500 million revolving credit facility. PAG generated $595.6 million of revenue and $16.6 million of net income in 2025, and VSE expects the transaction to increase its revenue by about 50% on a 2025 pro forma basis and be immediately accretive to Adjusted EBITDA margins.

Positive

Transformative PAG acquisition and scale-up: VSE closed the Precision Aviation Group deal for approximately $2.025 billion, which management says increases VSE’s revenue by about 50% on a 2025 pro forma basis and is expected to be immediately accretive to Adjusted EBITDA margins.
Broader global aviation aftermarket platform: The combined business now operates 61 locations across eight countries, including 48 repair facilities and 11 distribution centers, expanding VSE’s reach across commercial, business and general aviation, rotorcraft, OEM, and defense markets.

Negative

Higher leverage from new term loan: VSE added a $900.0 million senior secured Term Loan B and upsized its revolving credit facility to $500.0 million to fund the acquisition, increasing debt and interest obligations even as the company pursues integration and synergy goals.

Insights

Large, margin‑accretive aviation acquisition funded with significant new debt.

VSE closed the purchase of Precision Aviation Group for $2.025 billion, split between $1.75 billion in cash and about $275 million of equity, plus up to $125 million of earnout tied to 2026 profitability. Management states the deal should lift revenue roughly 50% on a 2025 pro forma basis and be immediately accretive to Adjusted EBITDA margins.

To finance the transaction, VSE added a new senior secured Term Loan B of $900.0 million maturing in 2033 and increased its revolver from $400.0 million to $500.0 million. Term Loan B interest is Term SOFR plus 2.00% or ABR plus 1.00%, while the revolver carries spread ranges tied to leverage. This materially increases leverage and interest costs, partly offset by PAG’s positive earnings contribution.

The acquisition also creates a larger aviation aftermarket platform with 61 locations across eight countries, spanning MRO and distribution. Future company filings around the 2026 earnout period and integration progress will help clarify whether the anticipated margin expansion and synergy levers—such as cross‑selling and procurement efficiencies—are being realized.

8-K Event Classification

5 items: 1.01, 2.01, 2.03, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

PAG purchase price: $2.025 billion Cash consideration: $1.75 billion Equity issued to seller: $275 million +5 more

8 metrics

PAG purchase price $2.025 billion Total consideration including cash and equity

Cash consideration $1.75 billion Portion of PAG Acquisition paid in cash

Equity issued to seller $275 million Rollover Purchaser Shares exchange value at closing

Potential earnout Up to $125 million Contingent payment based on 2026 profitability

New Term Loan B $900.0 million Senior secured term facility maturing May 5, 2033

Revolving Facility size $500.0 million Upsized secured revolving credit facility

PAG 2025 revenue $595.6 million Revenue for the year ended December 31, 2025

PAG 2025 net income $16.6 million Net income for the year ended December 31, 2025

Key Terms

Term Loan B, Revolving Facility, Earnout Payment, Adjusted EBITDA margin, +2 more

6 terms

Term Loan B financial

"a new senior secured term loan B facility in an aggregate principal amount of $900.0 million (the “New Term Facility”)"

A Term Loan B (TLB) is a large, syndicated loan made to a company that is typically sold to institutional investors rather than held by banks; think of it as a long-term mortgage from a group of investors with higher interest and smaller early payments. It matters to investors because it changes a company’s debt cost, repayment schedule and credit risk—factors that affect profit, cash flow and the market value of both the company’s equity and its traded debt.

Revolving Facility financial

"an upsize to the Company’s existing senior secured revolving credit facility from $400.0 million to $500.0 million (the “Revolving Facility”)"

A revolving facility is a bank loan that works like a company credit card: the borrower can draw funds, repay them, and draw again up to a set limit during the agreement period. It matters to investors because it provides short-term cash flexibility for operations, investments, or emergencies, and the cost or availability of that credit can affect a company’s liquidity, interest expenses, and financial stability.

Earnout Payment financial

"up to an additional $125 million in contingent payment payable in cash, shares of common stock ... if PAG HoldCo and its subsidiaries achieve certain profitability targets in fiscal year 2026 (the “Earnout Payment”)"

An earnout payment is money a buyer agrees to pay a seller after a deal closes only if the acquired business hits certain future targets (such as revenue, profit, or milestones). It matters to investors because earnouts shift part of the purchase price onto future performance, affecting the buyer’s future cash flows and the seller’s incentives—like a performance bonus that reduces upfront risk but adds uncertainty about the true cost and value of the deal.

Adjusted EBITDA margin financial

"expected to be immediately accretive to VSE’s Adjusted EBITDA margins"

Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.

Registration Rights Agreement regulatory

"VSE and Seller entered into a registration rights agreement (the “Registration Rights Agreement”)"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

lock-up agreement financial

"a lock-up agreement covering the shares to be issued to Seller pursuant to the Exchange Agreement (the “Closing Lock-Up Agreement”)"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

Understanding 8-K Material Events →

05/07/2026 - 06:51 AM

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): May 5, 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
5.750% Tangible Equity Units	VSECU	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. ☐

Introductory Note

As previously disclosed, on January 29, 2026, VSE Corporation, a Delaware corporation (“VSE” or the “Company”), entered into a stock purchase agreement (the “Stock Purchase Agreement”), as amended by the First Amendment to Stock Purchase Agreement, dated as of May 4, 2026 (such amendment, the “First Amendment” and such agreement, as amended, the “Purchase Agreement”), with VSE Mach HoldCo Acquisition Corp., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Rollover Purchaser”), VSE Mach Acquisition Corp., a Delaware corporation and a direct, wholly-owned subsidiary of Rollover Purchaser (“Cash Purchaser”), GenNx/PAG IntermediateCo Inc., a Delaware corporation (“PAG HoldCo”), and GenNx360 PAG Buyer, LLC, a Delaware limited liability company (“Seller”), pursuant to which VSE would acquire all of the capital stock of PAG HoldCo, including its wholly owned subsidiary PAG Holding Corp., a Delaware corporation (d/b/a Precision Aviation Group) (“PAG”), a portfolio company of GenNx360 Capital Partners (such acquisition, the “PAG Acquisition”), upon the consummation of the transaction. As further described in Item 2.01 below, on May 5, 2026, VSE completed the PAG Acquisition (the “Closing”).

Item 1.01

Entry into a Material Definitive Agreement.

Exchange and Redemption Agreement

On May 5, 2026, in connection with the Closing, VSE, Rollover Purchaser and Seller entered into an exchange and redemption agreement (the “Exchange Agreement”), as described in VSE’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 29, 2026, which description is incorporated herein by reference.

The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is attached as Exhibit 2.3 hereto and the terms of which are incorporated herein by reference.

Registration Rights Agreement

On May 5, 2026, in connection with the Closing, VSE and Seller entered into a registration rights agreement (the “Registration Rights Agreement”), as described in VSE’s Current Report on Form 8-K filed with the SEC on January 29, 2026, which description is incorporated herein by reference.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is attached as Exhibit 2.4 hereto and the terms of which are incorporated herein by reference.

Lock-Up Agreements

On May 5, 2026, in connection with the Closing, VSE and Seller entered into (i) a lock-up agreement covering the shares to be issued to Seller pursuant to the Exchange Agreement (the “Closing Lock-Up Agreement”) and (ii) a lock-up agreement covering any shares to be issued to Seller pursuant to the Purchase Agreement as an Earnout Payment (as defined herein) (the “Earnout Lock-Up Agreement” and, together with the Closing Lock-Up Agreement, the “Lock-Up Agreements”), as described in VSE’s Current Report on Form 8-K filed with the SEC on January 29, 2026, which description is incorporated herein by reference.

The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Closing Lock-Up Agreement and the Earnout Lock-Up Agreement, copies of which are attached as Exhibit 2.5 and Exhibit 2.6 hereto, respectively, and the terms of which are incorporated herein by reference.

Credit Agreement Amendment

On May 5, 2026, the Company, as the borrower, and its domestic wholly owned subsidiaries, as guarantors (collectively, together with the Company, the “Loan Parties”), entered into a first amendment (the “First Amendment”) to its existing senior secured credit agreement, dated as of May 2, 2025 (as amended and restated, supplemented or otherwise modified, the “Credit Agreement”), with certain banks and financial institutions as lenders (the “Lenders”), Citizens Bank, N.A., as revolver administrative agent and collateral agent, and Royal Bank of Canada, as term loan B agent. The First Amendment provides for, among other things, (i) a new senior secured term loan B facility in an aggregate principal amount of $900.0 million (the “New Term Facility”) and (ii) an upsize

to the Company’s existing senior secured revolving credit facility from $400.0 million to $500.0 million (the “Revolving Facility”). Capitalized terms used but not defined herein shall have the same meanings ascribed to them in the Credit Agreement.

The Credit Agreement is secured by substantially all of the assets of the Loan Parties (subject to certain customary exceptions) and contains a total net leverage ratio covenant and an interest coverage ratio covenant, neither of which is applicable to the New Term Facility, customary representations and warranties, and other affirmative and negative covenants. The covenants include limitations or restrictions on the incurrence of indebtedness, the occurrence of a change of control of VSE, purchases of VSE’s common stock, the payment of dividends on VSE’s equity interests, the making of investments, asset dispositions, and acquisitions. The Credit Agreement defines events of default and acceleration provisions.

The Revolving Facility will mature on May 2, 2030. The New Term Facility will mature on May 5, 2033 and will amortize in equal quarterly installments of $9 million per year commencing with the first full fiscal quarter following the Closing Date, with the balance of outstanding borrowings payable on the final maturity date (subject to certain exceptions as provided in the Credit Agreement).

Borrowings under the New Term Facility will accrue interest at either the Term SOFR Rate plus 2.00% or ABR plus 1.00%, in each case subject to a 25 basis point reduction when the First Lien Net Leverage Ratio is less than 1.75:1.00. Borrowings under the Revolving Facility will accrue interest at either the Term SOFR Rate plus 1.25%-2.25% or ABR plus 0.25%-1.25%, in each case based on a total net leverage ratio test as set forth in the Credit Agreement. The Company, at its option, may select between one, three or six month Term SOFR Rates.

On May 5, 2026, the Company borrowed $900.0 million under the New Term Facility. The proceeds of the New Term Facility were used by the Company on the Closing Date (i) to fund a portion of the purchase price for the PAG Acquisition, (ii) to repay certain fees and expenses incurred in connection with the PAG Acquisition, (iii) to repay all of the Company’s outstanding borrowings under its existing senior secured term loan A facility and (iv) for general corporate purposes.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached as Exhibit 10.1 hereto and the terms of which are incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information included in the Introductory Note is incorporated by reference into this Item 2.01.

On May 5, 2026, pursuant to the Purchase Agreement, VSE acquired all of the capital stock of PAG HoldCo from the Seller for an up-front consideration equal to $2.025 billion, subject to customary adjustments, consisting of $1.75 billion in cash (the “Cash Consideration”) and approximately $275 million of newly issued Rollover Purchaser Shares (as defined below), and up to an additional $125 million in contingent payment payable in cash, shares of common stock, par value $0.05 per share, of VSE (the “VSE Common Stock”) or a combination thereof, at VSE’s sole discretion, to Seller if PAG HoldCo and its subsidiaries achieve certain profitability targets in fiscal year 2026 (the “Earnout Payment”). At the Closing, (i) Rollover Purchaser issued shares of Class B Common Stock, par value $0.05 per share (“Rollover Purchaser Shares”), to Seller in exchange for issued and outstanding shares of PAG HoldCo held by Seller with an aggregate value equal to approximately $275 million (such transaction, the “First Exchange”), (ii) Cash Purchaser paid the Cash Consideration to Seller and, in exchange for the Cash Consideration, Seller transferred to Cash Purchaser all of the shares of PAG HoldCo held by Seller that were not transferred to Rollover Purchaser pursuant to the First Exchange, and (iii) Rollover Purchaser contributed the shares of PAG HoldCo acquired in the First Exchange to Cash Purchaser immediately following receipt by Rollover Purchaser such that Cash Purchaser holds 100% of the capital stock of PAG HoldCo. Pursuant to the Exchange Agreement, Seller has the right to exchange all or a portion of the Rollover Purchaser Shares for shares of VSE Common Stock on a one-for-one basis, subject to customary antidilution and change of control adjustments. The offer, issuance and sale of the Rollover Purchaser Shares was, and the issuance of VSE Common Stock upon exchange of such Rollover Purchaser Shares will be, made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the full text of the Stock Purchase Agreement and the First Amendment. A copy of the Stock Purchase Agreement was attached as Exhibit 2.1 to VSE’s Current Report on Form 8-K filed with the SEC on January 29, 2026, and its the terms are incorporated herein by reference. A copy of the First Amendment is filed as Exhibit 2.2 hereto and its terms are incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included under Item 1.01 above regarding the Credit Agreement Amendment is incorporated by reference into this Item 2.03.

Item 7.01

Regulation FD Disclosure.

On May 5, 2026, the Company issued a press release announcing that it had completed the PAG Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

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, 2025 and December 31, 2024, and the related Independent Auditor’s Report of Baker Tilly US LLP addressing such matters as set forth therein are filed herewith as Exhibit 99.2 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 year ended December 31, 2025, giving effect to the PAG Acquisition, is filed herewith as Exhibit 99.3 and is incorporated by reference into this Item 9.01(b).

(d) Exhibits


Exhibit		Description

2.1*†		Stock Purchase Agreement, dated January 29, 2026, by and among VSE Corporation, VSE Mach HoldCo Acquisition Corp., VSE Mach Acquisition Corp., GenNx/PAG IntermediateCo Inc., and GenNx360 PAG Buyer, LLC (incorporated by reference to Exhibit 2.1 to VSE’s Current Report on Form 8-K filed January 29, 2026)

2.2†		First Amendment to Stock Purchase Agreement, dated as of May 4, 2026, between VSE Corporation and GenNx360 PAG Buyer, LLC

2.3		Exchange and Redemption Agreement, dated as of May 5, 2026, by and among VSE Corporation, VSE Mach HoldCo Acquisition Corp. and GenNx360 PAG Buyer, LLC

2.4		Registration Rights Agreement, dated as of May 5, 2026, by and between VSE Corporation and GenNx360 PAG Buyer, LLC

2.5		Closing Lock-Up Agreement, dated as of May 5, 2026, by and between VSE Corporation and GenNx360 PAG Buyer, LLC

2.6		Earnout Lock-Up Agreement, dated as of May 5, 2026, by and between VSE Corporation and GenNx360 PAG Buyer, LLC

10.1		First Amendment to Credit Agreement, dated as of May 5, 2026, among VSE Corporation, the other transaction parties party thereto, the several financial institutions listed on the signature pages thereof, and Citizens Bank, N.A., as revolver administrative agent and collateral agent, and Royal Bank of Canada, as term loan B agent

23.1		Consent of Baker Tilly US LLP

99.1		Press release dated May 5, 2026

99.2		Audited consolidated financial statements of PAG Holding Corp. and its subsidiaries as of and for the years ended December 31, 2025 and December 31, 2024, and the related Independent Auditor’s Report of Baker Tilly US LLP addressing such matters as set forth therein

99.3		Unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedules or exhibits to the SEC upon request.

†	Certain information has been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted information to the SEC upon request.

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: May 7, 2026	By:	/s/ Adam R. Cohn
		Adam R. Cohn
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Exhibit 99.1

LOGO

VSE CORPORATION COMPLETES ACQUISITION OF PRECISION AVIATION GROUP

Acquisition increases VSE revenue by ~50% on a pro forma 2025 basis; expected to be immediately accretive to VSE’s Adjusted EBITDA margins

MIRAMAR, FL., May 5, 2026 — VSE Corporation (NASDAQ: VSEC), a leading provider of aviation aftermarket distribution and repair services, today announced it has completed the acquisition of Precision Aviation Group, Inc. (“PAG”), a portfolio company of GenNx360 Capital Partners (“GenNx”), for approximately $2.025 billion in cash and equity.

The combination creates a scaled, independent aviation aftermarket platform with 61 locations across 8 countries, including 48 repair facilities and 11 distribution centers. The expanded platform enhances VSE’s global reach, technical capabilities, and integrated offering across maintenance, repair, and overhaul (MRO) services and distribution, serving a diverse customer base across commercial, business and general aviation, rotorcraft, original equipment manufacturer, and defense markets.

CEO Commentary

“Today marks a significant milestone in executing our strategy to build a focused, high-quality aviation aftermarket platform,” said John Cuomo, President and Chief Executive Officer of VSE. “The addition of PAG meaningfully expands our global footprint, strengthens our repair capabilities, and enhances our ability to deliver integrated, end-to-end solutions to our customers.

“With the transaction closed, our focus shifts to integration and synergy realization through cross-selling, repair insourcing, and procurement efficiencies. PAG’s margin profile is immediately accretive and supports a clear path to exceeding 20% consolidated Adjusted EBITDA margins over time.”

“Importantly, we are excited to welcome the talented PAG team to the VSE family and look forward to their contributions as we move forward together,” Cuomo concluded.

Transaction Details

The $2.025 billion purchase price includes $1.75 billion in cash and approximately $275 million in equity issued to GenNx that is exchangeable for VSE common stock, and up to an additional $125 million in contingent earnout payment based on 2026 performance, which is payable in cash, VSE common stock, or a combination thereof, at VSE’s discretion.

The transaction was funded using the net proceeds from VSE’s February 2026 equity and tangible equity unit offerings and $900 million under a new Term Loan B maturing in 2033.

VSE will provide additional detail on the combined company’s outlook, capital structure, and integration priorities with its first-quarter earnings release on May 5, 2026.

VSE Advisors

Perella Weinberg Partners served as exclusive financial and debt capital markets advisor to VSE.

Jones Day served as legal counsel to VSE.

RBC Capital Markets served as lead-left arranger on VSE’s Term Loan B.

Citizens Bank, N.A. served as administrative agent for the syndicate banks supporting the revolving credit facility.

ABOUT VSE CORPORATION

VSE is a leading provider of aviation distribution and repair services for the commercial and 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 (MRO) services support engine component and engine and airframe accessory part distribution and repair services for commercial and B&GA operators. For more detailed information, please visit VSE’s website at www.vsecorp.com.

ABOUT PRECISION AVIATION GROUP

Precision Aviation Group (“PAG”) is a leading global provider of aviation aftermarket MRO, distribution, and supply chain services supporting B&GA, rotorcraft, and defense markets. PAG serves a broad global customer base and delivers technical expertise across engines, components, avionics, and proprietary repair solutions.

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 Securities and Exchange Commission (the “SEC”) in its rules, regulations and releases, represent VSE’s expectations or beliefs, including, but not limited to, statements concerning the expected financial and other benefits of the acquisition of PAG, 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 as a result of new information, future events or otherwise. These statements relate to, among other things, VSE’s future financial condition, results of operations or prospects; VSE’s business and growth strategies; and VSE’s financing plans and forecasts. 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 realize the expected strategic benefits and cost synergies from the acquisition of PAG, 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 related to the acquisition of PAG;

•

the significant expenses that have been incurred and will be incurred in connection with acquisition of PAG;

•

VSE’s ability to successfully integrate and achieve the strategic and other objectives, including any expected synergies, relating to recently completed acquisitions, including the acquisition of PAG;

•

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 increase in indebtedness upon completion of the acquisition of PAG;

•

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;

•

restrictions and limitations that may stem from financing arrangements VSE enters into or assumes in the future; 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, 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.

NON-GAAP MEASURES

In addition to the financial measures prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP), this release also contains non-GAAP financial measures. These measures provide useful information to investors.

VSE considers VSE’s Adjusted EBITDA margin as non-GAAP financial measure and an important indicator of performance and useful metric for management and investors to evaluate VSE’s business’ ongoing operating performance on a consistent basis across reporting periods. This non-GAAP financial measure, however, should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP. VSE Adjusted EBITDA margin represents estimated operating income before depreciation and amortization expenses as a percentage of revenue. Management believes Adjusted EBITDA margin provides useful information about the Company’s operating performance as it isolates non-cash depreciation and amortization charges as well as interest expense and income taxes, which are non-operating items.

Additionally, VSE Adjusted EBITDA margin is presented as a forward-looking non-GAAP financial measure based solely on information available to VSE as of the date of this press release and may differ materially from VSE’s actual operating results as a result of developments that occur after the date of this press release. The determination of the amounts that are excluded from this non-GAAP financial measure is a matter of management judgment and depends upon, among other factors, the nature of the underlying expense, income amounts or anticipated synergies recognized in a given period. VSE is unable to present a quantitative reconciliation of forward-looking VSE Adjusted EBITDA to net income because certain information regarding the Company’s provision for income taxes is not available, and management cannot reliably predict all of the necessary components of net income at this time without unreasonable effort or expense. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The unavailable information could have significant impact on the Company’s future financial results.

INVESTOR RELATIONS CONTACT

Michael Perlman

Vice President of Investor Relations and Treasury

Phone: (954) 547-0480

Email: investors@vsecorp.com

Exhibit 99.2

PAG Holding Corp. and Subsidiaries

Consolidated Financial Statements

December 31, 2025 and 2024

LOGO

Independent Auditors’ Report

To the Board of Directors of

PAG Holding Corp. and Subsidiaries

Opinion

We have audited the consolidated financial statements of PAG Holding Corp. and Subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.

Baker Tilly Advisory Group, LP and Baker Tilly US, LLP, trading as Baker Tilly, are members of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. Baker Tilly US, LLP is a licensed CPA firm that provides assurance services to its clients. Baker Tilly Advisory Group, LP and its subsidiary entities provide tax and consulting services to their clients and are not licensed CPA firms.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings and certain internal control-related matters that we identified during the audit.

LOGO

Peachtree Corners, Georgia

April 23, 2026

PAG Holding Corp. and Subsidiaries

Consolidated Balance Sheets

(Dollars in Thousands)


December 31,	2025			2024
ASSETS
Current assets
Cash	$	17,051		$	23,252
Restricted cash		298			279
Accounts receivable, net of allowances for credit losses of $2,768 and $2,941 as of December 31, 2025 and 2024, respectively		73,873			54,831
Contract assets		3,413			3,853
Inventory		188,879			167,098
Prepaid expenses and other assets		4,918			7,571

Total current assets		288,432			256,884
Property and equipment, net		59,855			51,202
Goodwill		444,723			392,456
Other intangible assets, net		315,819			291,297
Net investment in direct finance lease		—			44
Related party receivable (Note 12)		730			730
Operating lease, right-of-use assets, net		31,696			27,981
Financing lease, right-of-use assets, net		48			107
Other non-current assets		658			267

Total assets	$	1,141,961		$	1,020,968

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	—		$	32
Current maturities of long-term debt – related party		7,060			6,273
Accounts payable		34,617			29,704
Accrued compensation and benefits		13,327			10,383
Other accrued liabilities		13,964			10,022
Operating lease liabilities, current portion		5,283			3,989
Financing lease liabilities, current portion		33			55
Other payables		11,706			5,873
Income taxes payable		2,175			5,500

Total current liabilities		88,165			71,831
Long-term debt, less current maturities and unamortized debt issuance costs		—			76
Long-term debt, less current maturities and unamortized debt issuance costs – related party		689,813			619,546
Deferred income taxes		15,811			7,514
Operating lease liabilities, net of current portion		28,468			25,683
Financing lease liabilities, net of current portion		18			51

Total liabilities		822,275			724,701
Commitments and contingencies (Note 15)
Stockholders’ equity
Common stock, $0.001 par value 150,000 shares authorized, 147 and 147 issued and outstanding on December 31, 2025 and 2024, respectively		—			—
Additional paid-in capital		259,805			259,298
Accumulated other comprehensive loss		(1,794	)		(7,271	)
Retained earnings		61,675			44,240

Total stockholders’ equity		319,686			296,267

Total liabilities and stockholders’ equity	$	1,141,961		$	1,020,968

See accompanying notes to the consolidated financial statements.

PAG Holding Corp. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Dollars in Thousands)


For the years ended December 31,	2025		2024
Revenues	$	595,562	$	472,049
Cost of sales		366,466		306,660

Gross profit		229,096		165,389
Operating expenses
General and administrative expenses		129,716		94,867
Transaction and acquisition expenses		6,980		7,289

Total operating expenses		136,696		102,156

Income from operations		92,400		63,233
Other income and expenses
Interest expense, net – related party		63,177		46,686
Related party management fee (Note 12)		4,943		2,651
Loss (gain) on foreign exchange		74		(190	)
Other expense (income)		1,948		(66	)

Total other expenses		70,142		49,081

Income before income taxes		22,258		14,152
Provision for income taxes		5,627		7,371

Net income		16,631		6,781
Other comprehensive income (loss)
Foreign currency translation adjustments		5,477		(8,183	)

Comprehensive income (loss)	$	22,108	$	(1,402	)

See accompanying notes to the consolidated financial statements.

PAG Holding Corp. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

(Dollars in Thousands)


	Common Stock				Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Accumulated Deficit)
	Shares		Par Value		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Accumulated Deficit)			Total
Balance, January 1, 2024		100	$	—	$	63,585		$	912		$	37,469		$	101,966
Net income		—		—		—			—			6,781			6,781
Common stock issuance		47		—		—			—			—			—
Contributions		—		—		195,039			—			—			195,039
Share-based compensation		—		—		674			—			—			674
Foreign currency translation adjustment		—		—		—			(8,183	)		(10	)		(8,193	)

Balance, December 31, 2024		147	$	—	$	259,298		$	(7,271	)	$	44,240		$	296,267

Net income		—		—		—			—			16,631			16,631
Contributions		—		—		1,000			—			—			1,000
Redemptions		—		—		(1,000	)		—			—			(1,000	)
Share-based compensation		—		—		507			—			—			507
Foreign currency translation adjustment		—		—		—			5,477			804			6,281

Balance, December 31, 2025		147	$	—	$	259,805		$	(1,794	)	$	61,675		$	319,686

See accompanying notes to the consolidated financial statements.

PAG Holding Corp. and Subsidiaries

Consolidated Statements of Cash Flows

(Dollars in Thousands)


For the years ended December 31,	2025			2024
Operating activities
Net income	$	16,631		$	6,781
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		25,485			14,081
Provision for credit losses		350			(123	)
Non-cash lease cost		(2,552	)		(983	)
Amortization of debt issuance costs		1,582			569
Deferred income tax expense (benefit)		453			(1,061	)
Non-cash charge for share-based compensation		507			674
Loss on disposal of property and equipment		141			7
Changes in assets and liabilities
Accounts receivable		(4,215	)		6,159
Contract assets		440			1,767
Inventory		(15,840	)		(9,502	)
Prepaid expenses		2,983			(4,328	)
Other assets		(393	)		(109	)
Net investment in direct finance lease		44			19
Accounts payable		(8,557	)		6,999
Other payables		5,833			(1,661	)
Accrued liabilities		4,243			(14,731	)
Operating lease liabilities		3,161			1,924
Income taxes payable		(3,314	)		5,964

Net cash provided by operating activities		26,982			12,446
Investing activities
Purchase of property and equipment		(16,026	)		(10,580	)
Proceeds from disposal of property and equipment		206			—
Purchase of business, net of cash acquired		(88,478	)		(476,419	)

Net cash used for investing activities		(104,298	)		(486,999	)
Financing activities
Advances on line of credit		63,000			—
Payments on line of credit		(61,000	)		—
Proceeds from issuance of long-term debt		75,500			311,224
Principal payments of long-term debt		(6,683	)		(11,638	)
Payments of debt issuance costs		(1,454	)		(7,304	)
Repayments on finance leases		(55	)		(16	)
Contributions		1,000			195,039
Redemptions		(1,000	)		—

Net cash provided by financing activities		69,308			487,305
Effect of exchange rate changes on cash and cash equivalents		1,826			(2,107	)

Net (decrease) increase in cash		(6,182	)		10,645
Cash and restricted cash, beginning of period		23,531			12,886

Cash and restricted cash, end of period	$	17,349		$	23,531

Supplemental disclosure of cash flow information
Non-cash transfer of inventory to fixed assets for rental to customers	$	563		$	(3,226	)
Non-cash settlement of accounts receivable and accounts payable	$	11,400		$	3,788
Cash paid for interest	$	62,336		$	46,624
Income taxes paid	$	7,438		$	3,046

See accompanying notes to the consolidated financial statements.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

1. Summary of Significant Accounting Policies

Nature of Business

PAG Holding Corp. and Subsidiaries (collectively the “Company”), is a wholly owned subsidiary of GenNx/PAG Acquisitions, Inc (the “Parent”). The Company provides maintenance, repair, and overhaul services and distributes components for rotary and fixed wing aircraft, specializing in servicing wheels and brakes, starter generators, avionics, accessories, instruments, hydraulics, engines, fuel components, and auxiliary power units (APUs) through its FAA certified facilities.

The Company sells to customers throughout the world and maintains offices in the United States of America and in foreign countries. For the year ended December 31, 2025, 75% of the Company’s revenues originate from the United States, 9% from Australia, 10% from Canada, and the remaining 6% from other countries including Brazil, the United Kingdom, and Singapore. For the year ended December 31, 2024, 73% of the Company’s revenues originated from the United States, 13% from Australia, 10% from Canada, and the remaining 4% from other countries including Brazil and Singapore.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and include the assets, liabilities, results of operations, and cash flows of the Company.

Certain prior period amounts have been reclassified to conform to current period presentation.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of PAG Holding Corp. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s subsidiaries include:


Subsidiary		Location

Precision Heliparts, Inc., d/b/a PHP Louisiana and Aviation Parts Group		Louisiana, USA

Precision Aviation Group, Inc., d/b/a Precision Accessories and Instruments and d/b/a Precision Aircraft Services and d/b/a Precision Avionics and Instruments Gardner Aviation Specialist, Inc. d/b/a Gardner Aviation Services and d/b/a Precision Aviation Services and d/b/a Precision Aircraft Services Precision Heliparts, Inc. d/b/a Mach 2 Aviation and d/b/a Aircraft Parts Group		Georgia, USA

Aeronautical Technology, Inc. d/b/a Aero Technology, Inc. and d/b/a Precision Aero Technology Momentum FPD Services Corporation, d/b/a Precision Display Repairs Velocity Aerospace - Burbank, Inc. E.D.N. Aviation, Inc.		California, USA

Aviation Controls, Inc., d/b/a Precision Aviation Controls		Kansas, USA

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)


Keystone Turbine Services, LLC Prime Turbines, LLC - Butler		Pennsylvania, USA

Trace Aviation, Inc.		Mississippi, USA

Velocity Aerospace - Fort Lauderdale, Inc. Velocity Aerospace - NMB, Inc. Pacific Turbine USA, LLC		Florida, USA

Velocity Aerospace Holding Group, Inc. Velocity Aerospace Group, Inc. Prime Turbines, LLC - Carrollton PTB USA Holdings LLC		Texas, USA

Prime Turbines, LLC - Mesa Hye-Tech Manufacturing, LLC H.E.R.O.S. LLC		Arizona, USA

UAS Holdings LLC Unique Airmotive Services, LLC ICON Aerospace, LLC The Auxiliary Group, LLC TAG Aero, LLC		North Carolina, USA

AWT/CeralUSA Holdings, LLC CeralUSA, LLC d/b/a Qualified Coating Services		Oklahoma, USA

Aviation Welding Technologies, LLC		Massachusetts, USA

PHP Canada, Inc. PAI Canada, Inc. Precision Heliparts Canada, ULC d/b/a PHP Canada Precision Accessories and Instruments Canada, ULC d/b/a PAI Canada World Aviation Corporation, d/b/a Precision Display Repairs Aero Component Support, Inc.		Canada

Precision Aviation Group Australia PTY LTD d/b/a Precision Heliparts - Australia and d/b/a Precision Accessories and Instruments Australia IAP Group Australia Pty Ltd Pacific Turbine USA Pty Ltd Pacific Turbine Leasing Pty Ltd PAG/PTB Holdings Pty Ltd PAG/PTB Bidco Pty Ltd PTB Group Pty Ltd PTB Finance Pty Ltd 748 Cargo Pty Ltd		Australia

Precision Aviation Group Singapore PTE. LTD Precision Heliparts Singapore PTE. LTD d/b/a PAG Singapore		Singapore

Efix Servicos Aeronauticos Ltda.		Brazil

PAG UK Holdings LTD. Turner Aviation Limited		United Kingdom

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates affecting the financial statements include, but are not limited to, the allowance for credit losses and the estimate of inventory valuation. The Company evaluates and updates its assumptions and estimates on an ongoing basis. Actual results could differ from those estimates.

Translation of Foreign Currencies

The reporting currency of the Company is the U.S. Dollar. Management periodically assesses the functional currency of each subsidiary in accordance with ASC 830, “Foreign Currency Matters”.

Translation of functional currencies to reporting currency for assets and liabilities is recorded using the exchange rates at each balance sheet date, revenue and expenses are translated at average rates prevailing during the reporting period or at the date of the transaction, stockholders’ equity is translated at historical rates. Adjustments resulting from translating functional currency into reporting currency are recorded as a separate component of Accumulated Other Comprehensive Income (Loss) in the consolidated statements of stockholders’ equity.

Cash and Restricted Cash

The Company considers all highly liquid instruments with maturity of three months or less to be cash equivalents. Cash overdrafts not subject to offset by other accounts in the same financial institution are recorded as accounts payable. The Company had restricted cash of $298 and $279 as of December 31, 2025 and 2024, respectively, in connection with a lease agreement and for security of bank guarantees.

Accounts Receivable and Current Expected Credit Losses

The Current Expected Credit Losses (CECL) methodology utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses on financial assets measured at amortized cost, including loans, held-to-maturity securities, and other receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses.

Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The Company’s accounts receivable arise from sales in their various markets across the United States and internationally. The Company does not require collateral for accounts receivable but certain customers are required to prepay or make deposits with the Company prior to ordering products.

The Company maintains an allowance for credit losses based upon management’s estimate of the collectability of accounts receivable. The collectability of trade receivable balances is regularly evaluated based on a combination of factors such as customer credit-worthiness, age of current receivable accounts, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. The Company performs ongoing credit evaluations and monitoring of the current financial condition of all customers. If it is determined that a customer will be unable to fully meet its financial obligation, such as in the case of bankruptcy filing or other material events impacting its business, a specific reserve for bad debt is recorded to reduce the related receivable to the amount expected to be recovered.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

Contract Balances

The timing of revenue recognition, billings, and cash collections result in billed accounts receivable and unbilled receivables (contract assets) on the consolidated balance sheets. Amounts are billed either over time as the performance obligation is satisfied or at a point in time when items are shipped, in accordance with agreed-upon contractual terms.

Contract assets are the right to consideration in exchange for goods or services that the Company has transferred to a customer when that right is conditional on something other than the passage of time. The Company’s contract assets comprise of unbilled receivables against revenue recognized prior to receipt of payment. Contract assets are classified as current in the consolidated balance sheets due to the short time period between recognition and collection.

The beginning and ending contract balances were as follows:


For the years ended December 31,	2025		2024
Accounts receivable and other	$	73,873	$	54,831
Contract assets		3,413		3,853

The changes in contract assets are primarily due to timing differences between the Company’s performance of services or sales of components and the related right for consideration to become unconditional.

Inventory

Inventory consists of acquired units, repair parts, and core units (which are used units available to be repaired or overhauled and are both purchased and returned from customers). Inventory is generally valued based upon the specific identification method by part number, although costs of common part numbers may be averaged. Acquired units are purchased for resale from outside vendors and are valued at cost. Units in the exchange program are valued at average cost, which is estimated based upon original cost, recoverable value of returned units, and accumulated repair and maintenance costs incurred to make such units ready for exchange to another customer. Core units received through a customer exchange program (trade-in) are valued at average cost. Repair parts are purchased from outside vendors, are valued at cost, and are included in acquired units until they are consumed in the production process and are transferred to work in process. Work in process represents items being repaired either internally or externally and is valued at the cost of the unit to date including accumulated costs for labor and repair parts used in process.

The Company records a valuation adjustment to reduce the carrying cost of inventory items to net realizable value if they have had no sales activity in the preceding 36 months or if on-hand quantities exceed one year of expected usage.

Warranty

Acquired units purchased from manufacturers are covered under warranties from such manufacturers and the Company is generally not liable for defects and issues with such products. The Company warrants all component exchanges and overhauls for one (1) year or three hundred (300) hours of operation, whichever comes first. The Company makes a provision in cost of goods sold for estimated warranty costs on products sold and the accrual for such liability is included in other accrued liabilities on the accompanying consolidated balance sheets.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

For certain subsidiaries, the Company warrants the following services as follows:

Whichever period expires first

Services

Operational
hours

Elapsed time
from installation

Elapsed time from
shipping

Turbine Engine Component Accessories - Overhaul

500

3 months

6 months

Turbine Engine Component Accessories - Repair

300

3 months

6 months

Turbine Engines – Overhaul - Horizontal Situation Indicator/ Ground Based Interceptor

500

6 months

12 months

Turbine Engines - Overhaul - Continuing Airworthiness Management Organization

1,000

2 years

1 - 2 years

Turbine Engines - Repair

500

3 months

6 months -1 year

Auxiliary Power Unit (APU)

Not applicable

1 year

Warranty accrual amounted to $754 and $640 as of December 31, 2025 and 2024, respectively.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed utilizing the straight-line method over the estimated useful lives of the assets, which are as follows:


	Life
Buildings		35 years
Shop and test equipment		2 - 20 years
Technical manuals		15 - 20 years
Office furniture and equipment		3 - 7 years
Computer hardware and software		2 - 3 years
Vehicles		3 - 7 years
Leasehold improvements		Shorter of useful life or lease term

Maintenance and repairs are charged to expense as incurred, and major renovations and improvements are capitalized. Costs and accumulated depreciation applicable to assets retired are removed from the accounts, and the gain or loss on disposition is recognized in the consolidated statements of operations and comprehensive income (loss).

The Company leases engine equipment to customers under cancelable operating lease agreements. The lease terms are primarily less than one year.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be recoverable. Tests for recoverability of a long-lived asset to be held and used are measured by comparing the carrying amount of the long-lived asset or asset group to the sum of the estimated future undiscounted cash flows expected to be generated by the asset. In estimating the future undiscounted cash flows, the Company uses projections of cash flows directly associated with, and which are expected to arise as a direct result of the use and eventual disposition of the assets or asset group. If it is determined that a long-lived asset or asset group is not recoverable, an impairment loss would be calculated equal to the excess of the carrying amount of the long-lived asset or asset group over its fair value. There was no impairment loss recorded in 2025 or 2024.

Intangible Assets

Intangible assets with definite lives include customer relationships and tradenames and are stated at cost less accumulated amortization. Amortization is computed utilizing the straight-line method over the estimated useful lives of the assets. Intangible assets with indefinite useful lives, including Federal Aviation Administration (FAA) and other licenses, are reviewed annually for impairment or more frequently if impairment indicators arise. See Note 5 – Goodwill and Intangible Assets.

Goodwill

Goodwill represents the excess of the purchase price and related costs of an acquired business over the fair value of identified net assets. Goodwill is tested for potential impairment annually as of December 31, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company operates as one segment, which is considered to be the sole reporting unit, and therefore goodwill is tested for impairment at the consolidated level.

When testing goodwill for impairment, the Company may initially qualitatively assess whether it is necessary to perform a quantitative goodwill impairment test, which is only required if the Company concludes that it is more likely than not that the reporting unit’s fair value is less than its carrying amount. In evaluating whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company considers the totality of all relevant events and circumstances that affect the fair value or carrying amount of the reporting unit in accordance with ASC 350-20-35-3C. In the event the Company deems a quantitative impairment test necessary, the Company estimates and compares the fair value of the reporting unit to its carrying value including goodwill. The fair value of the reporting unit is determined using a combination of the income approach and the market approach, which involves the use of estimates and assumptions, including projected future operating results and cash flows, the cost of capital, and financial measures derived from observable market data of comparable public companies. If the fair value is less than the carrying value, the amount of impairment expense is equal to the difference between the reporting unit’s fair value and the reporting unit’s carrying value.

Based on the annual goodwill impairment test performed as of December 31, 2025, the Company’s qualitative impairment test determined that it was not more likely than not that the reporting unit fair value exceeded carrying value.

Debt Issuance Cost

Debt issuance costs are presented net with the related debt instrument and amortized over the term of the debt. Amortization is recorded to interest expense using the straight-line method, which approximates the effective interest method.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

Income Taxes

The Company files a consolidated federal income tax return. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded based on temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements at the enacted tax rate expected to be in effect when the taxes are actually paid.

The Company evaluated all tax positions that it has taken or expects to take on a tax return including decisions made concerning whether or not to file a tax return in a specific tax jurisdiction. The Company evaluated all tax positions for recognition, de-recognition, and measurement using consistent criteria. The Company has determined that it does not have any material uncertain tax positions as of December 31, 2025 and 2024. The Company recognizes interest accrued, if any, related to unrecognized tax benefits in interest expense and penalties, if any, in other expenses.

The Company is generally no longer subject to U.S. federal, state, local or foreign tax examinations by tax authorities for years before 2021.

Revenue Recognition

The Company recognizes revenue for sales of components, including the components exchange program, upon the transfer of promised goods to customers in an amount that reflects the consideration to which they expect to be entitled in exchange for those goods. The transaction price of a contract, which can include both fixed and variable amounts, is allocated to each performance obligation identified. Some contracts contain variable consideration, which could include incremental fees or penalty provisions related to performance. Variable consideration that can be reasonably estimated based on current assumptions and historical information is included in the transaction price at the inception of the contract but limited to the amount that is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Variable consideration that cannot be reasonably estimated is recorded when known.

Revenue from the engine equipment lease program is recorded over time based on usage and revenue from the APU equipment lease program is recorded over time based on fixed monthly fees. Revenue from repair services is recorded once the repair is complete and the part is delivered to the customer. In certain cases, for larger overhaul jobs, revenue is recorded over time on a percentage of completion basis. In all cases, revenue is recognized at the time the Company satisfies the performance obligation to their customer. Delivery is not considered to have occurred until the customer assumes the risks and rewards of ownership. Customers take delivery at the time of shipment for terms designated free on-board shipping point.

The Company generally sells its products and services under standard 30-day payment terms. On occasion, certain customers will negotiate extended payment terms of 60-90 days. Except for customary warranty provisions, customers neither have the right to return products nor do they have the right to extended financing.

The Company includes shipping and handling charges in its gross invoice price to customers and classifies the total amount as revenue. Shipping and handling expenses are recorded as cost of sales. Sales taxes are not recorded as a component of sales. The Company records a liability when the amounts are collected and reduces the liability when payments are made to the applicable government agency.

Revenue is recorded net of estimated product returns and discounts to customers. Returns and discounts are recorded as a reduction in revenue in the same period that the revenue is recognized. Customers have the right to return products purchased that do not function properly within a limited time after delivery.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

The Company’s disaggregated revenue by country is as follows:


For the years ended December 31,	2025		2024
Australia	$	51,608	$	63,570
Brazil		6,941		5,125
Canada		60,957		46,642
Singapore		17,028		13,274
United Kingdom		13,235		—
United States		445,793		343,438

	$	595,562	$	472,049

The Company’s disaggregated revenue by service and timing of revenue is as follows:


For the years ended December 31,	2025		2024
Equipment leases - over time	$	8,717	$	3,811
Customer engine and APU repairs services - over time		212,713		174,444
Sales of components and other repair services – point in time		374,132		293,794

	$	595,562	$	472,049

Business Combinations

When the Company acquires businesses, it applies the acquisition method of accounting and recognizes the identifiable assets acquired and the liabilities assumed at their fair values on the acquisition date, which requires significant estimates and assumptions. Goodwill is measured as the excess of the fair value of the consideration transferred over the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed. The acquisition method requires the Company to record provisional amounts for any items for which the accounting is not complete at the end of a reporting period. The Company must complete the accounting during the measurement period, which cannot exceed one year. Adjustments made during the measurement period could have a material impact on the Company’s financial condition and results of operations.

Typically, the carrying amounts of accounts receivable, inventory, prepaid expenses and other current assets, accounts payable, and accrued expenses approximate their fair values based on their short-term nature. Property and equipment are generally recorded at net book values, which approximate fair values. Right-of-use assets and lease liabilities are recorded at the acquisition date based on the present value of lease payments over the lease term. Identified intangible assets are measured using various valuation techniques.

Share-Based Compensation

Profit unit awards are issued to certain employees as compensation. These profit unit awards include time-vesting units and performance-vesting units. Compensation cost related to profit unit awards is calculated based upon the estimated fair value of the awards at the grant date, in accordance with ASC 718, Compensation – Stock Compensation. The Company recognizes compensation expense over the service period. The Company accounts for forfeitures as they occur.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

Advertising Cost

The Company expenses all advertising costs as incurred. Advertising expense was $3,229 and $2,434 for the years ended December 31, 2025 and 2024, respectively.

Leases

The Company evaluates whether a contractual arrangement that provides the Company control over the use of an asset is, or contains, a lease at inception. Right-of-use assets (ROU) represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Since most of the Company’s leases do not provide an implicit rate to determine the present value of lease payments, management uses the Company’s incremental borrowing rate based on the information available at lease commencement. ROU assets also include any lease payments made and exclude any lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that they will exercise the option. None of the lease agreements contain any material residual value guarantees. Certain lease agreements include provisions for variable rent payments, which are adjusted periodically. The Company has elected the practical expedient to not separate lease and non-lease components for its leases.

The Company has elected to apply the short-term lease exception to all leases with an initial term of 12 months or less. Short-term leases are not recorded on the consolidated balance sheets. Lease expense is recognized for these leases on a straight-line basis over the lease term.

Certain of the Company’s leases are denominated in a foreign currency. For these leases, the lease liability and right-of-use asset are measured using the exchange rate at the lease commencement date. Subsequently, the foreign currency denominated lease liability is remeasured using the exchange rate at each reporting date. Any changes to the lease liability arising from the translation of foreign currency are recognized in the consolidated statements of operations and comprehensive income (loss) as a foreign exchange gain or loss.

Derivative Instruments

During the year ended December 31, 2025, the Company entered into a foreign currency forward contract in connection with the acquisition of Turner Aviation Limited (“Turner”) to economically hedge exposure to changes in the British pound related to the purchase price. The derivative instrument was not designated as a hedging instrument for accounting purposes under ASC 815, Derivatives and Hedging, and was settled in full during the period. For the year ended December 31, 2025, the Company recognized a loss of approximately $112 in Other expense (income). No derivative instruments were outstanding as of December 31, 2025.

Recently Adopted Accounting Pronouncement

Accounting Standards Update (“ASU”) 2023-09 - In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The adoption resulted in an expansion of the income tax footnote disclosures for the Company. See “Note 9 - Income Tax” for further information.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2025, the FASB issued ASU 2025-12 Accounting Standards Update Codification Improvements (“ASC 2025-12”), which address stakeholder suggestions on the Accounting Standards Codification and make other incremental improvements to generally accepted accounting principles. The amendments make Codification updates to a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the impact of ASU 2025-12 on its accounting and disclosures.

In September 2025, the FASB issued ASU No. 2025-06 Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”) to modernize the accounting guidance for costs incurred to develop internal-use software, including which costs are required to be recognized as an asset. ASU 2025-06 is effective for annual and interim reporting periods beginning after December 15, 2027. The Company is evaluating the impact of ASU 2025-06 on its accounting and disclosures.

In July 2025, the FASB issued ASU No. 2025-05 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. ASU 2025-05 is effective for annual and interim reporting periods beginning after December 15, 2025 and may be early adopted. The Company is evaluating the impact of ASU 2025-05 on its accounting and disclosures.

In November 2024, the FASB issued ASU No. 2024-03 Income Statement (Topic 220): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires additional disclosures of certain amounts included in the expense captions presented on the statement of operations as well as disclosures about selling expenses. ASU 2024-03 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is evaluating the impact of ASU 2024-03 on its accounting and disclosures.

2. Allowance for Credit Losses

The following table summarizes the Company’s allowance for credit losses for trade accounts receivable:


December 31,	2025			2024
Balance, January 1	$	2,941		$	3,905
Current year provision for expected credit losses		350			(123	)
Write-offs		(1,568	)		(1,480	)
Recoveries and other		1,045			639

Balance, December 31	$	2,768		$	2,941

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

3. Inventory

Inventory balances presented in the accompanying consolidated balance sheets consist of the following amounts:


December 31,	2025		2024
Acquired units, including cores	$	155,826	$	136,040
Work-in-process		33,053		31,058

Total inventory	$	188,879	$	167,098

4. Property and Equipment

Property and equipment presented in the accompanying consolidated balance sheets consist of the following amounts:


December 31,	2025			2024
Shop and test equipment	$	56,745		$	48,609
Technical manuals		2,825			2,552
Office furniture and equipment		2,280			1,868
Computer hardware and software		5,187			4,248
Vehicles		535			377
Buildings and leasehold improvements		11,588			8,171
Construction in process		3,735			2,112

		82,895			67,937
Less accumulated depreciation		(23,040	)		(16,735	)

Total property and equipment	$	59,855		$	51,202

Depreciation expense relating to property and equipment was $9,465 and $6,420 for the years ended December 31, 2025 and 2024, respectively.

Engine equipment included in shop and test equipment and accumulated depreciation was $21,660 and $5,595, respectively, at December 31, 2025, and $21,459 and $3,610, respectively, at December 31, 2024.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

5. Goodwill and Intangible Assets

Goodwill

Changes in the carrying amount of goodwill for the periods ended December 31, 2025 and 2024 are as follows:


Goodwill
Balance as of December 31, 2023	$	159,421
Foreign currency translation		(4,469	)
Goodwill acquired		237,504

Balance as of December 31, 2024		392,456
Foreign currency translation		2,944
Goodwill acquired		52,359
Measurement period adjustments		(3,036	)

Balance as of December 31, 2025	$	444,723

Intangible Assets

Intangible assets presented in the accompanying consolidated balance sheets consist of the following amounts:


			December 31, 2025
	Life		Cost		Accumulated Amortization			Net Intangibles
Customer relationships, net		15 years	$	243,266	$	(45,098	)	$	198,168
FAA and other licenses		Indefinite		117,486		—			117,486
Tradenames, net		1 year		7,050		(6,885	)		165

Total intangibles, net			$	367,802	$	(51,983	)	$	315,819


			December 31, 2024
	Life		Cost		Accumulated Amortization			Net Intangibles
Customer relationships, net		15 years	$	216,787	$	(29,747	)	$	187,040
FAA and other licenses		Indefinite		103,682		—			103,682
Tradenames, net		1 year		6,746		(6,171	)		575

Total intangibles, net			$	327,215	$	(35,918	)	$	291,297

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

Customer Relationships

Amortization is computed utilizing the straight-line method over the estimated useful lives of the customer relationships, which are 15 years. Amortization expenses related to customer relationships was $15,351 and $7,449 for the years ended December 31, 2025, and 2024, respectively. Future amortization for the next five years of customer relationships is as follows:


For the years ending December 31,
2026	$	16,217
2027	$	16,217
2028	$	16,217
2029	$	16,217
2030	$	16,217
Thereafter	$	117,083

Total	$	198,168

Tradenames

Amortization for tradenames is computed utilizing the straight-line method over the estimated useful lives of the tradenames, which are 1 year. Amortization expense related to tradenames was $714 and $212 for the years ended December 31, 2025 and 2024, respectively. Future amortization for the year ending December 31, 2026 is $165.

6. Long-Term Debt

Effective September 23, 2024, the Senior Secured Credit Agreement was amended (“Amendment 1”). The Company determined that the Amendment should be accounted for as a modification. Accordingly, the Company capitalized $7,304 of debt issuance costs related to fees paid to lenders and is amortizing this amount over the remaining term of the facility.

Effective July 9, 2025, the Company entered into a second amendment to its Senior Secured Credit Agreement (“Amendment 2”), providing for incremental term loan commitments in an aggregate principal amount of $75,500, which were fully drawn on the amendment’s effective date. The incremental term loan bears interest at a variable rate consistent with the existing term loans under the Senior Secured Credit Agreement and matures on the same date as the original facility. The Company evaluated Amendment 2 in accordance with ASC 470, Debt, and concluded that it should be accounted for as a modification. Accordingly, the incremental proceeds were recorded as additional long-term debt, and fees incurred in connection with Amendment 2 of approximately $1,454 were capitalized as debt issuance costs and are being amortized over the remaining term of the Senior Secured Credit Agreement.

As of December 31, 2025, the Company’s long-term debt consists primarily of borrowings under its Senior Secured Credit Agreement, as amended. All amounts outstanding under the Senior Secured Credit Agreement are held by related parties, as certain lenders are also equity investors in the Company. See Note 12 - Related Party Transactions.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

The Company’s long-term debt consists of the following:


*December 31,*	2025			2024
A term loan, under the Senior Secured Credit Agreement, for a total principal amount of $333,500, with a maturity date of December 21, 2029. The loan bears interest at the bank’s SOFR plus a margin rate. Interest and principal are payable quarterly. The effective interest rate was 10.0% at December 31, 2025. The loan calls for quarterly principal payments of $834.	$	327,584		$	330,165
The Amendment 1 incremental term loan under the Senior Secured Credit Agreement, for a total principal amount of $183,860, with a maturity date of December 21, 2029. The loan bears interest at the bank’s SOFR plus a margin rate. Interest and principal are payable quarterly. The effective interest rate was 10.0% at December 31, 2025. The loan calls for quarterly principal payments of $460.		181,562			183,400
The Amendment 2 incremental term loan under the Senior Secured Credit Agreement, for a total principal amount of $183,860 with a maturity date of December 21, 2029. The loan bears interest at the bank’s SOFR plus a margin rate. Interest and principal is payable quarterly. The effective interest rate was 10.0% at December 31, 2025. The loan calls for quarterly principal payments of $189.		74,368			—
A revolving line of credit, under the Senior Secured Credit Agreement, with an amount available up to $50,000 with a maturity date of December 21, 2029. The loan bears interest at the bank’s base rate plus a margin rate. Interest is payable quarterly. The unfunded rate is 0.5%. The amount available was $38,000 and $40,000 at December 31, 2025 and 2024, respectively.		12,000			10,000
A delayed draw term loan, under the Senior Secured Credit Agreement, of $110,000 with a maturity date of December 21, 2029. The loan bears interest at the bank’s SOFR plus a margin rate. Interest is payable quarterly. The unfunded rate is 1%. No amounts were available at December 31, 2025 or 2024.		108,350			109,450
A Vehicle Retail Installment Contact for a principal amount of $56, with a termination date of November 3, 2027. The loan does not bear interest. Principal is payable monthly.		18			27
A Vehicle Retail Installment Contact for a principal amount of $88, with a termination date of July 23, 2028. The loan bears interest at 2.9%. Interest and principal are payable monthly.		58			80

Total		703,940			633,122
Less current maturities		(7,060	)		(6,305	)
Less debt issuance costs		(7,067	)		(7,195	)

Long-term debt, net of current maturities and unamortized debt issuance costs	$	689,813		$	619,622

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

The Company’s long-term debt under the Senior Secured Credit Agreement is collateralized by substantially all assets of the Company. The Company is required to meet certain financial and non-financial covenants. As of December 31, 2025, the Company was in compliance with all covenants.

For the years ended December 31, 2025 and 2024, interest expense recognized was $63,528, including amortization of debt issuance costs of $1,582, and $46,777, including amortization of debt issuance costs of $569, respectively.

Future maturities of long-term debt are as follows:


For the years ending December 31,
2026	$	7,060
2027		7,059
2028		7,042
2029		682,779
2030		—

Total		703,940
Less current maturities		(7,060	)
Less debt issuance costs		(7,067	)

Long-term debt, net of current maturities and unamortized debt issuance costs	$	689,813

7. Leases

The Company has operating and finance leases related to certain office space, warehouses, vehicles, and equipment. The Company’s leases have remaining lease terms ranging up to 15 years and some of the leases include renewal options. The Company only includes the renewal terms in its calculation of lease assets and liabilities if it is reasonably certain to exercise the renewal option. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Operating Leases

Lease cost information related to operating leases is as follows:


Year ended December 31,	2025		2024
Operating lease cost	$	7,630	$	5,770
Short-term lease cost		280		383
Variable lease cost		1,008		841

Total lease cost	$	8,918	$	6,994

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

Finance Leases

Lease cost information related to finance leases is as follows:


Year ended December 31,	2025		2024
Amortization of lease assets included in depreciation and amortization expense	$	59	$	16
Interest on lease liabilities included in interest expense		8		3

Total lease cost	$	67	$	19

Lease Terms and Other Information

The following summarizes the weighted average remaining lease terms and discount rates as of December 31:


	2025			2024
Weighted average remaining lease term
Operating leases		6.2			6.9
Finance leases		1.8			2.3
Weighted average discount rate
Operating leases		9.3	%		9.7	%
Finance leases		10.5	%		10.4	%

Other information related to leases is as follows:


Year ended December 31,	2025		2024
Cash paid for amounts included in the measurement of lease obligations
Operating cash flows from operating leases	$	7,278	$	5,214
Operating cash flows from finance leases		8		3
Financing cash flows from finance leases		55		16
Right-of-use assets obtained in exchange for operating lease obligations		6,744		5,302

Future maturities of the Company’s lease liabilities are as follows:


For the years ending December 31,	Operating			Finance
2026	$	8,044		$	36
2027		7,656			12
2028		7,515			8
2029		6,390			—
2030		5,525			—
Thereafter		9,839			—

Total lease payments		44,969			56
Less imputed interest		(11,218	)		(5	)

Present value of minimum lease payments	$	33,751		$	51

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

The Company had leases denominated in a foreign currency comprised of the following:


December 31,	2025		2024
Operating lease, ROU assets		3,469		2,655
Current operating lease liabilities		700		506
Long-term operating lease liabilities		2,919		2,228

The Company recognized a foreign exchange loss of $71 and a gain of $114 in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2025 and 2024, respectively, related to these leases.

Depreciation expense related to engine equipment under operating leases is recorded as Cost of sales and amounted to $3,933 and $1,934 for the years ended December 31, 2025, and 2024, respectively. Engine equipment is recorded within Property and equipment, net as these operating leases are less than 12 months in duration.

8. Retirement Plans

The Company sponsors a 401(k) plan covering substantially all of its employees who reside in the United States. The Company makes matching contributions of 25% of the employees’ contributions up to 6% of the employees’ compensation. The Company’s matching contributions to the 401(k) plan were $186 and $158 for the years ended December 31, 2025 and 2024, respectively.

The Company sponsors a 401(k) plan covering Icon Aerospace, LLC and The Auxiliary Group, LLC’s employees. The Company makes matching contributions up to 2% of the employees’ compensation. The Company’s matching contributions to the 401(k) plan were $108 and $21 for the years ended December 31, 2025 and 2024, respectively.

The Company sponsors a Group Retirement Savings Plan (RSP) for its employees who reside in Canada, with the exception of World Aviation Corporation. The Company makes matching contributions of 25% of the employees’ contributions up to 6% of the employees’ compensation. The Company’s matching contributions to the RSP were $8 and $7 for the years ended December 31, 2025 and 2024, respectively.

The Company pays mandatory superannuation for all of its employees who reside in Australia. The rates from January 1, 2025 to June 30, 2025 were 11.5% on maximum quarterly earnings of $65,070 (actual USD) and the rates from July 1, 2025 to December 31, 2025 were 12% on maximum quarterly earnings of $62,500 (actual USD). The Company’s superannuation contributions were $522 and $557 for the years ended December 31, 2025 and 2024, respectively.

The Company pays mandatory contributions to the Central Provident Fund (CPF) retirement fund for all of its employees who reside in Singapore. The CPF contributions are subject to monthly and annual salary ceilings. The 2025 rates were 17% for employees aged 55 and below, 15.5% for employees aged 55 to 60 years, 12% for employees aged 60 to 65 years, 9% for employees aged 65 to 70 years and 7.5% for employees aged 70 and above. The 2025 annual salary ceiling is $102,000 (actual USD) and the monthly wage ceiling is $7,400 (actual USD). The Company’s CPF contributions were $55 and $28 for the years ended December 31, 2025 and 2024, respectively.

In 2025, the Company sponsored a 401(k) plan covering H.E.R.O.S., Inc.’s employees. The Company makes matching contributions up to 4% of the employees’ compensation. The Company’s matching contributions to the 401(k) plan were $5 for the year ended December 31, 2025.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

In 2025, the Company sponsored a safe harbor 401(k) plan covering Keystone Turbine Services, Trace Aviation, Inc., Velocity Aerospace Group, Inc., Prime Turbine, LLC, Pacific Turbine USA, LLC, Aviation Welding Technologies, LLC and CeralUSA LLC’s employees. The Company makes safe harbor matching contributions up to 3% of the employees’ compensation and 50% on the employees’ contributions that are greater than 3% but less than or equal to 5% of the employees’ compensation. The Company’s matching contributions to the safe harbor 401(k) plan were $684 for the year ended December 31, 2025.

In 2024, the Company sponsored a safe harbor 401(k) plan covering Keystone Turbine Services, Trace Aviation, Inc., Velocity Aerospace Group, Inc., Prime Turbine, LLC and Pacific Turbine USA, LLC.’s employees. The Company made safe harbor matching contributions up to 3% of the employees’ compensation and 50% on the employees’ contributions that are greater than 3% but less than or equal to 5% of the employees’ compensation. The Company’s matching contributions to the safe harbor 401(k) plan were $576 for the year ended December 31, 2024.

In 2024, the Company sponsored a safe harbor 401(k) plan covering Aviation Welding Technologies, LLC and CeralUSA, LLC’s employees. The Company made safe harbor matching contributions up to 4% of the employees’ compensation. The Company’s matching contributions to the safe harbor 401(k) plan were $19 for the year ended December 31, 2024. In 2025, the Aviation Welding Technologies, LLC and CeralUSA, LLC’s employees were merged into the safe harbor 401(k) plan covering Keystone Turbine Services, Trace Aviation, Inc., Velocity Aerospace Group, Inc., Prime Turbine, LLC and Pacific Turbine USA, LLC’s employees.

9. Income Taxes

The deferred income tax assets and liabilities as presented in the accompanying consolidated balance sheets consist of the following amounts:


December 31,	2025		2024
Deferred income tax assets	$		$
Inventory		4,157		2,883
Net operating losses		3,546		4,203
Interest		16,489		10,383
Other		4,246		5,019

Deferred tax assets, gross		28,438		22,488
Valuation allowance		—		(2,274	)

Total deferred income tax assets		28,438		20,214
Deferred income tax liabilities
Intangible assets		32,677		18,874
Property, plant, and equipment		9,938		8,385
Other		1,634		469

Total deferred income tax liabilities		44,249		27,728

Net deferred tax liabilities	$	15,811	$	7,514

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

As a result of acquisition activity during 2021, the Company inherited a US income tax net operating loss (NOL). As of December 31, 2025, the gross federal NOL was approximately $15,594 and does not expire. The acquired NOL is subject to an annual usage limitation under IRC Sec 382. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers projections of future taxable income, tax planning strategies, and the reversal of temporary differences in making this assessment. Management concludes that no valuation allowance is required.

The significant components of income tax expense (benefit) allocated to operations are as follows:


Year ended December 31,	2025			2024
Current
Federal tax (benefit) expense	$	(419	)	$	5,195
State tax expense		500			487
Foreign tax expense		4,538			3,512

Total current		4,619			9,194
Deferred
Federal tax benefit		(2,012	)		—
State tax expense		317			—
Foreign tax expense		2,703			—

Deferred tax expense (benefit)		1,008			(1,823	)

Total	$	5,627		$	7,371

For the years ending December 31, 2025 and 2024, the Company reported a tax provision of $5,627 and $7,371 on pretax book income of $22,258 and $14,152, respectively. This resulted in an effective tax rate of 25% and 52% for December 31, 2025 and 2024, respectively.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

The Company’s effective tax rate differed from the U.S. statutory rate of 21% primarily due to state and foreign income tax expenses, changes in the valuation allowance, return-to-provision adjustments, and other non-deductible expenses. A reconciliation of the provision for income taxes to the amount computed by applying the statutory federal income tax rate is as follows:


	Year ended December 31, 2025
	Amount			Percent
U.S. Federal Statutory Tax Rate	$	4,740			21.0	%
State and Local Taxes, Net of Federal Income Tax Effect		712			3.2	%
Foreign tax effects
Australia
Deferred true-ups		1,086			4.8	%
Other		886			3.9	%
Canada
Foreign rate differential		580			2.6	%
Other		69			0.3	%
Other foreign jurisdictions		233			1.0	%
Effect of changes in tax laws or rates enacted in the current period		—			0.0	%
Effect of cross-border tax laws
Branch-related U.S. tax		2,597			11.5	%
Other		(175	)		-0.8	%
Tax credits
Foreign tax credits		(3,243	)		-14.4	%
Changes in valuation allowance		(2,274	)		-10.1	%
Nontaxable or nondeductible items
Other		168			0.7	%
Changes in unrecognized tax benefits		—			0.0	%
Other adjustments
Acquisition costs		369			1.6	%
Return-to provision adjustment		(294	)		-1.3	%
Other		173			0.8	%

Effective income tax rate		5,627			24.9	%


	Year ended December 31, 2024
Tax at statutory federal income tax rate	$	2,972
Increases (decreases) in tax resulting from:
State taxes, net of federal income tax effect		(6	)
Foreign tax effects		917
Prior year true-up adjustment		(866	)
Valuation allowance		2,274
Other non-deductible expenses		2,080

Provision for income taxes	$	7,371

Effective income tax rate		52.1	%

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

No deferred U.S. income tax liability has been recognized on undistributed earnings of certain foreign subsidiaries as they have been deemed permanently invested outside the U.S., and it is not practicable to estimate the deferred tax liability related to such undistributed earnings.

The Company did not record any significant changes in its unrecognized tax benefits or total interest and penalties for tax years remaining open to examination during the years ended December 31, 2025 and 2024. Currently, there are not any ongoing audits or examinations with any tax jurisdictions.

Income taxes paid (net of refunds received) as shown in the Consolidated Statements of Cash Flows consists of the following:


	Year ended December 31, 2025
Federal income taxes paid (net of refunds)	$	3,632
State income taxes paid (net of refunds received)		801
Foreign income taxes paid (net of refunds received)
Canada		2,569
Other foreign jurisdictions		436

Total income taxes paid (net of refunds received)	$	7,438

10. Stockholders’ Equity

During 2025, the Company received stockholder contributions totaling $1,000, which were made in the form of $250 of cash and $750 of rollover equity as a result of the Turner acquisition discussed in Note 16. Additionally, during 2025, the Company made distributions to one of its stockholders totaling $1,000. The contributions and distributions have been recorded as additional paid-in capital in the consolidated statements of changes in stockholders’ equity.

The foreign currency translation adjustment included in the consolidated statements of changes in stockholders’ equity represents the net effect of translating the financial statements of foreign subsidiaries into the reporting currency. The translation adjustments, recorded as other comprehensive income (loss) was a gain of $5,477 and a loss of $8,183 for the years ending December 31, 2025, and 2024, respectively.

Preferred Stock

The Company is authorized to issue preferred stock. As of December 31, 2025 and 2024, no preferred stock is outstanding. The holders of preferred stock, if any subsequently issued, would have no voting power and a $100 per share liquidation preference. The preferred return on such units accrues at a rate of 10% per year compounded annually on the anniversary date of issuance on (a) unreturned capital and (b) the unpaid preferred yield thereon for all prior periods. If a liquidation event occurs, the holders of preferred stock would receive the preference amount per share, plus accrued and unpaid dividends, before any assets of the Company are distributed to the holders of its other capital stock. The preferred stock has no conversion or redemption features.

Common Stock

The holders of common stock have one vote per share in all corporate matters. Subject to the rights of the holders of the preferred stock and unless prohibited by law, dividends may be declared and paid on the common stock as and when determined by the Board of Directors. No dividends were declared or paid in 2025 or 2024. Subject to the rights of the holders of the preferred stock, if the Company liquidates, dissolves or winds up its business, the holders of the common stock will be entitled to receive, ratably based upon the number of outstanding shares of common stock held by each such holder, all assets of the Company available for distribution to its stockholders.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

11. Share-Based Compensation

Profit Unit Awards

The Parent granted profit unit awards to certain employees of the Company. The profit unit awards consist of time-vesting units and performance-vesting units. The time-vesting units vest ratably over a four-year period and compensation expense is recorded over the vesting period. The performance-vesting units vest upon certain performance conditions being met.

Information regarding the profit unit awards is as follows:


	Time-vesting units			Performance-vesting units			Total
Outstanding, December 31, 2023		7,091			7,091			14,182
Granted		2,918			2,918			5,836
Forfeited		—			—			—

Outstanding, December 31, 2024		10,009			10,009			20,018
Granted		1,289			1,288			2,577
Forfeited		(329	)		(658	)		(987	)

Outstanding, December 31, 2025		10,969			10,639			21,608

Profit unit award activity for the year ended December 31, 2025 was as follows:


	Number of Units			Weighted Average Grant Date Fair Value
Unvested as of December 31, 2024		15,912		$	178.0
Granted		2,577			188.4
Vested		(3,042	)		179.8
Forfeited		(987	)		178.0

Unvested as of December 31, 2025		14,460		$	181.1

The total number of vested and unvested units was 7,148 and 14,460, respectively, at December 31, 2025, and 4,106 and 15,912, respectively, at December 31, 2024. The Company determined compensation expense based upon the grant date fair value of such awards. For the years ended December 31, 2025, and 2024, the amount of compensation expense recorded was $507 and $674, respectively. Fair value at date of grant was estimated using a valuation model for enterprise value of the company based upon cash flows and expected valuation multiples of peer companies divided by units outstanding giving consideration for share preferences, rights, and obligations. The significant assumptions used are valuation multipliers and discount rates applied in the model.

As of December 31, 2025, there was $625 of unrecognized compensation expense related to unvested profit unit awards, which is expected to be recognized over a weighted average period of approximately 1.5 years.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

12. Related Party Transactions

The Company is required to pay fees to parent companies for management services. Management fees are payable in arrears on the first day of each calendar quarter. Total management fees and expenses paid to parent companies included in Other expense (income) in the consolidated statements of operations and comprehensive income (loss) were $4,741 and $2,651 for the years ended December 31, 2025 and 2024, respectively.

A stockholder owns and leases hangar space to the Company for which total rent payments approximated $93 and $91 for the years ended December 31, 2025 and 2024, respectively.

Certain lenders under the Company’s Senior Secured Credit Agreement are also equity investors in the Company and are therefore considered related parties. As of December 31, 2025 and 2024, all amounts outstanding under the Company’s long-term debt arrangements were held by related parties. Interest expense and closing fees paid to related party lenders under the Senior Secured Credit Agreement in the consolidated statements of operations and comprehensive income (loss) were $63,528 and $1,135, respectively, for the year ended December 31,2025 and $46,777 and $6,821, respectively, for the year ended December 31, 2024. Additional information regarding the terms and conditions of the Company’s related-party debt is provided in Note 6, Long-Term Debt.

The Company paid expenses of $155 and $275 on behalf of certain stockholders for the years ended December 31, 2025 and 2024, respectively.

The Company issued a related party note to a stockholder for $730 during 2023. The note is to be repaid at the earlier of either a) the sale of the Company or b) November 10, 2033. The note bears interest of 5.25%. The outstanding balance of the related party note receivable on the consolidated balance sheets is $730 as of December 31, 2025 and 2024.

13. Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs used to measure fair value into the following hierarchy are determined as follows:


Level 1		Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2		Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

Level 3		Unobservable inputs for the asset or liability.

For cash, accounts receivable and accounts payable, the fair value approximates the carrying value due to the short maturity periods of these financial instruments.

The carrying value of the Company’s long-term debt approximated fair value as of December 31, 2025, based on current borrowing rates available to the Company for instruments with similar terms, maturities, and credit risk.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

14. Concentrations of Risk

The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts. Deposits in Canadian, Brazilian, United Kingdom, Australian, and Singaporean banks totaled $3,041 and $3,643 at December 31, 2025 and 2024, respectively.

The Company is periodically subject to concentration risk related to certain large customers, the loss of which could have a material adverse impact on the Company’s operations. As of December 31, 2025 and 2024, the Company did not have any customers considered to be significant.

15. Commitments and Contingencies

The Company is a licensed Federal Aviation Administration (FAA) repair facility and is subject to regulatory inspection and compliance requirements to maintain such licenses. In addition, certain of the Company’s vendors and customers have inspection and compliance requirements. These compliance and regulatory obligations periodically result in claims and investigations related to products, contracts and employment matters which may result in litigation or other legal action including warranty liability to repair or replace certain products or fines, penalties, and compensatory damages. Management of the Company believes, based upon current information, that the outcome of any such disputes and investigations will not have a material effect on the Company’s financial position, results of operations, or cash flows. Where it is reasonably possible that the Company will incur losses in excess of recorded amounts in connection with any such matters, the Company will disclose either the amount or range of reasonably possible losses in excess of such amounts or, where no such amount or range can be reasonably estimated, the reasons why no such estimate can be made.

16. Business Combinations

The goodwill recognized as part of the acquisitions is tax deductible, the non-deductible portion is related to the UAS goodwill acquired through rollover equity. Goodwill is attributable primarily to the expected synergies and assembled workforces of the acquired businesses.

AWT/CeralUSA Holdings, LLC

On April 16, 2024, the Company completed the acquisition of the equity interests of AWT/CeralUSA Holdings, LLC (AWT/Ceral) for an aggregate cash purchase price of $16,465, which included $486 of cash acquired. The consideration was allocated to the assets acquired and liabilities assumed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805, Business Combinations, which includes purchase accounting adjustments to reflect the fair values of the underlying assets and liabilities. The result of operations of AWT/Ceral are consolidated with the Company from the date of acquisition. This strategic acquisition enhanced the Company’s welding and coating capabilities while broadening its product offerings for the airline market.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

Purchase Price Consideration


Assets acquired
Cash and cash equivalents	$	486
Accounts receivable		803
Inventory		49
Prepaid expenses and other current assets		8
Property & equipment		17
Right of use asset		972
Deferred tax asset		214
Goodwill		15,092
Liabilities assumed
Accounts payable		123
Accrued expenses		83
Lease liabilities		970

Net assets acquired	$	16,465

The Company’s consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2024 include revenue of $6,830 and income of $1,045 attributable to AWT/Ceral since the date of acquisition.

Costs incurred for the purchase of AWT/Ceral comprised of $1,136 recorded in operating expenses in the consolidated statement of operations and comprehensive income (loss) as of December 31, 2024, and $266 capitalized as debt issuance costs on the consolidated balance sheet.

Unaudited Pro Forma Consolidated Financial information

The following unaudited pro forma financial information for the year ended December 31, 2024 has been prepared by adjusting the Company’s historical consolidated results to reflect the acquisition of AWT/Ceral as though the acquisition had occurred on January 1, 2023. The unaudited pro forma financial information reflects the application of business combination accounting.

The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition occurred on January 1, 2023, nor is it intended to be indicative of future results of operations.


	Year ended December 31, 2024
Revenues	$	474,597
Net income	$	8,585

UAS Holdings, LLC

On September 23, 2024, the Company completed the acquisition of the equity interests of UAS Holdings, LLC (UAS) for an aggregate purchase price of $467,061, which included $6,621 of cash acquired. The purchase price was paid to the sellers through cash of $458,861 and rollover equity comprised of parent company units fair valued at $8,200. The fair value of the rollover equity was estimated by comparison to a similar equity transaction for cash at the same date. The consideration was allocated to the assets acquired and liabilities assumed in accordance with ASC 805, which

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

includes purchase accounting adjustments to reflect the fair values of the underlying assets and liabilities. The results of operations of UAS are consolidated by the Company from the date of acquisition. This strategic acquisition significantly enhanced the Company’s avionics and engine services capabilities while broadening its product offerings for the airline market.

Purchase Price Consideration


Assets acquired
Cash and cash equivalents	$	6,621
Accounts receivable		11,854
Inventory		23,303
Prepaid expenses and other current assets		526
Property & equipment		13,776
Right of use asset		6,764
Identified intangible assets		193,548
Deferred tax asset		1,183
Goodwill		222,412
Liabilities assumed
Accounts payable		2,161
Accrued expenses		4,001
Lease liabilities		6,764

Net assets acquired	$	467,061

The acquired intangible assets of approximately $193,548 were assigned to tradenames of $787, certifications of $48,591, and customer relationships of $144,170.

The Company’s consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2024 include revenue of $27,650 and loss of $865 attributable to UAS since the date of acquisition.

Costs incurred for the purchase of UAS comprise of $5,159 recorded in operating expenses in the consolidated statement of operations and comprehensive income (loss) as of December 31, 2024, and $7,039 capitalized as debt issuance costs on the consolidated balance sheet.

Unaudited Pro Forma Consolidated Financial information

The following unaudited pro forma financial information for the year ended December 31, 2024 has been prepared by adjusting the Company’s historical consolidated results to reflect the acquisition of UAS as though the acquisition had occurred on January 1, 2023. The unaudited pro forma financial information reflects the application of business combination accounting, including incremental amortization expense related to acquired intangible assets and interest expense associated with acquisition financing.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)


	Year ended December 31,
	2024
Revenues	$	542,143
Net income	$	9,122

Turner Aviation

On July 9, 2025, the Company acquired Turner Aviation Limited (“Turner”), for an aggregate purchase price of $77,594, inclusive of cash acquired amounting to $3,265, an earnout of $765, and rollover equity of $750. The consideration was allocated to the assets acquired and liabilities assumed in accordance with ASC 805, which includes purchase accounting adjustments to reflect the fair values of the underlying assets and liabilities. The results of operations of Turner are consolidated by the Company from the date of acquisition. This strategic acquisition allowed the Company to enter European markets as Turner is headquartered in the United Kingdom, specializing in the repair and overhaul of a wide range of avionics, components, and fuel systems.

During the year ended December 31, 2025, the purchase price allocation was adjusted to reflect measurement period adjustments based on new information obtained about facts and circumstances that existed as of the acquisition date. Such adjustments resulted in a $3,036 decrease to goodwill, primarily driven by a $3,099 decrease to deferred tax liabilities. The following table sets forth the allocation of the purchase price to the assets acquired and liabilities assumed, including measurement period adjustments. The measurement period ends on July 9, 2026.

Purchase Price Consideration


	As of July 9, 2025		Measurement Period Adjustments			As of December 31, 2025
Assets acquired
Cash and cash equivalents	$	3,261		4			3,265
Accounts receivable		2,566		(38	)		2,528
Inventory		4,677		287			4,964
Prepaid expenses and other current assets		290		(27	)		263
Income taxes receivable		11		—			11
Property & equipment		504		2			506
Right of use asset		527		(41	)		486
Identified intangible assets		34,562		—			34,562
Goodwill		46,463		(3,036	)		43,427
Liabilities assumed
Accrued compensation and benefits		718		—			718
Deferred tax liability		11,828		(3,099	)		8,729
Accounts payable		1,650		2			1,652
Accrued expenses		801		32			833
Lease liabilities		527		(41	)		486

Net assets acquired	$	77,337		257			77,594

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

The Company’s consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2025 include revenue of $13,235 and income of $1,773 attributable to Turner since the date of acquisition.

Costs incurred for the purchase of Turner comprised of $3,881 recorded in operating expenses in the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2025 and $1,276 capitalized as debt issuance costs on the consolidated balance sheet at acquisition date.

The total consideration includes an accrual of $765 as of the acquisition date representing the estimated fair value of contingent consideration the Company may be obligated to pay should Turner meet a certain earnings objective following the acquisition. The acquisition-date fair value of contingent consideration was estimated using Monte Carlo simulation option pricing method. The contingent consideration liability is remeasured at fair value each reporting period. As of December 31, 2025, the value of contingent consideration was $2,460, and the Company recorded a loss amounting to $1,695 in Other expense (income).

Unaudited Pro Forma Consolidated Financial information

The following unaudited pro forma financial information for the years ended December 31, 2025 and 2024 has been prepared by adjusting the Company’s historical consolidated results to reflect the acquisition of Turner as though the acquisition had occurred on January 1, 2024. The unaudited pro forma financial information reflects the application of business combination accounting, including incremental amortization expense related to acquired intangible assets and interest expense associated with acquisition financing.

The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition occurred on January 1, 2024, nor is it intended to be indicative of future results of operations.


	Year ended December 31,
	2025		2024
Revenues	$	607,977	$	494,756
Net income	$	20,467	$	4,764

H.E.R.O.S. Inc.

On November 7, 2025, the Company entered into a definitive agreement to acquire all of the equity interests of H.E.R.O.S. Inc. (“Heros”), a premier Rolls Royce MRO provider based in Chandler, Arizona, for $15,306, inclusive of cash acquired amounting to $1,156 and an earnout of $460. Heros is recognized for its technical expertise, strong customer relationships, and long-standing support for both domestic and international operators. The consideration was allocated to the assets acquired and liabilities assumed in accordance with ASC 805, which includes purchase accounting adjustments to reflect the fair values of the underlying assets and liabilities. The results of operations of Heros are consolidated by the Company from the date of acquisition.

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

Purchase Price Consideration


Assets acquired
Cash and cash equivalents	$	1,156
Accounts receivable		1,249
Inventory		1,540
Prepaid expenses and other current assets		67
Property & equipment		1,041
Identified intangible assets		5,679
Right of use asset		618
Goodwill		5,896
Liabilities assumed
Accounts payable		418
Accrued expenses		1,090
Lease liabilities		432

Net assets acquired	$	15,306

The Company’s consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2025 include revenue of $2,004 and income of $280 attributable to Heros since the date of acquisition.

Costs incurred for the purchase of Heros comprise of $1,101 recorded in operating expenses in the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2025.

The total consideration includes an accrual of $460 as of the acquisition date representing the estimated fair value of contingent consideration the Company may be obligated to pay should Heros meet a certain earnings objective following the acquisition. The acquisition-date fair value of contingent consideration was estimated using Monte Carlo simulation option pricing method. The contingent consideration liability is remeasured at fair value each reporting period.

Unaudited Pro Forma Consolidated Financial information

The following unaudited pro forma financial information for the years ended December 31, 2025 and 2024 has been prepared by adjusting the Company’s historical consolidated results to reflect the acquisition of Heros as though the acquisition had occurred on January 1, 2024. The unaudited pro forma financial information reflects the application of business combination accounting, including incremental amortization expense related to acquired intangible assets.

The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition occurred on January 1, 2024, nor is it intended to be indicative of future results of operations.


	Year ended December 31,
	2025		2024
Revenues	$	605,053	$	481,018
Net income	$	18,047	$	5,046

PAG Holding Corp. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands)

17. Subsequent Events

Subsequent events have been evaluated and disclosed through April 23, 2026, the date the consolidated financial statements were available to be issued.

On January 7, 2026, the Company entered into a definitive agreement to acquire all of the equity interests of Aviation Concepts LLC, an FAA repair station based in Florida, for $5,500.

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

On January 29, 2026, VSE Corporation (“VSE” or “the Company”), VSE Mach HoldCo Acquisition Corp., a direct, wholly-owned subsidiary of the Company (“Rollover Purchaser”), VSE Mach Acquisition Corp., a direct, wholly-owned subsidiary of Rollover Purchaser (“Cash Purchaser”), GenNx/PAG IntermediateCo Inc. (“PAG HoldCo”) and GenNx360 PAG Buyer, LLC (“Seller”) entered into a stock purchase agreement, as amended by the First Amendment to Stock Purchase Agreement, dated as of May 4, 2026 (the “ Stock Purchase Agreement”), pursuant to which VSE would acquire all of the capital stock of PAG HoldCo, including its wholly owned subsidiary PAG Holding Corp., a Delaware corporation (d/b/a Precision Aviation Group) (“PAG”), a portfolio company of GenNx360 Capital Partners (such acquisition, the “Acquisition”), upon the consummation of the transaction. On May 5, 2026, VSE completed the PAG Acquisition (the “Closing”). The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma Condensed Combined Balance Sheet as of December 31, 2025 gives effect to the Acquisition, the Equity Financing (as defined below), and the Debt Financing (as defined below) as if those transactions had been completed on December 31, 2025 and combines the audited Condensed Combined Balance Sheet of the Company as of December 31, 2025, with the audited Condensed Combined Balance Sheet of PAG, as of December 31, 2025.

The unaudited pro forma Condensed Combined Statements of Operations for the year ended December 31, 2025 give effect to the Acquisition, the Equity Financing (as defined below), and the Debt Financing (as defined below) as if those transactions had occurred on January 1, 2025, the first day of the Company’s fiscal year 2025, and combines the historical results of the Company and PAG. The unaudited pro forma Condensed Combined Statement of Operations for the fiscal year ended December 31, 2025, combines the audited Condensed Combined Statement of Operations of the Company for the fiscal year ended December 31, 2025, and PAG’s audited Condensed Combined Statement of Operations for the fiscal year ended December 31, 2025.

The historical financial statements of the Company and PAG have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Acquisition, the Equity Financing, and the Debt Financing, in accordance with U.S. GAAP. The pro forma adjustments are based upon available information and certain assumptions that VSE’s management believes are reasonable.

The unaudited pro forma condensed combined financial information should be read in conjunction with:

•

the accompanying notes to the unaudited pro forma condensed combined financial information;

•

the separate audited financial statements of the Company as of and for the fiscal year ended December 31, 2025, and the related notes, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026; and

•

the separate audited financial statements of PAG as of and for the fiscal year ended December 31, 2025, and the related notes, included in PAG’s audited annual financial statements for the fiscal year ended December 31, 2025, included in the Company’s Current Report on Form 8-K filed with the SEC on May 7, 2026.

Description of the Acquisition

On May 5, 2026, pursuant to the Stock Purchase Agreement, VSE acquired all of the capital stock of PAG HoldCo from the Seller for an up-front consideration equal to $2.025 billion, subject to customary adjustments, consisting of $1.75 billion in cash (the “Cash Consideration”) and approximately $275 million of newly issued Rollover Purchaser Shares (as defined below), and up to an additional $125 million in contingent payment payable in cash, shares of common stock, par value $0.05 per share, of VSE (“VSE common stock”) or a combination thereof, at VSE’s sole discretion, payable to Seller if PAG HoldCo and its subsidiaries achieve certain profitability targets in fiscal year 2026 (the “Earn-Out Payment”). At the Closing, (i) Rollover Purchaser issued shares of Class B Common Stock, par value $0.05 per share (“Rollover Purchaser Shares”), to Seller in exchange for issued and outstanding shares of PAG HoldCo held by Seller with an aggregate value equal to approximately $275 million (such transaction, the “First Exchange”), (ii) Cash Purchaser paid the Cash Consideration to Seller and, in exchange for the Cash Consideration, Seller transferred to Cash Purchaser all of the shares of PAG HoldCo held by Seller that were not transferred to Rollover Purchaser pursuant to the First Exchange, and (iii) Rollover Purchaser contributed the shares of PAG HoldCo acquired in the First Exchange to Cash Purchaser immediately following receipt by Rollover Purchaser such that Cash Purchaser holds 100% of the capital stock of PAG HoldCo. Pursuant to an exchange and redemption agreement among VSE, Rollover Purchaser and Seller, dated as of May 5, 2026 (the “Exchange Agreement”), Seller has the right to exchange all or a portion of the Rollover Purchaser Shares for shares of VSE common stock on a one-for-one basis, subject to customary antidilution and change of control adjustments (such shares, the “Exchange Shares”). The Exchange Agreement will terminate upon the earlier of (i) the date no Rollover Purchase Shares remain outstanding, (ii) the mutual consent of the parties to the agreement, and (iii) the date that is three years following the Closing Date.

Description of the Debt Financing

On May 5, 2026, the Company, as the borrower, and its domestic wholly owned subsidiaries, as guarantors (collectively, together with the Company, the “Loan Parties”), entered into a first amendment (the “First Amendment”) to its existing senior secured credit agreement, dated as of May 2, 2025 (as amended and restated, supplemented or otherwise modified, the “Credit Agreement”), with certain banks and financial institution as lenders (the “Lenders”), Citizens Bank, N.A., as revolver administrative agent and collateral agent, and Royal Bank of Canada, as term loan B agent. The First Amendment provides for, among other things, (i) a new senior secured term loan B facility in an aggregate principal amount of $900.0 million (the “New Term Loan B Facility”) and (ii) an upsize to the Company’s existing senior secured revolving credit facility from $400.0 million to $500.0 million (the “New Revolving Facility”) (collectively, the “Debt Financing”).

The Revolving Facility will mature on May 2, 2030. The New Term Loan B Facility will mature on May 5, 2033 and will amortize in equal quarterly installments of $9 million per year commencing with the first full fiscal quarter following the Closing Date, with the balance of outstanding borrowings payable on the final maturity date (subject to certain exceptions as provided in the Credit Agreement).

On May 5, 2026, the Company borrowed $900.0 million under the New Term Loan B Facility. The proceeds of the New Term Loan B Facility were used by the Company on the Closing Date (i) to fund a portion of the purchase price for the Acquisition, (ii) to repay certain fees and expenses incurred in connection with the Acquisition, (iii) to repay all of the Company’s outstanding borrowings under its existing senior secured term loan A facility and (iv) for general corporate purposes.

Description of the Equity Financing

In February 2026, the Company completed concurrent underwritten public offerings of (i) 4,587,766 shares of VSE common stock at a public offering price of $188.00 per share (the “Common Stock Offering”) and (ii) 9,200,000 5.750% tangible equity units (“TEUs”), each with a stated value of $50.00 (the “Units Offering,” and together with the Common Stock Offering, the “Equity Financing”). The Common Stock Offering closed on February 4, 2026, and the Units Offering closed on February 5, 2026. Net proceeds of approximately $1.3 billion were received by the Company, which were used to fund a portion of the cash consideration for the Acquisition.

Each TEU is comprised of (i) a prepaid stock purchase contract issued by the Company (a “purchase contract”) and (ii) a senior amortizing note issued by the Company.

Each purchase contract has a fair value per unit of $42.1775 pursuant to which the Company will deliver to the holder, on February 1, 2029 (subject to postponement in certain limited circumstances), unless earlier settled, a number of shares of the VSE common stock per purchase contract equal to an applicable settlement rate ranging from 0.2171 to 0.2660 shares. Unless settled earlier and subject to certain anti-dilution adjustments, each purchase contract will settle based upon the arithmetic average of the daily volume weighted average price of the VSE common stock on each of the 20 consecutive trading days beginning on, and including, the 21st scheduled trading day immediately preceding February 1, 2029 (“the applicable market value”) as follows:

•

if the applicable market value is greater than or equal to the threshold appreciation price (initially $230.3086), holders will receive 0.2171 shares of VSE common stock for each purchase contract;

•

if the applicable market value is greater than the reference price (initially approximately $188.00) but less than the threshold appreciation price, holders will receive a number of shares of VSE common stock for each purchase contract equal to the TEU stated amount of $50.00, divided by the applicable market value; and

•

if the applicable market value is less than or equal to the reference price, holders will receive 0.2660 shares of VSE common stock for each purchase contract.

Each amortizing note issued by the Company has an initial principal amount of $7.8225 that pays quarterly installments of $0.7188 per amortizing note (except for the May 1, 2026 installment payment, which was $0.6868 per amortizing note), which cash payment in the aggregate will be equivalent to 5.750% per year with respect to the $50.00 stated amount per Unit.

The Equity Financing and Debt Financing are collectively referred to as the “Financing.”

Accounting for the Acquisition

The Acquisition is being accounted for as a business combination using the acquisition method with the Company as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under this method of accounting, the aggregate consideration will be allocated to PAG HoldCo’s assets acquired and liabilities assumed based upon their estimated fair values on the Closing Date. The process of valuing the net assets of PAG HoldCo immediately prior to the Acquisition, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed will be recorded as goodwill. Accordingly, the aggregate consideration allocation and related adjustments reflected in the unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value. Refer to Note 1 - Basis of Presentation for more information.

The Company financed the Acquisition with a combination of proceeds from the Financing and cash from the combined company balance sheet.

All financial data included in the unaudited pro forma condensed combined financial information is presented in thousands of U.S. Dollars, unless otherwise noted, and has been prepared on the basis of U.S. GAAP and the Company’s accounting policies.

The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Acquisition and the Financing had been completed on the dates set forth above, nor is it indicative of the future results or financial position of the combined company.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of December 31, 2025

($ in 000s)


						Transaction Accounting Adjustments
(in 000s)	VSE Corporation Historical As of December 31, 2025		PAG Historical (Reclassified) As of December 31, 2025 (Note 2)			Equity-Related Adjustments (Note 4)			Debt-Related Adjustments (Note 5)			Acquisition- Related Adjustments (Note 6)			Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	69,358	$	17,051		$	1,274,843	4(a)	$	584,116	5(a)	$	(1,770,311	) 6(a)	$	175,057
Receivables, net		190,732		73,873			—			—			(1,729	) 6(b)		262,876
Contract assets		41,468		3,413			—			—			—			44,881
Inventories		553,834		188,879			—			—			—			742,713
Prepaid expenses and other current assets		37,937		5,216			—			—			—			43,153

Total current assets		893,329		288,432			1,274,843			584,116			(1,772,040	)		1,268,680
Property and equipment, net		91,098		59,903			—			—			—			151,001
Intangible assets, net		295,962		315,819			—			—			334,181	6(c)		945,962
Goodwill		641,242		444,723			—			—			752,387	6(d)		1,838,252
Operating lease right-of-use assets		50,151		31,696			—			—			3,770	6(e)		85,617
Note receivable		27,041		—			—			—			—			27,041
Other assets		29,755		1,388			—			1,190	5(b)		—			32,333

Total assets	$	2,028,578	$	1,141,961		$	1,274,843		$	585,306		$	(681,702	)	$	4,348,986

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	7,500	$	7,093		$	22,424	4(b)	$	1,500	5(c)	$	(7,093	) 6(g)	$	31,424
Accounts payable		154,506		34,617			949	4(c)		—			15,647	6(f)		205,719
Accrued expenses and other current liabilities		73,161		46,455			—			(65	) 5(d)		474	6(e)(g)		120,025
Dividends payable		2,339		—			—			—			—			2,339

Total current liabilities		237,506		88,165			23,373			1,435			9,028			359,507
Long-term debt, less current portion		285,304		689,813			47,182	4(d)		587,734	5(e)		(689,813	) 6(g)		920,220
Deferred compensation		5,918		—			—			—			—			5,918
Long-term operating lease obligations		43,693		28,468			—			—			914	6(e)		73,075
Deferred tax liabilities		12,394		15,811			—			—			72,658	6(h)		100,863
Other long-term liabilities		4,955		18			—			—			26,300	6(i)		31,273

Total liabilities		589,770		822,275			70,555			589,169			(580,913	)		1,490,856
Stockholders’ equity:
Common stock		1,170		—			229	4(e)		—			—			1,399
Additional paid-in capital		1,041,483		258,883			1,204,059	4(e)		—			(20,881	) 6(j)		2,483,544
Retained earnings		395,643		61,675			—			(3,863	) 5(f)		(80,780	) 6(j)		372,675
Accumulated other comprehensive income		512		(872	)		—			—			872	6(j)		512

Total stockholders’ equity		1,438,808		319,686			1,204,288			(3,863	)		(100,789	)		2,858,130

Total liabilities and equity	$	2,028,578	$	1,141,961		$	1,274,843		$	585,306		$	(681,702	)	$	4,348,986

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For The Year Ended December 31, 2025

($ in 000s, except share and per share data)


					Transaction Accounting Adjustments
(in 000s except share and per share amounts)	VSE Corporation Historical For The Year Ended December 31, 2025		PAG Historical (Reclassified) For The Year Ended December 31, 2025 (Note 2)		Equity-Related Adjustments (Note 4)			Debt-Related Adjustments (Note 5)			Acquisition- Related Adjustments (Note 7)			Pro Forma Combined
Revenues:
Products	$	703,925	$	—	$	—		$	—		$	(14,870	) 7(a)	$	689,055
Services		408,350		595,562		—			—			(2,330	) 7(a)		1,001,582

Total revenues		1,112,275		595,562		—			—			(17,200	)		1,690,637
Costs and operating expenses:
Products		589,963		—		—			—			(14,870	) 7(b)		575,093
Services		364,182		477,233		—			—			(1,323	) 7(c)		840,092
Selling, general and administrative expenses		13,340		16,942		—			—			17,376	7(d)		47,658
Earn-out receivable fair value adjustments		29,200		—		—			—			—			29,200
Amortization of intangible assets		25,995		15,952		—			—			38,215	7(e)		80,162

Total costs and operating expenses		1,022,680		510,127		—			—			39,398			1,572,205

Operating income		89,595		85,435		—			—			(56,598	)		118,432
Interest expense, net		20,556		63,177		4,975	4(f)		31,194	5(g)		(63,177	) 7(f)		56,725

Income from continuing operations before income taxes		69,039		22,258		(4,975	)		(31,194	)		6,579			61,707
Provision (benefit) for income taxes		15,546		5,627		(1,194	) 4(g)		(7,487	) 5(h)		1,578	7(g)		14,070

Net income (loss) from continuing operations	$	53,493	$	16,631	$	(3,781	)	$	(23,707	)	$	5,001		$	47,637

Earnings per share (Note 8):
Basic
Continuing operations	$	2.53											8	$	1.63
Diluted
Continuing operations	$	2.52											8	$	1.60
Weighted average shares outstanding:
Basic		21,138,691											8		29,139,924
Diluted		21,238,718											8		29,689,436

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 - Basis of Presentation

The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”.

The Company and PAG’s historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align the Company and PAG’s financial statement presentation. The Company is currently in the process of evaluating PAG’s accounting policies, which will be finalized upon completion of the Acquisition, or as more information becomes available. As a result of that review, additional differences could be identified between the accounting policies of the two companies. With the information currently available, the Company has determined that no significant adjustments are necessary to conform PAG’s financial statements to the accounting policies used by the Company.

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC Topic 805, with the Company as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical financial statements of the Company and PAG. Under ASC Topic 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of consideration for the Acquisition over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

The allocation of the aggregate consideration for the Acquisition depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the aggregate consideration for the Acquisition has been made for the purpose of developing the unaudited pro forma condensed combined financial information. The final determination of fair values of assets acquired and liabilities assumed relating to the Acquisition could differ materially from the preliminary allocation of aggregate consideration for the Acquisition. The final valuation will be based on the actual net tangible and intangible assets of PAG existing on the Closing Date.

The amounts herein have been presented on the basis of continuing operations in accordance with Article 11 of Regulation S-X.

The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.

Note 2 - Reclassification adjustments

During the preparation of the unaudited pro forma condensed combined financial information, management performed a preliminary analysis of PAG’s financial information to identify differences in accounting policies as compared to those of the Company and differences in financial statement presentation as compared to the presentation of the Company. With the information currently available, the Company noted no material differences in accounting policies. Certain reclassification adjustments have been made to conform PAG’s historical financial statement presentation to the Company’s financial statement presentation. Following the Acquisition, the combined company will finalize the review of accounting policies, reclassifications, and intercompany activity, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.

A)	Refer to the table below for a summary of reclassification adjustments made to present PAG’s balance sheet as of December 31, 2025 to conform with that of the Company’s:


PAG and Subsidiaries Historical Condensed Combined Balance Sheet Line Items *(in 000s)*	PAG and Subsidiaries As of December 31, 2025			Reclassification			Note			PAG and Subsidiaries Reclassified Amount As of December 31, 2025			VSE Financial Statement Line Item
Cash	$	17,051		$	—					$	17,051		Cash and cash equivalents
Restricted cash		298			(298	)		(a)			—		Prepaid expenses and other current assets
Accounts receivable, net of allowances		73,873			—						73,873		Receivables, net
Contract Assets		3,413			—						3,413		Contract assets
Inventory		188,879			—						188,879		Inventories
Prepaid expenses and other assets		4,918			298			(a)			5,216		Prepaid expenses and other current assets
Property and equipment, net		59,855			48			(b)			59,903		Property and equipment, net
Goodwill, net		444,723			—						444,723		Goodwill
Other intangible assets, net		315,819			—						315,819		Intangible assets, net
Related party receivable		730			—			(c)			730		Other assets
Operating lease, right-of-use assets, net		31,696			—						31,696		Operating lease right-of-use assets
Financing lease, right-of-use assets, net		48			(48	)		(b)			—		Property and equipment, net
Other non-current assets		658			—						658		Other assets
Current maturities of long-term debt		—			—						—		Current portion of long-term debt
Current maturities of long-term debt —related party		7,060			33			(e)			7,093		Current portion of long-term debt
Accounts payable		34,617			—						34,617		Accounts payable
Accrued compensation and benefits		13,327			33,128			(d)			46,455		Accrued expenses and other current liabilities
Other accrued liabilities		13,964			(13,964	)		(d)			—		Accrued expenses and other current liabilities
Operating lease liabilities, current portion		5,283			(5,283	)		(d)			—		Accrued expenses and other current liabilities
Financing lease liabilities, current portion		33			(33	)		(e)			—		Current portion of long-term debt
Other payables		11,706			(11,706	)		(d)			—		Accrued expenses and other current liabilities
Income taxes payable		2,175			(2,175	)		(d)			—		Accrued expenses and other current liabilities
Long-term debt, less current maturities and unamortized debt issuance costs		—			—						—		Long-term debt, less current portion
Long-term debt, less current maturities and unamortized debt issuance costs—related party		689,813			—						689,813		Long-term debt, less current portion
Deferred income taxes		15,811			—						15,811		Deferred tax liabilities
Operating lease liabilities, net of current portion		28,468			—						28,468		Long-term operating lease obligations
Financing lease liabilities, net of current portion		18			—			(f	)		18		Other long-term liabilities
Common stock		—			—						—		Common stock
Additional paid-in capital		259,805			(922	)		(g	)		258,883		Additional paid-in capital
Accumulated other comprehensive income (loss)		(1,794	)		922			(g	)		(872	)	Accumulated other comprehensive income
Retained earnings		61,675			—						61,675		Retained earnings

Reclassification of $298 thousand of restricted cash to prepaid expenses and other current assets.

Reclassification of $48 thousand of finance lease, right-of-use assets to property and equipment, net.

Reclassification of $730 thousand of related party receivable to other assets.

Reclassification of $13 million of accrued compensation and benefits, $14 million of other accrued liabilities, $5 million of current portion of operating lease liabilities, $12 million of other payables and $2 million of income taxes payable to accrued expenses and other current liabilities.

Reclassification of $33 thousand of financing lease liabilities, current portion to current portion of long-term debt.

Reclassification of $18 thousand of financing lease liabilities, net of current portion to other long-term liabilities.

Reclassification of $922 thousand of accumulated other comprehensive income (loss) to additional paid-in capital.

B)	Refer to the table below for a summary of adjustments made to present PAG’s Statement of Operations for the year ended December 31, 2025, to conform with that of the Company’s:


PAG and Subsidiaries Historical Condensed Combined Statement of Operations Line Items *(in 000s)*	PAG and Subsidiaries Year Ended December 31, 2025		Reclassification			Note	PAG and Subsidiaries Reclassed Year Ended December 31, 2025		VSE Financial Statement Line Item
Revenues	$	595,562	$	—			$	595,562	Revenues - Services
Cost of Sales		366,466		105,750		(h),(j)		472,216	Costs and Operating Expenses - Services
General and administrative expenses		129,716		—				8,156	Selling, general and administrative expenses
				(105,608	)	(h)		—	Costs and Operating Expenses - Services
				(15,952	)	(i)		15,952	Amortization of intangible assets
Transaction and acquisition expenses		6,980		—				6,980	Selling, general and administrative expenses
Interest expense, net—related party		63,177		—				63,177	Interest expense, net
Related party management fee		4,943		—				4,943	Costs and Operating Expenses - Services
Loss (gain) on foreign exchange		74		—				74	Costs and Operating Expenses - Services
Other expense (income)		1,948		(142	)	(j)		1,806	Selling, general and administrative expenses
Provision for income taxes		5,627		—				5,627	Provision for income taxes

Reclassification of $106 million of general and administrative to Costs and Operating Expenses—Services.

Reclassification of $16 million of general and administrative expenses to amortization of intangible assets.

Reclassification of $142 thousand of other expense, net to Costs and Operating Expenses—Services.

Note 3 – Preliminary aggregate consideration allocation

Estimated Aggregate Consideration for the Acquisition

The following table summarizes the preliminary estimated aggregate consideration for the Acquisition with reference to the Company’s share price of $168.11 on May 4, 2026:


(in 000s)	Amount
Estimated cash paid for outstanding PAG capital stock (i)	$	1,028,053
Estimated Rollover Purchaser Shares issued to PAG stockholders (ii)		238,002
Estimated payment of PAG debt (iii)		697,232
Estimated contingent consideration (iv)		26,300
Estimated payment of PAG transaction expenses (v)		45,026

Preliminary estimated aggregate consideration for the Acquisition	$	2,034,613

(i)

The cash component of the preliminary estimated aggregate consideration for the Acquisition was based on the enterprise value of PAG on a cash-free, debt-free basis, assuming a normalized level of working capital at closing and was subject to customary adjustments for working capital, cash, debt, and transaction expenses. The unaudited pro forma Condensed Combined Balance Sheet reflects certain of these items based on historical balance sheet amounts as of December 31, 2025; accordingly, differences between those amounts and the actual balances at closing are reflected as corresponding adjustments to cash in order to arrive at a consistent aggregate consideration amount.

(ii)

Value of the Rollover Purchaser Shares issued was based on 1,415,752 shares of VSE common stock being issued at a share price of $194.24, which is the arithmetic mean of $200.49, which is the 20-day Volume-Weighted Average Price (“VWAP”) prior to the signing date of the Stock Purchase Agreement, and $188.00, which is the public offering price of the Common Stock Offering. Fair value of Rollover Purchaser Shares was determined using the closing share price as of May 4, 2026.

(iii)

The total debt to be paid down reflected in the unaudited pro forma Condensed Combined Balance Sheet is $697 million which includes debt and accrued interest outstanding at December 31, 2025. At closing, $726 million was paid out in cash to settle outstanding PAG debt.

(iv)

Contingent consideration is in the form of an Earn-Out Payment paid in VSE common stock, cash, or a combination of the two, at the sole discretion of the Company, determined based on the achievement of certain full-year 2026 adjusted EBITDA performance thresholds by PAG. If the Company elects to pay any portion of the Earn-Out Payment in the form of VSE common stock, the number of shares to be delivered will be determined based on the 20-day VWAP of VSE common stock calculated on the Earn-Out Determination Date (as defined in the Stock Purchase Agreement). The amount presented represents the acquisition date provisional fair value of the estimated future payment to Seller based on a closed form Black-Scholes Model.

(v)	These costs consist of legal advisory, financial advisory, accounting and consulting costs of PAG.

Preliminary Aggregate Consideration Allocation

The assumed accounting for the Acquisition, including the preliminary aggregate consideration allocation for the Acquisition, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities is based upon the preliminary estimate of fair values. For the preliminary estimate of fair values of assets acquired and liabilities assumed of PAG, the Company used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. The Company is expected to use widely accepted income-based, market-based, and cost-based valuation approaches upon finalization of purchase accounting for the Acquisition. Actual results may differ materially from the assumptions within the unaudited pro forma condensed combined financial information. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable under the circumstances. The purchase price adjustments relating to PAG and the Company’s combined financial information are preliminary and subject to change, as additional information becomes available and as additional analyses are performed.

The following table summarizes the preliminary aggregate consideration allocation, as if the Acquisition had been completed on December 31, 2025:


(in 000s)	Amount
Assets:
Cash and cash equivalents	$	17,051
Receivables, net		73,873
Contract assets		3,413
Inventories		188,879
Prepaid expenses and other current assets		5,216
Property and equipment, net		59,903


Intangible assets, net (i)		650,000
Goodwill		1,197,110
Operating lease right-of-use assets		35,466
Other assets		1,388
Liabilities:
Accounts payable		32,888
Accrued expenses and other current liabilities		46,929
Long-term operating lease obligations		29,382
Deferred tax liabilities (ii)		88,469
Other long-term liabilities		18

Total fair value of net assets acquired:	$	2,034,613

(i)	Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consist of the following:


(in 000s)	Preliminary Fair Value		Estimated Useful Life
Preliminary fair value of intangible assets acquired:

Customer relationships	$	650,000		11 -14 years

A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $5 million for the year ended December 31, 2025. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Acquisition may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.

(ii)	Deferred tax liabilities were derived based on incremental differences in the book and tax basis created from the preliminary aggregate consideration allocation.

Note 4 – Equity-Related Adjustments

The following summarizes the pro forma adjustments in connection with the TEU Offering, the Common Stock Offering and the Acquisition as if each had occurred on January 1, 2025, for the purposes of the unaudited pro forma Condensed Combined Statement of Operations, and as if each had occurred on December 31, 2025, for the purposes of the unaudited pro forma Condensed Combined Balance Sheet.

(a) Adjustments to cash consist of the following:


(in 000s)	Amount
Gross proceeds raised from the equity component of the TEUs	$	388,033
Gross proceeds raised from the debt component of the TEUs		71,967
Gross proceeds raised from sale of VSE common stock		862,500
Cash paid for financing fees related to TEUs and VSE common stock		(47,657	)

Net pro forma transaction accounting adjustment to cash and cash equivalents related to Equity Financing	$	1,274,843

(b) Adjustment to record the current portion of the amortizing notes component of the TEUs.

(d) Adjustment to record the non-current portion of the amortizing notes component of the TEUs.

(e) Adjustment to record the VSE common stock and purchase contract component of the TEUs. Based on the expected structure of the TEUs, the Company expects the purchase contract component of the TEUs to meet equity classification.


(in 000s)	Common stock		Additional Paid In Capital
Issuance of VSE common stock	$	229	$	828,757
Equity component of TEUs		—		375,302

Net pro forma transaction accounting adjustments to equity related to Equity Financing	$	229	$	1,204,059

(f) Adjustments to interest expense consist of the following:


(in 000s)	For the Year Ended December 31, 2025
Interest expense related to the debt component of TEUs	$	3,733
Amortization of deferred financing fees related to TEUs		1,242

Pro forma adjustment to interest expense	$	4,975

(g) Adjustment to record the income tax impacts of the pro forma adjustments using a blended tax rate of 24% for the year ended December 31, 2025. These rates do not reflect VSE’s effective tax rate, which includes other items and may differ from the rates assumed for purposes of preparing these statements.

Note 5 – Debt-Related Adjustments

The following summarizes the pro forma adjustments in connection with the Debt Financing and the refinancing of certain existing debts of the Company as if each had occurred on January 1, 2025, for the purposes of the unaudited pro forma Condensed Combined Statements of Operations, and as if each had occurred on December 31, 2025, for the purposes of the unaudited pro forma Condensed Combined Balance Sheet.

(a) Adjustments to cash consist of the following:


(in 000s)	Amount
Gross proceeds raised from New Term Loan B Facility, net of original issue discount	$	897,750
Cash paid for financing fees for the New Term Loan B Facility		(15,712	)
Cash paid for financing fees for the New Revolving Credit Facility		(1,190	)
Less: Extinguishment of existing Term Loan A Facility		(296,732	)

Net pro forma transaction accounting adjustment to cash and cash equivalents related to Debt Financing	$	584,116

(b) Adjustments to other assets for deferred financing fees related to the New Revolving Credit Facility.


(in 000s)	Amount
Extinguishment of existing Term Loan A Facility	$	(7,500	)
Current portion of New Term Loan B Facility		9,000

Total current portion of long-term debt	$	1,500

(d) Adjustments to accrued expenses and other current liabilities to remove accrued interest paid off in connection with the extinguishment of Term Loan A Facility.

(e) Adjustments to long-term debt consist of the following:


(in 000s)	Amount
Record aggregate amount of New Term Loan B Facility, net of current portion and original issue discount	$	888,750
Less: cash paid for extinguishment of existing Term Loan A Facility, net of current portion		(285,304	)
Less: cash paid for financing fees for the New Term Loan B Facility		(15,712	)

Total adjustments to debt, net of current portion	$	587,734

(f) Adjustment to retained earnings for loss on extinguishment of existing Term Loan A Facility.

(g) Adjustments to interest expense consist of the following:


(in 000s)	For the Year Ended December 31, 2025
Interest expense related to paydown of existing borrowings	$	(25,796	)
Interest expense related to new debt borrowings		50,607
Amortization of deferred financing fees related to new debt borrowings		2,520
Loss on extinguishment of existing Term Loan A Facility		3,863

Pro forma adjustment to interest expense related to Debt Financing	$	31,194

A 0.125% change in the respective variable interest rate of the respective loans would result in an increase or decrease in pro forma interest expense of approximately $1 million for the year ended December 31, 2025.

(h) Adjustment to record the income tax impacts of the pro forma adjustments using a blended tax rate of 24% for the year ended December 31, 2025. These rates do not reflect VSE’s effective tax rate, which includes other items and may differ from the rates assumed for purposes of preparing these statements.

Note 6 – Acquisition-Related Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Adjustments included in Acquisition-Related Adjustments column in the unaudited pro forma Condensed Combined Balance Sheet as of December 31, 2025, are as follows:

(a) Reflects adjustment to cash and cash equivalents:

	$
(in 000s)	Amount
Pro forma transaction accounting adjustments:
Preliminary estimated aggregate consideration	$	2,034,613
Less: contingent consideration		(26,300	)
Less: Rollover Purchaser Shares		(238,002	)

Total acquisition related adjustment to cash	$	1,770,311

(b) Represents an adjustment to eliminate accounts receivable between the Company and PAG.

(c) Reflects the preliminary purchase accounting adjustment for estimated intangibles based on the acquisition method of accounting. Refer to Note 3 above for additional information on the acquired intangible assets expected to be recognized.

	$
(in 000s)	Amount
Pro forma transaction accounting adjustments:
Elimination of PAG’s historical net book value of intangible assets	$	(315,819	)
Preliminary fair value of acquired intangibles		650,000

Net pro forma transaction accounting adjustment to intangible assets	$	334,181

The fair value of acquired customer relationships was determined using the “multi-period excess earnings method” which is a variation of the income approach based on expected future revenues derived from the customers acquired. The above fair value estimates are preliminary and subject to change and could vary materially from the actual adjustment on the Closing Date.

(d) Reflects a preliminary goodwill adjustment of $752 million which represents the elimination of historical goodwill and excess of the estimated aggregate consideration for the Acquisition over the preliminary fair value of the underlying assets acquired and liabilities assumed.


(in 000s)	Amount
Pro forma transaction accounting adjustments:
Elimination of PAG’s historical goodwill	$	(444,723	)
Goodwill per aggregate consideration allocation (Note 3)		1,197,110

Net pro forma transaction accounting adjustment to goodwill	$	752,387

(e) Reflects the preliminary purchase accounting adjustment for right-of-use (“ROU”) assets and lease liabilities, based on the acquisition method of accounting, at the present value of the remaining lease payments in accordance with ASC Topic 805.


(in 000s)	Amount
Pro forma transaction accounting adjustments:
Adjustment to operating ROU assets	$	3,770
Adjustment to short-term lease liability	$	800
Adjustment to long-term lease liability	$	914

(f) Represents an adjustment to accounts payable:


(in 000s)	Amount
Pro forma transaction accounting adjustments:
Elimination of accounts payable between the Company and PAG	$	(1,729	)
Adjustment to record transaction fees and expenses to be incurred by the Company		17,376

Net pro forma transaction accounting adjustment to accounts payable	$	15,647

(g) Represents an adjustment to eliminate $7 million of PAG’s current portion of long-term debt, $690 million of PAG’s non-current portion of long-term debt, and $0.3 million of accrued interest that was repaid, or caused to be repaid, by VSE in connection with the Closing Date from the $2.035 billion acquisition consideration.

(h) Represents the adjustment to deferred tax liability of $73 million associated with the incremental differences in the book and tax basis created from the preliminary aggregate consideration allocation, primarily resulting from the preliminary fair value of intangible assets. These adjustments were based on the applicable blended tax rate with the respective estimated aggregate consideration allocation. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-acquisition activities, including cash needs, the geographical mix of income and changes in tax law. Because the tax rates used for the unaudited pro forma condensed combined financial information are estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the Acquisition. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

(i) Reflects adjustment to other long-term liabilities for Earn-Out Payment included in purchase consideration. Refer to Note 3 for more details.

(j) Reflects the adjustments to equity:


(in 000s)	Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income
Elimination of transactions between the Company and PAG	$	—		$	(1,729	)	$	—
Issuance of Rollover Purchaser Shares as part of purchase consideration		238,002			—			—
Elimination of historical goodwill		(444,723	)		—			—
Elimination of PAG’s historical equity		185,840			(61,675	)		872
Adjustment to accrue for transaction fees and expenses to be incurred by the Company		—			(17,376	)		—

Total adjustment to stockholders’ equity	$	(20,881	)	$	(80,780	)	$	872

Note 7 – Acquisition-Related Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations

Adjustments included in Acquisition-Related Adjustments column in the unaudited pro forma Condensed Combined Statements of Operations for year ended December 31, 2025, are as follows:

(a) Represents adjustments to eliminate revenue between the Company and PAG.

(b) Represents adjustments to eliminate cost of sales (products) between the Company and PAG.

(c) Represents adjustments to cost of sales (services) for eliminations between the Company and PAG and for lease remeasurement:


(in 000s)	For the Year Ended December 31, 2025
Lease Remeasurement	$	1,007
Elimination of PAG-VSE cost of sales (services)		(2,330	)

Pro forma adjustment to Services	$	(1,323	)

(d) Represents non-recurring transaction-related costs of approximately $17 million in connection with the Acquisition that were not reflected in the historical Condensed Combined Statement of Operations. These non-recurring transaction-related costs were not eligible for capitalization and are reflected as if incurred on January 1, 2025, the assumed date the Acquisition occurred for purposes of the unaudited pro forma Condensed Combined Statement of Operations.

(e) Represents adjustments to amortization of intangible assets for the year ended December 31, 2025:


(in 000s)	For the Year Ended December 31, 2025
Historical Amortization Elimination	$	(15,952	)
Amortization of Acquired Intangible Assets		54,167

Pro forma adjustment to Amortization of Intangible Assets	$	38,215

(f) Represents adjustments to add back interest expense related to historical PAG indebtedness that will not be assumed by VSE.

(g) Represents adjustments to record the income tax impacts of the pro forma adjustments using a blended tax rate of 24% for the year ended December 31, 2025.

These rates do not reflect VSE’s effective tax rate, which includes foreign taxes and other items and may differ from the rates assumed for purposes of preparing these statements.

Note 8 – Earnings Per Share

The unaudited pro forma basic and diluted earnings per share (“EPS”) for the year ended December 31, 2025, are based on pro forma income reflecting the adjustments discussed above divided by the basic and diluted pro forma weighted-average number of VSE common stock outstanding.

In connection with the issuance of the Rollover Purchaser Shares by the Company to Seller, the number of such Rollover Purchaser Shares issued is calculated using the arithmetic mean of the 20-day VWAP prior to the signing of the Stock Purchase Agreement and the assumed public offering price of the Common Stock Offering based on the closing stock price of VSE common stock on January 30, 2026. The effect of the issuance of Rollover Purchaser Shares is included in the unaudited pro forma basic and diluted EPS.

In connection with the Units Offering, prepaid stock purchase contracts were issued, which give the holder the mandatory option to redeem the stock contracts for a variable number of shares of VSE common stock, subject to a minimum share settlement rate, for no additional consideration. The unaudited pro forma basic EPS calculation gives effect to the assumed TEU issuance by including the minimum number of shares of VSE common stock issuable in its weighted average shares outstanding, as if they were issued and outstanding as of January 1, 2025, such that the total average of weighted shares outstanding would be 29.1 million for the year ended December 31, 2025 on a pro forma consolidated basis.

The unaudited pro forma diluted EPS calculation gives effect to all potentially dilutive shares following the close of the Acquisition and the Financing, including the shares of VSE common stock issuable pursuant to the prepaid stock purchase contracts as part of the Units Offering and VSE common stock issued as part of the Common Stock Offering. For purposes of calculating unaudited pro forma diluted EPS, the maximum amount of shares of VSE common stock that would be exercisable as part of the Units Offering are included. The exercise of the prepaid stock purchase contracts is assumed to have occurred on January 1, 2025.

The unaudited pro forma basic EPS are calculated as follows:


(in 000s)	For the Year Ended December 31, 2025
Pro forma net income attributable to continuing operations	$	47,637
Pro forma basic weighted-average VSE common stock outstanding		29,140

Pro forma basic EPS - continuing operations	$	1.63

The unaudited pro forma diluted EPS are calculated as follows:


(in 000s)	For the Year Ended December 31, 2025
Pro forma net income attributable to continuing operations	$	47,637
Pro forma diluted weighted-average VSE common stock outstanding		29,689

Pro forma diluted EPS - continuing operations	$	1.60

Source: View Original Filing on SEC EDGAR

FAQ

What did VSE Corporation (VSEC) acquire in the PAG transaction?

VSE acquired all capital stock of PAG HoldCo, owner of Precision Aviation Group, for approximately $2.025 billion in cash and equity, plus up to $125 million in contingent earnout payments based on 2026 profitability targets, creating a larger global aviation aftermarket platform.

How is VSE funding the Precision Aviation Group acquisition?

VSE is funding the $2.025 billion purchase with $1.75 billion in cash, about $275 million in equity issued to the seller, net proceeds from its February 2026 equity and tangible equity unit offerings, and $900 million borrowed under a new senior secured Term Loan B facility maturing in 2033.

What are the key terms of VSE’s new Term Loan B and revolver?

The new $900.0 million Term Loan B matures on May 5, 2033, amortizes at $9 million per year, and bears interest at Term SOFR plus 2.00% or ABR plus 1.00%. VSE also increased its secured revolving credit facility from $400.0 million to $500.0 million, with interest spreads tied to leverage.

How does the PAG acquisition affect VSE’s revenue and margins?

VSE states the PAG acquisition increases its revenue by about 50% on a pro forma 2025 basis. Management also expects the transaction to be immediately accretive to VSE’s Adjusted EBITDA margins, supported by PAG’s higher margin profile and anticipated integration synergies.

What were PAG Holding Corp.’s 2025 financial results before the acquisition?

For 2025, PAG Holding Corp. reported revenue of $595.6 million, gross profit of $229.1 million, and net income of $16.6 million. Revenue grew from $472.0 million in 2024, and comprehensive income swung from a $1.4 million loss in 2024 to a $22.1 million gain in 2025.

What is the structure of the $125 million earnout in VSE’s PAG deal?

The Purchase Agreement provides for up to $125 million in additional contingent earnout consideration if PAG HoldCo and its subsidiaries achieve specified profitability targets in fiscal 2026. VSE can pay this earnout in cash, VSE common stock, or a combination, at its sole discretion.

Filing Exhibits & Attachments

14 documents

Press Releases

Agreements & Contracts

EX-10.1 EX-10.1 1.5 MB

Financial & Certifications

EX-23.1 EX-23.1 1.9 KB

PAG buy lifts VSE (NASDAQ: VSEC) revenue about 50 percent

Rhea-AI Filing Summary

Positive

Negative

Insights

Equity analyst – M&A and capital structure positive

8-K Event Classification

Key Figures

Key Terms

FAQ

What did VSE Corporation (VSEC) acquire in the PAG transaction?

How is VSE funding the Precision Aviation Group acquisition?

What are the key terms of VSE’s new Term Loan B and revolver?

How does the PAG acquisition affect VSE’s revenue and margins?

What were PAG Holding Corp.’s 2025 financial results before the acquisition?

What is the structure of the $125 million earnout in VSE’s PAG deal?

Filing Exhibits & Attachments

Press Releases

Agreements & Contracts

Financial & Certifications

Other Documents