Underwriters fully exercise 352,941-share option; VSE targets GenNx deal

Rhea-AI Filing Summary

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

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

Insights

Equity Capital Markets Analyst

Primary equity raise of ~$441.6M to fund an acquisition.

VSE completed a marketed primary offering at $170.00 per share for 2,352,941 firm shares, with the 352,941-share option fully exercised. This indicates strong book demand and provides substantial cash proceeds to the issuer rather than selling holders.

Proceeds of approximately $441.6 million (after underwriting discounts and commissions and before expenses) are earmarked primarily to fund cash consideration for the GenNx/AeroRepair IntermediateCo Inc. acquisition, with flexibility for potential future acquisitions and general corporate purposes. A 45-day lock-up for executives and directors reduces near-term insider supply.

The transaction was conducted off an automatically effective Form S-3 with a prospectus supplement dated October 27, 2025. Actual dilution and post-close leverage depend on total shares outstanding and final expenses, which are not detailed in the excerpt.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Accepted by SEC EDGAR 10/29/2025 - 08:40 AM Learn about SEC filing dates

VSE CORP false 0000102752 0000102752 2025-10-27 2025-10-27

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): October 27, 2025

VSE CORPORATION

(Exact name of registrant as specified in its charter)

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

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

(954) 430-6600

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 1.01 Entry into a Material Definitive Agreement.

On October 27, 2025, VSE Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC and Morgan Stanley & Co. LLC, acting as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell (the “Offering”) 2,352,941 shares (the “Firm Shares”) of the Company’s common stock, par value $0.05 per share (the “Common Stock”), at a price to the public of $170.00 per share. The Company also granted the Underwriters a 30-day option to purchase up to an additional 352,941 shares of Common Stock offered in the Offering on the same terms and conditions (the “Optional Shares” and, together with the Firm Shares, the “Shares”). On October 28, 2025, the Underwriters informed the Company of their exercise in full of the option to purchase the Optional Shares. The Offering is closing on October 29, 2025.

The Company estimates that the net proceeds from the Offering will be approximately $441.6 million (including the Underwriters’ exercise in full of the option to purchase the Optional Shares), after deducting underwriting discounts and commissions and before estimated offering expenses. The Company intends to use net proceeds from the Offering to fund all or a portion of the cash consideration for its previously announced acquisition of GenNx/AeroRepair IntermediateCo Inc., to support potential future strategic acquisitions, and for general corporate purposes. Pending the application of the net proceeds as described herein, the Company may use the net proceeds from the Offering for general corporate purposes, including to invest in liquid assets that may include, but would not be limited to, short-term obligations, money market funds and guaranteed obligations of the U.S. government or to repay outstanding borrowings under the Company’s revolving loan facility.

The Offering was made pursuant to the Company’s automatically effective registration statement on Form S-3 (Registration No. 333-281222), which was previously filed with the Securities and Exchange Commission on August 2, 2024, a base prospectus dated August 2, 2024 and a prospectus supplement dated October 27, 2025.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Pursuant to the Underwriting Agreement, the Company’s executive officers and directors entered into lock-up agreements in substantially the form included as an exhibit to the Underwriting Agreement, providing for a 45-day “lock-up” period with respect to sales of Common Stock, subject to certain exceptions.

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

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
1.1		Underwriting Agreement, dated October 27, 2025 between the Company and Jefferies LLC and Morgan Stanley & Co. LLC
5.1		Opinion of Jones Day
23.1		Consent of Jones Day (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

						VSE CORPORATION
						(Registrant)
Date: October 29, 2025				By:		/s/ Tobi Lebowitz
						Tobi Lebowitz
						Chief Legal Officer and Corporate Secretary

FAQ

What did VSE (VSEC) announce regarding its common stock offering?

VSE agreed to sell 2,352,941 common shares at $170.00 per share, with underwriters fully exercising the 352,941-share option.

How much will VSE (VSEC) receive in net proceeds from the offering?

VSE estimates approximately $441.6 million in net proceeds, including the full option exercise, after underwriting discounts and commissions and before expenses.

What are the planned uses of proceeds for VSE (VSEC)?

Proceeds will fund all or a portion of the cash consideration for the GenNx/AeroRepair IntermediateCo Inc. acquisition, potential future acquisitions, and general corporate purposes.

When does the VSE (VSEC) offering close?

The offering is closing on October 29, 2025.

Who are the underwriters for VSE’s (VSEC) offering?

Jefferies LLC and Morgan Stanley & Co. LLC acted as representatives of the several underwriters.

Was there a lock-up period associated with the VSE (VSEC) offering?

Yes. VSE’s executive officers and directors agreed to a 45-day lock-up, subject to exceptions.

Under what registration did VSE (VSEC) conduct the offering?

The offering was made under an automatically effective Form S-3, with a base prospectus dated August 2, 2024, and a prospectus supplement dated October 27, 2025.