VSE Corp (VSEC) COO gains shares from RSU vesting and tax withholding

Rhea-AI Filing Summary

VSE Corp Chief Operating Officer Thomas Benjamin reported routine equity compensation activity. On March 10, 2026, 1,311 restricted stock units converted into 1,311 shares of common stock at a stated price of $0.00 per share as part of a vesting event.

He also acquired 3,640 additional common shares through the vesting of performance-based restricted stock units granted on March 10, 2023 for a performance period ending December 31, 2025. To cover related tax liabilities on the RSU and PRSU vesting, 1,948 shares were withheld at $216.47 per share.

After these transactions, Benjamin directly owns 49,339 shares of VSE common stock. The filing reflects compensation-related vesting and tax withholding rather than open-market buying or selling.

Insights

Equity Compensation Analyst

Compensation-driven vesting and tax withholding with no open-market trades.

The filing shows VSE Corp COO Thomas Benjamin receiving equity through the vesting of restricted and performance-based stock units granted in 2023. A total of 1,311 RSUs converted into common shares and 3,640 PRSU-linked shares were delivered based on a completed performance period.

To satisfy tax obligations from these vestings, 1,948 shares were withheld at $216.47 per share, coded as a tax-withholding disposition (F), not an open-market sale. After the transactions, Benjamin holds 49,339 common shares directly, indicating continued equity exposure.

The pattern—RSU and PRSU vesting with share withholding for taxes and no open-market purchases or sales—is typical of executive compensation programs and generally carries limited signaling value about management’s view of the stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Thomas Benjamin E.

(Last) (First) (Middle)

3361 ENTERPRISE WAY

(Street)

MIRAMAR FL 33025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VSE CORP [ VSEC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.05	03/10/2026		M		1,311(1)	A	(2)	47,647	D
Common Stock, par value $.05	03/10/2026		A		3,640(3)	A	$0	51,287	D
Common Stock, par value $.05	03/10/2026		F		1,948(4)	D	$216.47	49,339	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	03/10/2026		M		1,311		(5)	(5)	Common Stock	1,311	$0	0	D

Explanation of Responses:

1. Represents acquisition of shares of VSE common stock upon vesting of RSUs that were granted on March 10, 2023.

2. Each restricted stock unit represents a right to receive one share of VSEC common stock.

3. Represents acquisition of shares of VSE common stock upon vesting of PRSUs that were granted on March 10, 2023 for the performance period ended December 31, 2025.

4. Represents withholding of shares of VSE common stock for the tax liability associated with the vesting of RSUs and PRSUs.

5. These restricted stock units granted on March 10, 2023 vest in three substantially equal installments.

	Tobi B. Lebowitz, Attorney-in-Fact	03/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did VSE Corp COO Thomas Benjamin report in this Form 4 for VSEC?

He reported equity compensation activity, including RSU and PRSU vesting that delivered 1,311 and 3,640 common shares, respectively. The filing also shows shares withheld to cover tax liabilities, with no open-market purchases or sales disclosed.

How many VSE (VSEC) shares did the COO acquire through RSU and PRSU vesting?

He acquired 1,311 common shares from restricted stock unit vesting and 3,640 additional common shares from performance-based RSU vesting. These shares stem from awards granted on March 10, 2023, tied to a performance period ending December 31, 2025.

How many VSE shares were withheld for taxes in the COO’s Form 4 filing?

A total of 1,948 common shares were withheld to satisfy tax liabilities related to the vesting of RSUs and PRSUs. The withholding was recorded at a price of $216.47 per share and is not an open-market stock sale.

What is Thomas Benjamin’s VSE share ownership after these transactions?

Following the vesting and tax withholding transactions, Thomas Benjamin directly owns 49,339 shares of VSE common stock. This reflects his updated equity stake after receiving new shares from RSU and PRSU vesting and having some shares withheld for taxes.

Were there any open-market stock purchases or sales by the VSE COO in this Form 4?

No open-market purchases or sales were reported. The transactions consist of RSU and PRSU vesting plus share withholding for taxes. The disposition coded F represents tax payment in shares, not a discretionary sale into the market.

What awards caused the VSE COO’s RSU and PRSU vesting in this Form 4?

The RSU and PRSU vesting relate to awards granted on March 10, 2023. The performance-based restricted stock units covered a performance period ending December 31, 2025, and have now delivered common shares as described in the filing footnotes.