VSE Corp (VSEC) COO logs stock grants, RSU vesting and tax share withholding

Rhea-AI Filing Summary

VSE Corp Chief Operating Officer Thomas Benjamin E. reported multiple equity transactions involving common stock and restricted stock units. He acquired 2,692 shares of common stock on February 28, 2026 as a grant and 897 shares of common stock through the vesting and conversion of restricted stock units.

He also received 1,744 new restricted stock units on February 27, 2026, which are scheduled to vest in three substantially equal installments on February 27, 2027, February 27, 2028, and February 27, 2029. In a related tax-withholding disposition on March 2, 2026, 1,429 shares of common stock were withheld at a price of $221.95 per share to cover tax liabilities tied to the vesting of RSUs and performance RSUs. After these transactions, he directly owned 43,997 shares of common 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

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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)
02/27/2026

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	02/28/2026		M		897(1)	A	(2)	42,734	D
Common Stock, par value $.05	02/28/2026		A		2,692(3)	A	$0	45,426	D
Common Stock, par value $.05	03/02/2026		F		1,429(4)	D	$221.95	43,997	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	(5)	02/27/2026		A		1,744		(6)	(6)	Common Stock	1,744	$0	1,744	D
Restricted Stock Units	(2)	02/28/2026		M			897	(7)	(7)	Common Stock	897	$0	1,795	D

Explanation of Responses:

1. Represents acquisition of shares of VSE common stock upon vesting of RSUs that were granted on February 28, 2025.

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 February 28, 2025 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. Each restricted stock unit represents a contingent right to receive one share of VSEC common stock.

6. The restricted stock units will generally vest in substantially equal installments on each of February 27, 2027, February 27, 2028, and February 27, 2029.

7. These restricted stock units granted on February 28, 2025 vest in three substantially equal installments.

	Tobi B. Lebowitz, Attorney-in-Fact	03/03/2026
	** 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).
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FAQ

What insider transactions did VSEC Chief Operating Officer Thomas Benjamin E. report?

He reported equity grants, RSU vesting, and related tax withholding. Transactions included common stock awards, conversion of restricted stock units into shares, new RSU grants, and a share withholding transaction to cover tax obligations arising from those vestings.

How many VSEC common shares did the COO acquire in these Form 4 transactions?

He acquired 2,692 shares of common stock as a grant and 897 additional shares upon RSU vesting. These transactions increased his direct common stock holdings before a subsequent tax-withholding share disposition reduced the total slightly while satisfying associated tax liabilities.

What restricted stock unit activity was disclosed for VSEC in this filing?

The filing shows 897 restricted stock units converted into common shares and a new grant of 1,744 restricted stock units. The new RSUs generally vest in three substantially equal installments across 2027, 2028, and 2029, subject to continued service and plan terms.

Why were 1,429 VSEC shares disposed of in the Form 4 filing?

The 1,429 shares were withheld to cover tax liabilities from the vesting of restricted stock units and performance-based RSUs. This tax-withholding disposition used existing shares instead of cash to satisfy the obligation, a common practice for equity compensation events.

How many VSEC common shares does the COO hold after these transactions?

After completing the reported equity grants, RSU conversions, and tax-withholding disposition, the Chief Operating Officer directly holds 43,997 shares of VSE common stock. This figure reflects his updated ownership position following all the Form 4 transactions disclosed.

When will the newly granted VSEC restricted stock units vest?

The 1,744 newly granted restricted stock units are scheduled to vest in substantially equal installments on February 27, 2027, February 27, 2028, and February 27, 2029. Actual vesting remains subject to the applicable award terms and the executive’s continued service.