VSE Corp director gifts shares to family trust

VSE Corp director Mark E. Ferguson III reported a bona fide gift of 133 shares of common stock on July 20, 2026, transferring them for no consideration from his direct holdings to the Mark E. Ferguson III Revocable Trust.

Rhea-AI Filing Summary

VSE Corp director Mark E. Ferguson III reported a bona fide gift of 133 shares of common stock on July 20, 2026, transferring them for no consideration from his direct holdings to the Mark E. Ferguson III Revocable Trust. After the transfer, he reports 0 shares held directly and 17,555 shares held indirectly through the trust, where he and his spouse are co-trustees and their two children are sole beneficiaries. The transactions are reported under a Rule 10b5-1 trading arrangement.

Insider Trade Summary 10b5-1

266 shares gifted

Gift 2 txns

Insider FERGUSON III MARK E

Role Director

Type	Security	Shares	Price	Value
Gift	Common Stock, par value $.05 F1	133	$0.00	$0.00
Gift	Common Stock, par value $.05	133	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $.05 — 0 shares (Direct); Common Stock, par value $.05 — 17,555 shares (Indirect, By Mark E. Ferguson III Revocable Trust)

Footnotes (1)

1. F1. On July 20, 2026, the reporting person transferred 133 shares of VSE common stock to the Mark E. Ferguson III Revocable Trust for no consideration. The reporting person and his spouse are co-trustees of the trust, and the reporting person's two children are sole beneficiaries of the trust.

Key Figures

Shares transferred: 133 shares Direct holdings after transaction: 0 shares Indirect holdings after transaction: 17,555 shares +1 more

4 metrics

Shares transferred 133 shares Bona fide gift of VSE common stock on July 20, 2026

Direct holdings after transaction 0 shares Shares held directly by Mark E. Ferguson III following the gift

Indirect holdings after transaction 17,555 shares Shares held indirectly through the Mark E. Ferguson III Revocable Trust

Reported transaction price $0.00 per share Gift transfer of 133 shares for no consideration

Key Terms

bona fide gift, Revocable Trust, indirect ownership, Rule 10b5-1 trading arrangement

4 terms

bona fide gift financial

"The transaction code description is noted as a bona fide gift."

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Revocable Trust financial

"Shares were transferred to the Mark E. Ferguson III Revocable Trust."

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

indirect ownership financial

"17,555 shares are reported as held indirectly through the trust."

Rule 10b5-1 trading arrangement regulatory

"The transactions are reported under a Rule 10b5-1 trading arrangement."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did VSEC director Mark E. Ferguson III report?

Mark E. Ferguson III reported a bona fide gift of 133 VSE Corp common shares. The shares were transferred for no consideration from his direct ownership to the Mark E. Ferguson III Revocable Trust, consolidating his reported holdings in that trust structure.

How many VSEC shares does Mark E. Ferguson III report owning after this Form 4?

After the reported gift, Mark E. Ferguson III shows 0 shares held directly and 17,555 shares held indirectly through the Mark E. Ferguson III Revocable Trust, where he and his spouse are co-trustees for their two children.

Was the VSEC Form 4 gift transaction made under a Rule 10b5-1 plan?

Yes. The filing indicates the transactions were reported under a Rule 10b5-1 trading arrangement. This means the timing of the gift was governed by a pre-established plan rather than a discretionary decision at the reporting date.

Who benefits from the VSEC shares held in the Mark E. Ferguson III Revocable Trust?

According to the disclosure, the reporting person and his spouse are co-trustees, and their two children are sole beneficiaries of the Mark E. Ferguson III Revocable Trust, which holds the 17,555 indirectly reported VSE Corp shares.

Did Mark E. Ferguson III receive any payment for the 133 VSEC shares transferred?

No. The Form 4 footnote states the 133 VSE common shares were transferred to the revocable trust for no consideration, characterizing the movement as a bona fide gift rather than a sale or compensated transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/22/2026 - 05:01 PM Accepted by SEC EDGAR 07/22/2026 - 05:01 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

FERGUSON III MARK E

(Last) (First) (Middle)

3361 ENTERPRISE WAY

(Street)

MIRAMAR FLORIDA 33025

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2026

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

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

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

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	07/20/2026		G		133(1)	D	$0	0	D
Common Stock, par value $.05	07/20/2026		G		133	A	$0	17,555	I	By Mark E. Ferguson III Revocable Trust

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

Explanation of Responses:

1. On July 20, 2026, the reporting person transferred 133 shares of VSE common stock to the Mark E. Ferguson III Revocable Trust for no consideration. The reporting person and his spouse are co-trustees of the trust, and the reporting person's two children are sole beneficiaries of the trust.

	Tobi B. Lebowitz, Attorney-in-Fact	07/22/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)