VSE CORP (VSEC) COO logs stock grants, RSU vesting and tax withholding in Form 4

Rhea-AI Filing Summary

VSE CORP Chief Operating Officer Benjamin E. Thomas reported equity compensation activity and related tax withholding. On March 8, 2026, he acquired 2,879 shares of common stock as a grant and 978 shares through the vesting and conversion of restricted stock units into common shares at a stated price of $0.0000 per share.

The footnotes explain these shares came from time-based RSUs and performance-based PRSUs granted on March 8, 2024, each RSU representing one share of VSE common stock. On March 9, 2026, 1,518 shares of common stock were withheld at $217.74 per share to satisfy tax liabilities from the RSU and PRSU vesting. After these transactions, Thomas directly owned 46,336 shares of VSE 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)
03/08/2026

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	03/08/2026		M		978(1)	A	(2)	44,975	D
Common Stock, par value $.05	03/08/2026		A		2,879(3)	A	$0	47,854	D
Common Stock, par value $.05	03/09/2026		F		1,518(4)	D	$217.74	46,336	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)	03/08/2026		M			978	(5)	(5)	Common Stock	978	$0	978	D

Explanation of Responses:

1. Represents acquisition of shares of VSE common stock upon vesting of RSUs that were granted on March 8, 2024.

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 8, 2024 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 8, 2024 vest in three substantially equal installments.

	Tobi B. Lebowitz, Attorney-in-Fact	03/10/2026
	** 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.

FAQ

What did VSE CORP (VSEC) COO Benjamin Thomas report in this Form 4?

VSE CORP COO Benjamin Thomas reported equity compensation activity, including stock granted and RSUs/PRSUs vesting into common shares, along with shares withheld for taxes. These transactions reflect routine compensation events rather than open-market purchases or sales of VSE common stock.

How many VSE CORP (VSEC) shares did the COO acquire through awards and vesting?

Benjamin Thomas acquired 2,879 shares of VSE common stock as a grant and 978 shares through the vesting and conversion of restricted stock units. Each restricted stock unit represented one share of VSE common stock under awards originally granted on March 8, 2024.

Why were 1,518 VSE CORP (VSEC) shares disposed of in this Form 4?

The 1,518 VSE CORP shares were withheld to cover tax liabilities associated with the vesting of RSUs and PRSUs. This tax-withholding disposition used shares valued at $217.74 each and does not represent an open-market sale by the Chief Operating Officer.

What price per share is shown for the VSE CORP (VSEC) tax withholding transaction?

The tax-withholding disposition shows a price of $217.74 per VSE CORP share. This reflects the value used to calculate the number of shares withheld to satisfy tax obligations tied to the vesting of restricted and performance-based stock units.

How many VSE CORP (VSEC) shares does the COO hold after these transactions?

Following the reported grant, RSU/PRSU vesting, and tax withholding, Benjamin Thomas holds 46,336 VSE CORP common shares directly. This figure reflects his position after 1,518 shares were withheld to cover tax liabilities from the equity awards’ vesting events.

What do the VSE CORP (VSEC) footnotes say about the RSUs and PRSUs?

The footnotes state the RSUs and PRSUs were granted on March 8, 2024, with each unit representing one share of VSE common stock. They explain that some RSUs vest in three substantially equal installments and that the reported shares result from vesting and associated tax withholding.