Welcome to our dedicated page for VSE SEC filings (Ticker: VSEC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
VSE Corporation filings document an aviation aftermarket business focused on distribution and repair services, along with the capital structure used to support that platform. The company’s 8-K filings cover operating results, dividend declarations, material agreements, the completed Precision Aviation Group acquisition, tangible equity unit issuance, and related financing arrangements.
VSEC regulatory records also include proxy and shareholder-vote disclosures covering director elections, auditor ratification, executive compensation, governance matters, and annual meeting results. Exchange Act filings identify VSE common stock and 5.750% tangible equity units as Nasdaq-listed securities under VSEC and VSECU.
VSE Corporation is offering 3,989,362 shares of common stock at $188.00 per share, for gross proceeds of about $750.0 million and estimated net proceeds of about $721.9 million before expenses. Underwriters have a 30‑day option to buy up to 598,404 additional shares at the same price, less discounts.
The company is conducting a concurrent $400.0 million tangible equity unit offering under a separate prospectus supplement. VSE plans to use the stock and unit proceeds, together with about $700 million of new term loan financing, to fund a portion of the $2.025 billion pending acquisition of Precision Aviation Group’s parent, PAG HoldCo. If that acquisition does not close, VSE expects to use proceeds for general corporate purposes, including potential debt repayment.
Preliminary 2025 estimates show full‑year operating income of approximately $84–91 million and estimated Adjusted EBITDA of roughly $176–184 million. VSE highlights integration and execution risks around recent and pending acquisitions and notes that this equity and unit issuance will dilute existing shareholders.
VSE Corporation plans a primary offering of $350,000,000 of tangible equity units, consisting of 7,000,000 Units with a $50 stated amount each. Every Unit combines a prepaid stock purchase contract with a senior amortizing note due February 1, 2029, paying fixed quarterly cash installments.
The number of VSE common shares ultimately delivered per purchase contract will vary with the stock’s market value near settlement, with early settlement, early mandatory settlement and fundamental change features. VSE has applied to list the Units on Nasdaq under the symbol VSECU.
Concurrently, VSE is separately offering $650,000,000 of common stock, with proceeds from both offerings intended to fund part of the $1.75 billion cash portion of its planned $2.025 billion acquisition of Precision Aviation Group’s parent. Additional new debt facilities of up to $1.95 billion are committed to support this transaction. If the PAG deal does not close, net proceeds from these offerings may be used for general corporate purposes, including debt repayment.
VSE Corporation is offering $650,000,000 of common stock, with an additional $97,500,000 available to underwriters through an option. This primary equity sale is part of a broader financing plan tied to VSE’s aviation growth strategy.
Concurrently, VSE is offering $350,000,000 of tangible equity units in a separate deal, each unit combining a prepaid stock purchase contract and a senior amortizing note due February 1, 2029. VSE intends to use net proceeds from both offerings, along with new term loans and cash on hand, to help fund the $2.025 billion pending acquisition of Precision Aviation Group’s parent, which includes $1.75 billion in cash and $275 million in rollover equity plus up to $125 million in contingent earnout payments.
If the PAG acquisition is not completed, VSE plans to use the equity and unit proceeds for general corporate purposes, including potential debt repayment. The company also provides preliminary 2025 results, estimating full‑year Adjusted EBITDA between $176 million and $184 million, and highlights recent portfolio moves such as the $350 million Aero 3 acquisition and the sale of its Fleet and Federal & Defense segments to focus on aviation.
VSE Corporation filed an 8-K to provide detailed financial information related to its planned acquisition of PAG Holdco, the parent of Precision Aviation Group. The filing notes that closing of the PAG Acquisition remains subject to regulatory approvals and other customary closing conditions.
The company furnished audited consolidated financial statements of PAG and its subsidiaries for the years ended December 31, 2024 and 2023, along with related auditor reports, plus additional audited 2023 statements. It also included unaudited PAG interim financial statements and unaudited pro forma condensed combined financial information for VSE and PAG, giving effect to the acquisition.
VSE Corporation entered a stock purchase agreement to acquire PAG HoldCo, parent of Precision Aviation Group, for an up-front purchase price of $2.025 billion, consisting of $1.75 billion in cash and $275 million in newly issued Class B shares. The Seller may receive up to an additional $125 million earnout in cash, VSE common stock, or a mix, if fiscal 2026 profitability targets are met, and closing is conditioned on U.S., Australian and U.K. regulatory approvals.
VSE obtained a Debt Commitment Letter for up to $1.95 billion of new financing and backstop commitments for its existing credit facilities. The Seller will receive exchangeable Class B shares, registration rights for VSE stock, and is subject to staged lock-up periods after closing and any earnout share issuance. For 2025, VSE preliminarily estimates Adjusted EBITDA of approximately $45–$53 million for Q4 and $176–$184 million for the full year, and expects positive full-year free cash flow.
VSE Corp director Ralph E. Eberhart reported receiving 745 shares of common stock on January 2, 2026. The shares were issued at a price of $0.00 per share as part of his annual compensation for serving as a director. Following this grant, he beneficially owns 47,325 shares of VSE Corp common stock in direct ownership.
VSE Corp director Bonnie K. Wachtel reported receiving a stock grant as part of her annual director compensation. On January 2, 2026, she acquired 745 shares of VSE common stock at a stated price of $0 per share, reflecting that this was an equity award rather than an open‑market purchase. Following this grant, she beneficially owned 137,534 shares of VSE common stock, held in direct ownership. The filing characterizes the shares as issued specifically for her service as a director.
VSE Corp director Edward P. Dolanski reported receiving 745 shares of common stock on January 2, 2026. The shares were issued at a price of $0.00 per share as part of his annual compensation for serving as a director. Following this grant, he beneficially owns 8,844 shares of VSE Corp common stock directly.
VSE Corp director Johnson Lloyd Emerson reported receiving 745 shares of VSE common stock on January 2, 2026. The transaction is coded "A" for an acquisition at a price of $0 per share, and a footnote explains that these shares were issued as part of his annual compensation for serving as a director. Following this grant, he beneficially owns 7,451 shares of VSE common stock in direct form.
VSE Corp director reports small share grant
A VSE Corp director filed a Form 4 showing receipt of 31 shares of common stock on 12/15/2025. The shares were issued as part of the director’s quarterly cash retainer, effectively paying a portion of the fee in stock at a reported price of $169.38 per share. Following this transaction, the director is listed as beneficially owning 63 shares of VSE Corp common stock. A related note states that 16,478 shares are held by the Mark E. Ferguson III Revocable Trust. No derivative securities transactions are reported.