What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-03-03 · 80 added, 70 removed, 28 unchanged (84% of the section changed)

History and Organization

VSE Corporation, through its subsidiaries (collectively, "VSE," the "Company," "we," "us," or "our"), is a leading provider of aftermarket distribution and maintenance, repair and overhaul ("MRO") services for air and land transportation assets for commercial and government markets.

VSE Corporation, through its subsidiaries (collectively, "VSE" or the "Company") is a leading provider of aftermarket distribution and maintenance, repair and overhaul ("MRO") services for air transportation assets for commercial and government markets.

VSE was incorporated in Delaware in 1959.

Purpose, Vision and Our Core Values

Purpose, Vision and Core Values

Purpose and Vision Statement

We deliver trusted solutions to inspire the performance of tomorrow.

We are focused on enhancing the productivity and longevity of our customer's high-value, business-critical assets.

We strive to achieve this through our dedication to creating better solutions, anticipating global needs, and building stronger relationships with our customers.

The Company is focused on enhancing the productivity and longevity of its customer's high-value, business-critical assets.

The Company strives to achieve this through dedication to creating better solutions, anticipating global needs, and building stronger relationships with customers.

• Customer Obsessed:

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Business Operations

Our business operations are managed under two reportable operating segments:

Aviation and Fleet.

Prior to the sale of the Federal and Defense segment, as discussed below, we operated in three reportable operating segments.

The Company's business operations are managed as a single reportable operating segment:

Prior to the sales of the Federal and Defense and Fleet segments, as discussed below, the Company operated under three reportable operating segments.

The Aviation segment is a leading provider of aftermarket parts distribution and MRO services for components and engine accessories supporting commercial, business and general aviation ("B&GA") operators.

This business offers a range of services to a diversified global client base of commercial airlines, regional airlines, air cargo transporters, MRO integrators and providers, aviation manufacturers, corporate and private aircraft owners, and fixed-base operators ("FBOs").

Our Aviation segment accounted for 73%, 63%, and 61% of our consolidated revenues in 2024, 2023 and 2022, respectively.

The Fleet segment specializes in parts distribution, engineering solutions, and mission critical supply chain management services supporting the medium and heavy-duty fleet market.

Fleet segment operations are conducted under the brand Wheeler Fleet Solutions, which supports the United States Postal Service ("USPS") and commercial truck fleets with parts, sustainment solutions and managed inventory services.

Our Fleet segment accounted for 27%, 37%, and 39% of our consolidated revenues in 2024, 2023 and 2022, respectively.

PAG Acquisition

On January 29, 2026, the Company entered into a stock purchase agreement (the “Purchase Agreement”) to acquire Precision Aviation Group ("PAG"), a portfolio company of GenNx360 Capital Partners, for total upfront consideration of approximately $2.025 billion in cash and equity (the “PAG Acquisition”).

In addition, the Purchase Agreement provides for up to $125 million in additional contingent earn-out consideration, payable in cash or equity consideration at the Company's sole discretion, based on PAG's 2026 adjusted EBITDA performance.

The PAG Acquisition is expected to be funded in part by the Company’s February 2026 Offerings (as defined below).

The PAG Acquisition is subject to customary closing conditions and approvals and is expected to close in the second quarter of 2026.

Prior to its sale, the Fleet segment specialized in parts distribution, engineering solutions, and mission critical supply chain management services supporting the medium and heavy-duty fleet market.

In April 2025, the Company completed the sale of the Fleet segment (the "Fleet Sale").

The Company has reflected the results of operations for this business as discontinued operations for all periods presented.

See Note (3) "Discontinued Operations" to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K for further information.

Federal and Defense

Prior to its sale, the Federal and Defense segment provided aftermarket refurbishment and sustainment services to extend and maintain the life cycle of military vehicles, ships and aircraft for the United States Department of Defense ("DoD").

In February 2024, we entered into two separate agreements to sell substantially all of the Federal and Defense segment assets ("FDS Sale").

We have reflected the results of operations for this business as discontinued operations for all periods presented.

See Note (3) "Discontinued Operations" to our Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K for

further information.

In February 2024, the Company entered into two separate agreements to sell substantially all of the Federal and Defense segment assets (the "FDS Sale").

The Company has reflected the results of operations for this business as discontinued operations for all periods presented.

See Note (3) "Discontinued Operations" to the Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K for further information.

Products and Services

We provide a broad array of aftermarket parts distribution and service capabilities to support our clients’ aircraft and vehicle fleets.

We focus on creating value by sustaining and extending the life and improving the performance of our client transportation assets through core offerings in parts supply and distribution, supply chain management, and MRO services.

We supply parts through our global distribution centers of excellence and provide MRO services from our strategically positioned repair facilities ensuring expedient delivery and turn-around of customers products enabling aircraft and fleet vehicles to return to service on time.

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information regarding our business operations.

Our marketing activities are conducted separately by each of our two business segments by industry-specific sales representatives and professional marketing and business development staff.

New customer contacts and information concerning new parts or programs, requirements and opportunities become available through sales calls and client visits, negotiation with key customer and supplier business partners, and formal and informal briefings.

We participate in various professional organizations and trade associations, and attend global industry trade shows and events in order to increase our brand awareness and strengthen our service offerings.

Human Capital Resources

The Company provides a broad array of aftermarket parts distribution and service capabilities to support clients’ aircraft fleets.

The Company focuses on creating value by sustaining and extending the life and improving the performance of client air transportation assets through core offerings in parts supply and distribution, supply chain management, and MRO services.

The Company supplies parts through global distribution centers of excellence and provides MRO services from strategically positioned repair facilities ensuring expedient delivery and turn-around of customers products enabling aircraft and fleet vehicles to return to service on time.

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information regarding the Company's business operations.

The Company's marketing activities are conducted by sales representatives and professional marketing and business development staff.

New customer contacts and information concerning new parts or programs, requirements and opportunities become available through sales calls and client visits, negotiations with key customer and supplier business partners, and formal and informal briefings.

The Company participates in various professional organizations and trade associations, and attends global industry trade shows and events in order to increase brand awareness and strengthen the Company's service offerings.

Human Capital Management

The Company’s human capital management strategy is designed to support its business objectives by attracting, developing, and retaining a skilled workforce while promoting safety, ethical conduct, and an inclusive workplace culture.

The Company’s employees are critical to executing its strategy and delivering value to customers and stakeholders.

Workforce Demographics

Our employees have a variety of specialized experience, training and skills that provide the expertise required to service our customers.

As of December 31, 2024, we employed approximately 1,400 employees.

Principal employee categories include (i) mechanics and vehicle, aircraft and equipment technicians, (ii) logisticians, (iii) finance, information technology, and human resources support personnel, (iv) warehouse and sales personnel, and (v) engineers.

Employee Health and Safety

We are committed to providing a safe working environment for our employees.

Supported by a Health, Environmental and Safety Program, we strive to minimize the risk of injury or illness to workers.

We provide our employees with upfront and continuing safety training to communicate and implement safety policies and procedures.

We also provide our employees with any additional information, leadership, support and equipment needed to safely perform their job function.

The Company's employees have a variety of specialized experience, training and skills that provide the expertise required to service its customers.

As of December 31, 2025, the Company employed approximately 1,600 employees.

The Company’s workforce composition reflects the technical and operational requirements of its business and supports the delivery of high-quality products and services.

Talent Acquisition, Retention and Development

We strive to attract, develop and retain top talent at all levels of the company.

To support this objective, we seek to provide opportunities for professional development and career growth to recognize and reward our employees for their contributions and accomplishments.

We encourage employees to provide feedback about their experience and we regularly conduct employee engagement surveys to gauge employee satisfaction and to understand the effectiveness of engaging our employees on all levels.

These surveys provide valuable information on drivers of engagement and areas of improvement to help us maintain an employee-focused experience and culture.

We also host quarterly town hall meetings to provide an open and frequent line of communication for all employees.

Company culture is a priority.

We model our values and focus on reinforcing these through employee recognition.

Our people and teams remain a key market differentiator for our business.

Developing internal talent and sourcing for new talent that fits our culture is a key part of our strategy.

We offer competitive compensation and comprehensive benefits to attract, reward and retain a qualified and diverse workforce to achieve our vision and mission and meet the dynamic needs of employees and their families.

In addition to competitive base pay, we offer bonus opportunities, a Company matched 401(k) plan, an employee stock purchase plan, healthcare insurance benefits, health savings and flexible spending accounts, paid time off, holiday pay, flexible work schedules, education reimbursement, and employee assistance programs.

We embrace and encourage inclusion and strive to build a culture and company environment supporting inclusivity.

Our initiatives include our practices on employee engagement, and the development of a work environment built on the premise of inclusion.

We are focused on creating a framework and action plan for inclusion related initiatives across the organization, regularly hosts roundtable discussions aimed at increasing awareness and promoting dialogue to encourage a culture that values inclusive behavior in our workplace.

We also support employee resource groups, which are voluntary, employee-led groups that are open to all employees and provide a forum for all employees to share experiences and support our company's initiatives.

We firmly believe in the power of our employee resource groups to foster inclusivity in our workplace.

These groups serve as platforms for employees from different backgrounds to connect, share experiences, and advocate for continuous improvement within our organization.

We actively seek initiatives and participate in outreach programs to assist individuals who served in the U.S.

Armed Forces.

These efforts include an emphasis on hiring military veterans to enhance the quality of our workforce.

In our continuous pursuit of creating a more inclusive and diverse workplace, we provide training programs to support these initiatives.

The goal of this initiative is to increase awareness and promote cultural sensitivity among our employees.

The Company strives to attract, develop, and retain talent at all levels of the organization.

To support this objective, the Company invests in structured talent development programs designed to strengthen leadership capability, technical expertise, and commercial effectiveness.

All people leaders participate in formal leadership training aligned with the Company’s operating model and values.

The Company maintains role-based development programs, including structured sales training to enhance customer engagement and support revenue growth initiatives.

The Company sponsors a formal mentoring program and provides ongoing professional development opportunities to support career progression, internal mobility, and succession readiness.

The Company maintains a succession planning framework to identify and develop talent for critical leadership roles and to support continuity of operations.

Talent development and succession planning are regularly reviewed by senior leadership.

The Company also reviews internal promotion trends and retention metrics as part of its ongoing talent management processes.

Employees complete required compliance, ethics, and safety training to reinforce the Company’s commitment to regulatory adherence and operational excellence.

The Company regularly conducts employee engagement surveys to assess employee satisfaction and identify opportunities for improvement.

Quarterly town hall meetings are held to maintain open communication between leadership and employees.

The Company offers competitive compensation and comprehensive benefits designed to attract, motivate, and retain a qualified workforce.

In addition to base pay, the Company provides performance-based incentive opportunities and equity participation programs intended to align employee interests with those of shareholders.

Benefits programs include a Company-matched 401(k) plan, an employee stock purchase plan, healthcare insurance benefits, health savings and flexible spending accounts, paid time off, holiday pay, flexible work arrangements, education reimbursement, and employee assistance programs.

These programs are designed to support employee well-being and promote long-term engagement.

As part of its broader human capital strategy, the Company is committed to fostering an inclusive workplace that promotes respect, collaboration, and equal opportunity.

Inclusion is embedded in the Company’s culture and reflected in its policies, leadership practices, and talent management processes.

The Company maintains policies supporting equal employment opportunity and non-discrimination and seeks to provide a work environment in which employees are treated fairly and with respect.

Inclusion initiatives are integrated into the Company’s leadership training and broader talent development programs to reinforce consistent expectations across the organization.

The Company has established a framework and action plan to advance inclusion-related initiatives enterprise-wide.

These efforts include employee engagement practices and facilitated roundtable discussions designed to promote awareness and constructive dialogue.

Inclusion initiatives are periodically reviewed by senior leadership.

The Company supports employee resource groups (“ERGs”), which are voluntary, employee-led groups open to all employees.

ERGs provide opportunities for employees to build connections, share perspectives, and contribute to initiatives that support an inclusive work environment.

The Company participates in outreach efforts supporting individuals who have served in the U.S.

Armed Forces and places emphasis on recruiting and hiring military veterans as part of its broader talent acquisition strategy.

Through these initiatives, the Company seeks to maintain a workplace environment that values diverse perspectives, supports employee engagement, and strengthens workforce capability.

Employee Health and Safety

The Company is committed to providing a safe working environment for employees.

Supported by a Health, Environmental and Safety Program, the Company strives to minimize the risk of injury or illness to workers.

The Company provides employees with upfront and continuing safety training to communicate and implement safety policies and procedures.

The Company also provides employees with any additional information, leadership, support and equipment needed to safely perform their job function.

Code of Business Conduct and Ethics

We are committed to the highest ethical standards, and we expect all of our directors, officers and employees to comply with our standards and applicable laws and regulations in the conduct of our business.

Our Code of Business Conduct and Ethics (the "Code") sets forth our policies and expectations on what is appropriate behavior and guides ethical business decisions that maintain a commitment to integrity.

In addition, we require annual ethics and compliance training for our employees to provide them with the knowledge necessary to maintain our standards of ethics and compliance.

The Company is committed to conducting business in accordance with the highest ethical standards and in compliance with applicable laws and regulations.

The Company’s Code of Business Conduct and Ethics (the “Code”) establishes policies and expectations regarding appropriate conduct and guides ethical decision-making across the organization.

All directors, officers, and employees are expected to adhere to the Code.

The Company requires annual ethics and compliance training to reinforce its standards of integrity and regulatory compliance.

Regulation and Supervision

Our businesses are subject to extensive regulation in the markets we serve.

We work with numerous U.S.

government agencies and entities, including but not limited to, the Federal Aviation Administration ("FAA") and the USPS.

Similar government authorities and regulations exist in the other countries in which we do business.

The Company is subject to extensive regulation in the markets it serves.

The Company works with numerous U.S.

government agencies and entities, including but not limited to, the Federal Aviation Administration ("FAA").

Similar government authorities and regulations exist in the other countries in which the Company does business.

The FAA regulates the manufacture, repair and operation of all aircraft and aircraft parts operated in the United States.

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Certification and conformance are required prior to installation of a part on an aircraft.

The FAA requires that various maintenance routines be performed on aircraft components, and we currently satisfy these maintenance standards in our MRO services.

For additional information on regulations and risks affecting our business, refer to Item 1A., "Risk Factors".

Our businesses operate in highly competitive industries that include numerous competitors, many of which are larger in size and have greater name recognition, financial resources, and larger technical staff than we do.

We also compete against smaller, more specialized competitors that concentrate their resources on narrower service offerings.

The extent of competition that we will encounter because of changing economic or competitive conditions, customer requirements or technological developments is unpredictable.

We believe the principal competitive factors for our business are customer knowledge, product availability, technical and financial qualifications, past performance, repair turnaround time, government budgetary priorities, sales force initiatives and price.

The FAA requires that various maintenance routines be performed on aircraft components, and the Company currently satisfies these maintenance standards in its MRO services.

For additional information on regulations and risks affecting the Company's business, refer to Item 1A., "Risk Factors".

The Company's business operates in highly competitive industries that include numerous competitors, many of which are larger in size and have greater name recognition, financial resources, and larger technical staff than VSE.

The Company also competes against smaller, more specialized competitors that concentrate their resources on narrower service offerings.

The extent of competition that the Company will encounter because of changing economic or competitive conditions, customer requirements or technological developments is unpredictable.

The Company believes the principal competitive factors for its business are customer knowledge, product availability, technical and financial qualifications, past performance, repair turnaround time, government budgetary priorities, sales force initiatives and price.

Available Information

We maintain an internet website at www.vsecorp.com .

We make available free of charge through our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed with or otherwise furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the reports are electronically filed with, or furnished to, the SEC.

The information on or obtainable through our

website is not intended to be incorporated into this Annual Report on Form 10-K.

The Company maintains an internet website at www.vsecorp.com .

The Company makes available free of charge through its website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed with or otherwise furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the reports are electronically filed with, or furnished to, the SEC.

The information on or obtainable through the Company's website is not intended to be incorporated into this Annual Report on Form 10-K.

The SEC also maintains an internet website ( http://www.sec.gov ) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business