Cohn Adam Robert 4

What Happened

• Adam Robert Cohn, Chief Financial Officer of VSE Corp (VSEC), had restricted stock units (RSUs) and performance RSUs (PRSUs) vest in late February 2026, resulting in the acquisition of 5,317 shares (2,625 on 2026-02-27 and 2,692 on 2026-02-28). The filing also shows conversion/exercise activity for 897 derivative shares. To cover the tax liability from the vesting, 1,587 shares were withheld (disposed) on 2026-03-02 at a reported withholding price of $221.95 per share, totaling $352,235. These awards were reported with $0.00 per-share acquisition cost because they were granted as equity compensation.

Key Details

• Transaction dates and reported amounts:
  • 2026-02-27: Grant/award (PRSUs/derivative) — 2,625 shares acquired @ $0.00
  • 2026-02-28: Grant/award (RSUs/derivative) — 2,692 shares acquired @ $0.00
  • 2026-02-28: Exercise/conversion of derivative — 897 shares reported (conversion)
  • 2026-03-02: Tax withholding (F) — 1,587 shares withheld/disposed @ $221.95, proceeds = $352,235
• Shares owned after transaction: Not specified in the provided filing extract.
• Relevant footnotes from the filing:
  • Vesting relates to RSUs and PRSUs granted on February 28, 2025 (some awards were performance-based for the period ending 12/31/2025).
  • Each RSU/PRSU equals the right to one share.
  • The withholding of shares was to satisfy tax withholding obligations on the vesting.
  • Some RSUs granted Feb 28, 2025 vest in three substantially equal installments in future years (Feb 27, 2027–2029).
• Filing timeliness: The Form 4 was filed 2026-03-03 and appears to be timely based on the reported transaction dates.

Context

• This was compensation-related activity (vesting of RSUs/PRSUs) rather than an open-market purchase or sale by choice. The 1,587-share disposition was a tax-withholding event (common for vested equity), not an open-market sale that signals a decision to liquidate holdings. The conversion/exercise entries reflect derivative-to-share settlement on vesting.