Thomas Benjamin E. 4

4 · VSE CORP · Filed Mar 11, 2026

AI-generated summary of this filing

Updated Mar 12, 2026

VSE (VSEC) COO Thomas Benjamin Receives 3,640 Shares; 1,948 Withheld

What Happened

Thomas E. Benjamin, Chief Operating Officer of VSE Corp (VSEC), received equity awards that vested on March 10, 2026. The filing shows 3,640 shares acquired as an award (RSUs/PRSUs) and conversion/exercise of 1,311 derivative units into shares. To cover tax withholding tied to the vesting, 1,948 shares were surrendered (disposed) at an attributable value of $216.47 per share, totaling about $421,684.
These transactions are award/vesting events rather than open-market purchases or voluntary sales; the disposal reflects shares withheld to satisfy tax obligations (a routine, non‑market sale).

Key Details

Transaction date: March 10, 2026; Form 4 filed March 11, 2026 (timely filing).
Transactions reported:
- A (Award): 3,640 shares acquired upon vesting (grant price $0.00).
- M (Exercise/Conversion of derivative): 1,311 shares acquired (conversion of RSU/PRSU).
- F (Tax withholding): 1,948 shares disposed/withheld at $216.47 each, proceeds/withholding value ~$421,684.
Footnotes: RSUs were granted March 10, 2023 and vest in three substantially equal installments; PRSUs relate to the performance period ending 12/31/2025; each RSU/PRSU equals one share. Withholding (F) represents shares retained to cover tax liability.
Shares owned after transaction: Not specified in the provided filing excerpt.
No indication of a 10b5-1 plan or other trading program in the provided details.

Context

This is primarily an equity vesting event (awarded/vested RSUs and performance RSUs). The withholding of shares to satisfy taxes is a routine administrative step and not a market-driven sale signal.
For retail investors: vesting awards increase insider ownership over time, but forced withholding to cover taxes should not be read as insider selling for diversification or negative signal.

Form 4

Period: 2026-03-10

Chief Operating Officer

Transactions

Exercise/Conversion
Common Stock, par value $.05
[F1][F2]
2026-03-10+1,311→ 47,647 total
Award
Common Stock, par value $.05
[F3]
2026-03-10+3,640→ 51,287 total
Tax Payment
Common Stock, par value $.05
[F4]
2026-03-10$216.47/sh−1,948$421,684→ 49,339 total
Exercise/Conversion
Restricted Stock Units
[F2][F5]
2026-03-10+1,311→ 0 total
→ Common Stock (1,311 underlying)

Footnotes (5)

[F1]Represents acquisition of shares of VSE common stock upon vesting of RSUs that were granted on March 10, 2023.
[F2]Each restricted stock unit represents a right to receive one share of VSEC common stock.
[F3]Represents acquisition of shares of VSE common stock upon vesting of PRSUs that were granted on March 10, 2023 for the performance period ended December 31, 2025.
[F4]Represents withholding of shares of VSE common stock for the tax liability associated with the vesting of RSUs and PRSUs.
[F5]These restricted stock units granted on March 10, 2023 vest in three substantially equal installments.

Signature

Tobi B. Lebowitz, Attorney-in-Fact|2026-03-11

1 file