Thomas Benjamin E. 4

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.