Material Agreement · Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549   FORM  8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2024 VSE CORP ORATION (Exact name of registrant as specified in its charter) Delaware 000-03676 54-0649263 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) 6348 Walker Lane Alexandria, Virginia 22310 (Address of Principal Executive Offices) (Zip Code) ( 703 ) 960-4600 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $.05 per share VSEC The NASDAQ Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement. On April 23, 2024, VSE Corporation (“VSE” or the “Company”) and a majority of its wholly owned subsidiaries, as borrowers, entered into that certain Seventh Amendment (the “Amendment”) to the Fourth Amended and Restated Business Loan and Security Agreement, dated as of January 5, 2018 (as amended, restated or otherwise modified to date, the “Credit Agreement”) with Citizens Bank, N.A. and certain other banks and financial institutions from time to time party thereto (the “Lenders”) as lenders, and Citizens Bank, N.A., as administrative agent (as successor by merger to Citizens Bank of Pennsylvania ) (in such capacity, the “Administrative Agent”). The Amendment, among other things, provides flexibility for the Company to enter into certain accounts receivables factoring arrangements, including arrangements assumed in connection with the acquisition of Turbine Controls, Inc. From time to time, certain of the parties under the Credit Agreement and/or their affiliates provide financial services to the Company. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. Item 8.01 Other Events. On April 24, 2024, the Company issued a press release announcing the completion of its previously announced definitive agreement to acquire Turbine Controls, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference. Item 9.01 Financial Statements and Exhibits   (d) Exhibits   Exhibit Number   99.1 Press release dated April 24, 2024, entitled “VSE Corporation Completes Turbine Controls, Inc. Acquisition" 104 Cover Page Interactive Data File SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VSE CORPORATION (Registrant) Date: April 25, 2024 By: /s/ Farinaz S. Tehrani Farinaz S. Tehrani Chief Legal Officer and Corporate Secretary