Vse Corp 10-K for FY2025

Vse Corp (VSEC)

10-K 2026-02-27 For: 2025-12-31

Added on April 08, 2026

About this 10-K

Vse Corp filed this 10-K on February 27, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.11B; up 41.5% from $786.26M a year earlier
Net income: $11.7M; down 23.6% from net income of $15.32M a year earlier
Diluted EPS: $0.55; down 35.3% from $0.85 a year earlier

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Delaware			54-0649263
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)


TABLE OF CONTENTS
		Page
PART I

ITEM 1	Business	5
ITEM 1A	Risk Factors	9
ITEM 1B	Unresolved Staff Comments	16
ITEM 1C	Cybersecurity	16
ITEM 2	Properties	17
ITEM 3	Legal Proceedings	17
ITEM 4	Mine Safety Disclosures	18

PART II

ITEM 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
ITEM 6	[Reserved]	20
ITEM 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
ITEM 7A	Quantitative and Qualitative Disclosures About Market Risks	26
ITEM 8	Financial Statements and Supplementary Data	27
ITEM 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	62
ITEM 9A	Controls and Procedures	62
ITEM 9B	Other Information	64
ITEM 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	64

PART III

ITEM 10	Directors, Executive Officers and Corporate Governance	64
ITEM 11	Executive Compensation	64
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	64
ITEM 13	Certain Relationships and Related Transactions, and Director Independence	64
ITEM 14	Principal Accountant Fees and Services	64

PART IV

ITEM 15	Exhibits and Financial Statement Schedules	65
ITEM 16	Form 10-K Summary	65

Exhibits		67

Signatures		69


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
		(a)
Equity compensation plans approved by security holders	206,564	$	—	1,327,964
Equity compensation plans not approved by security holders	—	—		—
Total	206,564	$	—	1,327,964
(a) The Company has not granted stock options under its equity compensation plans, and the outstanding awards under its equity compensation plans do not have exercise prices. The weighted-average grant date fair value of outstanding awards under the Company's equity compensation plans as of December 31, 2025 is $90.04.


	2020	2021	2022	2023	2024	2025
VSE	100.00	159.54	123.89	172.03	254.49	463.81
NASDAQ Composite	100.00	122.18	82.43	119.22	154.48	187.14
S&P Aerospace & Defense	100.00	113.22	132.89	141.88	162.31	230.45


	Years ended December 31,
	2025		2024		Change ($)		Change (%)
Revenues	$	1,112,275	$	786,256	$	326,019	41	%
Costs and operating expenses	1,022,680		727,500		295,180		41	%
Operating income	89,595		58,756		30,839		52	%
Interest expense, net	20,556		34,947		(14,391)		(41)	%
Income from continuing operations before income taxes	69,039		23,809		45,230		190	%
Provision for income taxes	15,546		4,407		11,139		253	%
Net income from continuing operations	$	53,493	$	19,402	$	34,091	176	%


(Mark One)
☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	For the years ended December 31,
	2025		2024
Net cash provided by (used in) operating activities	$	26,990	$	(31,037)
Net cash used in investing activities	(276,452)		(263,669)
Net cash provided by financing activities	289,790		315,806
Net increase in cash and cash equivalents	$	40,328	$	21,100


Index to Consolidated Financial Statements

			Page

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)			28
Consolidated Balance Sheets as of December 31, 202 5 and 20 24			30
Consolidated Statements of Operations for the years ended December 31, 202 5 , 202 4 and 202 3			31
Consolidated Statements of Comprehensive Income for the years ended December 31, 202 5 , 202 4 and 202 3			32
Consolidated Statements of Stockholders' Equity for the years ended December 31, 202 5 , 202 4 and 202 3			33
Consolidated Statements of Cash Flows for the years ended December 31, 202 5 , 202 4 and 202 3			34
Notes to Consolidated Financial Statements			36


	As of December 31,
(in thousands, except share data)	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	69,358	$	29,505
Receivables, net	190,732		158,104
Contract assets	41,468		29,960
Inventories	553,834		434,059
Prepaid expenses and other current assets	37,937		30,899
Current assets held-for-sale	—		282,820
Total current assets	893,329		965,347
Property and equipment, net	91,098		71,041
Intangible assets, net	295,962		197,157
Goodwill	641,242		428,263
Operating lease right-of-use assets	50,151		43,225
Note receivable	27,041		—

Other assets	29,755		37,597
Total assets	$	2,028,578	$	1,742,630
Liabilities and Stockholders' equity
Current liabilities:
Current portion of long-term debt	$	7,500	$	30,000
Accounts payable	154,506		145,492
Accrued expenses and other current liabilities	73,161		52,749
Dividends payable	2,339		2,059
Current liabilities held-for-sale	—		68,200
Total current liabilities	237,506		298,500
Long-term debt, less current portion	285,304		400,173
Deferred compensation	5,918		7,262
Long-term operating lease obligations	43,693		39,498
Deferred tax liabilities	12,394		—
Other long-term liabilities	4,955		9,011
Total liabilities	589,770		754,444
Commitments and contingencies (Note 13)
Stockholders' equity:
Common stock, par value $0.05 per share, authorized 44,000,000 shares; issued and outstanding 23,398,046 and 20,590,496 respectively	1,170		1,030
Additional paid-in capital	1,041,483		591,600
Retained earnings	395,643		392,484
Accumulated other comprehensive income	512		3,072
Total stockholders' equity	1,438,808		988,186
Total liabilities and stockholders' equity	$	2,028,578	$	1,742,630


	For the years ended December 31,
(in thousands, except share and per share amounts)	2025		2024		2023
Revenues:
Products	$	703,925	$	482,800	$	376,567
Services	408,350		303,456		167,453
Total revenues	1,112,275		786,256		544,020

Costs and operating expenses:
Products	589,963		404,873		330,216
Services	364,182		279,168		144,794
Selling, general and administrative expenses	13,340		13,629		7,123
Earn-out receivable fair value adjustments	29,200		—		—
Lease abandonment and termination costs	—		12,205		—
Amortization of intangible assets	25,995		17,625		11,742
Total costs and operating expenses	1,022,680		727,500		493,875
Operating income	89,595		58,756		50,145

Interest expense, net	20,556		34,947		31,085
Income from continuing operations before income taxes	69,039		23,809		19,060
Provision for income taxes	15,546		4,407		4,495
Net income from continuing operations	53,493		19,402		14,565
(Loss) income from discontinued operations, net of tax	(41,790)		(4,078)		24,569
Net income	$	11,703	$	15,324	$	39,134

Earnings (loss) per share:
Basic
Continuing operations	$	2.53	$	1.09	$	1.03
Discontinued operations	(1.98)		(0.23)		1.74
	$	0.55	$	0.86	$	2.77
Diluted
Continuing operations	$	2.52	$	1.08	$	1.03
Discontinued operations	(1.97)		(0.23)		1.73
	$	0.55	$	0.85	$	2.76

Weighted average shares outstanding:
Basic	21,138,691		17,878,608		14,130,334
Diluted	21,238,718		17,975,295		14,184,729


				Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders' Equity
	Common Stock
(in thousands)	Shares	Amount
Balance at December 31, 2022	12,817	$	641	$	92,620	$	351,297	$	4,968	$	449,526
Net income	—	—		—		39,134		—		39,134
Issuance of common stock	2,846	142		128,968		—		—		129,110
Stock-based compensation	94	5		7,515		—		—		7,520
Other comprehensive loss, net of tax	—	—		—		—		(2,836)		(2,836)
Dividends declared ($0.40 per share)	—	—		—		(5,729)		—		(5,729)
Balance at December 31, 2023	15,757	788		229,103		384,702		2,132		616,725
Net income	—	—		—		15,324		—		15,324
Issuance of common stock	4,412	221		324,960		—		—		325,181
Stock issuance in connection with acquisitions	300	15		30,252		—		—		30,267
Stock-based compensation	122	6		7,285		—		—		7,291
Other comprehensive income, net of tax	—	—		—		—		940		940
Dividends declared ($0.40 per share)	—	—		—		(7,542)		—		(7,542)
Balance at December 31, 2024	20,591	1,030		591,600		392,484		3,072		988,186
Net income	—	—		—		11,703		—		11,703
Issuance of common stock	2,706	135		440,968		—		—		441,103
Stock-based compensation	101	5		8,915		—		—		8,920
Other comprehensive loss, net of tax	—	—		—		—		(2,560)		(2,560)
Dividends declared ($0.40 per share)	—	—		—		(8,544)		—		(8,544)
Balance at December 31, 2025	23,398	$	1,170	$	1,041,483	$	395,643	$	512	$	1,438,808



Receivables	$	12,244
Contract assets	1,825
Inventories	54,267
Prepaid expenses and other current assets	880
Property and equipment, net	4,704
Intangible assets - customer related	94,000
Goodwill	214,519
Operating lease right-of-use assets	5,163
Other assets	4,159
Total assets acquired	391,761
Accounts payable	(9,262)
Accrued expense and other current liabilities	(6,218)
Long-term operating lease obligations	(3,664)
Deferred tax liabilities	(21,247)
Other long-term liabilities	(4,971)
Total liabilities assumed	(45,362)
Net assets acquired, excluding cash	$	346,399



Receivables	$	27,379
Contract assets	2,925
Inventories	42,589
Prepaid expenses and other current assets	2,538
Property and equipment, net	10,301
Intangible asset - customer related	41,900
Goodwill	83,922
Operating lease right-of-use assets	14,141
Deferred tax assets	7,624
Total assets acquired	233,319
Accounts payable	(27,750)
Accrued expense and other current liabilities	(6,403)
Long-term operating lease obligations	(10,300)
Total liabilities assumed	(44,453)
Net assets acquired, excluding cash	$	188,866

Cash consideration, net of cash acquired	$	168,599
VSE common stock, at fair value	20,267
Total	$	188,866



Receivables	$	9,122
Contract assets	16,193
Inventories	5,512
Prepaid expenses and other current assets	570
Property and equipment, net	6,434
Intangible asset - customer related	59,000
Goodwill	40,201
Operating lease right-of-use assets	7,832
Other assets	214
Total assets acquired	145,078
Accounts payable	(9,764)
Accrued expense and other current liabilities	(5,624)
Long-term operating lease obligations	(7,339)
Total liabilities assumed	(22,727)
Net assets acquired, excluding cash	$	122,351

Cash consideration, net of cash acquired	$	112,351
VSE common stock, at fair value	10,000
Total	$	122,351



Charlotte, North Carolina
February 27, 2026


	For the years ended December 31,
(in thousands)	2025		2024		2023
Supplemental disclosure of noncash investing and financing activities:
Note receivable from the sale of business segment	$	25,000	$	—	$	—

Supplemental disclosures of cash flow information:
Cash paid for interest	$	26,849	$	37,076	$	35,039
Cash paid for income taxes
Federal	$	11,900	$	8,200	$	9,900
State	2,938		1,962		1,990
Foreign
United Kingdom	1,059		1,555		—
Other	217		232		2,107
Total cash paid for income taxes	$	16,114	$	11,949	$	13,997


	As of December 31,
	2025		2024
Buildings and building improvements	$	24,459	$	11,003
Computer equipment	12,478		9,678
Furniture, fixtures, and equipment	65,813		46,096
Leasehold improvements	12,668		8,627
Construction in process	8,684		15,979
Land and land improvements	1,208		978
	125,310		92,361
Less: accumulated depreciation and amortization	(34,212)		(21,320)
Total property and equipment, net	$	91,098	$	71,041


Year Ending December 31,
2026	$	34,924
2027	33,177
2028	32,344
2029	32,281
2030	31,841
Thereafter	131,395
Total	$	295,962


Prepaid expenses and other current assets (a)	$	11,500
Property and equipment	2,714
Intangible assets	16,200
Goodwill	74,586
Total assets acquired	$	105,000

Cash consideration	$	105,000
Total consideration	$	105,000
(a) Represents prepaid inventory consisting of finished goods acquired but not in the Company's physical possession as of the acquisition date.


Receivables	$	7,383
Inventories	31,228
Prepaid expenses and other current assets	515
Property and equipment	2,527
Intangible assets	21,950
Goodwill	53,942
Operating lease right-of-use-assets	6,679
Total assets acquired	124,224
Accounts payable	(10,128)
Accrued expenses and other current liabilities	(5,793)
Long-term operating lease obligations	(5,937)
Deferred tax liabilities	(2,666)
Total liabilities assumed	(24,524)
Net assets acquired, excluding cash	$	99,700

Cash consideration, net of cash acquired	$	101,870
Post-close adjustment	(2,170)
Total	$	99,700


	For the year ended December 31,
	2023
Revenue	$	591,775
Income from continuing operations	$	17,678


	Year ended December 31,
	2025		2024		2023
Commercial	$	1,108,091	$	779,008	$	539,592
Government	4,184		7,248		$	4,428
Total	$	1,112,275	$	786,256	$	544,020


	Year ended December 31,
	2025		2024(a)		2023(a)
Repair	$	408,350	$	303,456	$	167,453
Distribution	703,925		482,800		376,567
Total	$	1,112,275	$	786,256	$	544,020
(a) Certain revenue amounts in the prior year have been reclassified to conform to current presentation of revenue type categories.


		As of December 31,
	Financial Statement Classification	2025		2024
Billed and billable receivables	Receivables, net (a)	$	190,732	$	158,104
Contract assets - unbilled receivables	Contract assets	$	41,468	$	29,960
Contract liabilities	Accrued expenses and other current liabilities	$	6,891	$	4,479
(a) Net of allowance of $7.2 million and $4.1 million as of December 31, 2025 and 2024, respectively.


	Total
Balance as of December 31, 2023	$	288,591
Goodwill acquired	140,804
Measurement period adjustments	(1,132)
Balance as of December 31, 2024	$	428,263
Goodwill acquired	229,760
Measurement period adjustments	(16,781)
Balance as of December 31, 2025	$	641,242


	Cost		Accumulated Amortization		Net Intangible Assets
December 31, 2025
Customer-related	$	396,150	$	(100,188)	$	295,962

December 31, 2024
Customer-related	$	271,350	$	(74,193)	$	197,157
Trade names	8,500		(8,500)		—
Total	$	279,850	$	(82,693)	$	197,157


Year Ending December 31,	Term		Revolving Facility		Total
2026	$	7,500	$	—	$	7,500
2027	11,250		—		11,250
2028	20,625		—		20,625
2029	22,500		—		22,500
2030	234,375		—		234,375
Total	$	296,250	$	—	$	296,250


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested as of December 31, 2024	119,460	$	67.16
Granted	64,165	$	115.64
Vested	(51,798)	$	61.84
Forfeited	(8,047)	$	59.37
Unvested as of December 31, 2025	123,780	$	95.03


Year ending December 31,
2026	$	9,229
2027	10,173
2028	8,676
2029	6,830
2030	5,609
Thereafter	25,109
Total future minimum lease payments	65,626
Less: imputed interest	(15,627)
Present value of minimum lease payments	49,999
Less: current portion of lease liabilities (a)	(6,306)
Long-term lease liabilities	$	43,693

(a) The current portion of lease liabilities are presented within accrued expenses and other current liabilities on the Company's consolidated balance sheets. Refer to Note (9) "Accrued Expenses and Other Current Liabilities."


			As of December 31,
Description	Financial Statement Classification	Fair Value Hierarchy	2025		2024
Non-COLI assets held in Deferred Supplemental Compensation Plan(a)	Other assets	Level 1	$	704	$	629
Interest rate swaps - current	Accrued expenses and other current liabilities	Level 2	$	553	$	—
Interest rate swaps - long-term	Other assets	Level 2	$	1,235	$	4,093
(a) Non-COLI assets held in the Company's deferred supplemental compensation plan consist of equity funds with fair value based on observable inputs such as quoted prices for identical assets in active markets and changes in fair value are recorded as selling, general and administrative expenses.


	Amount
Balance as of December 31, 2024	$	—
Sale date fair value of earn-out receivable	29,200
Subsequent fair value adjustments	(29,200)
Balance as of December 31, 2025	$	—


	EXHIBIT INDEX

Reference No. Per Item 601 of Regulation S-K	Description of Exhibit	Exhibit No. In this Form 10-K

2.1	Stock Purchase Agreement, dated February 17, 2025, by and among OEP Wheeler Intermediate, LLC, Wheeler Fleet Solutions, Co., and VSE Corporation (Exhibit 2.1 to Form 8-K dated February 20, 2025)	* ¥ †
2.2	Stock Purchase Agreement, dated January 29, 2026, by and among VSE Corporation, VSE Mach HoldCo Acquisition Corp., VSE Mach Acquisition Corp., GenNx/PAG IntermediateCo Inc., and GenNx360 PAG Buyer, LLC (Exhibit 2.1 to Form 8-K dated January 29, 2026)	* ¥ †
3.1	Restated Certificate of Incorporation of VSE Corporation dated as of March 4, 1996 (Exhibit 3.1 to Form 10-K dated March 5, 2021 )	*
3.2	Certificate of Amendment of the Restated Certificate of Incorporation of VSE Corporation dated as of May 2, 2006 (Exhibit 3.1 to Form 10-Q dated August 1, 2006)	*
3.3	Certificate of Amendment of the Restated Certificate of Incorporation of VSE Corporation dated as of May 4, 2022 (Exhibit 3.1 to Form 10-K dated March 10, 2023)	*
3.4	Certificate of Amendment of the Restated Certificate of Incorporation of VSE Corporation dated as of May 8, 2025 (Exhibit 3.1 to Form 10-Q dated July 31, 2025)	*
3.5	By-Laws of VSE Corporation as amended through October 22, 2022 (Exhibit 3.4 to Form 10-Q dated July 27, 2023)	*
3.6	Amendment No. 3 to the By-Laws of VSE Corporation as amended through October 1, 2022 (Exhibit 3.2 to Form 10-K dated March 10, 2023)	*
4.1	Specimen Stock Certificate as of May 19, 1983 (Exhibit 4 to Registration Statement No. 2-83255 dated April 22, 1983 on Form S-2)	* + P
4.2	Description of VSE Corporation Securities Registered Pursuant to Section 12 of the Securities Act of 1934 (filed herewith)	Exhibit 4.2
4.3	Purchase Contract Agreement, dated February 5, 2026, between the Company and U.S. Bank Trust Company, National Association, as Purchase Contract Agent, as Trustee and as attorney-in-fact for the holders of the Purchase Contract (Exhibit 4.1 to Form 8-K dated February 5, 2026)	*
4.4	Form of 5.750% Tangible Equity Unit (Included in Exhibit 4.3)	*
4.5	Form of Purchase Contracts (Included in Exhibit 4.3)	*
4.6	Indenture, dated February 5, 2026, between the Company and U.S. Bank Trust Company, National Association, as Trustee (Exhibit 4.2 to Form 8-K dated February 5, 2026)	*
4.7	First Supplemental Indenture, dated February 5, 2026, between the Company and U.S. Bank Trust Company, National Association , as Trustee (Exhibit 4.3 to Form 8-K dated February 5, 2026)	*
4.8	Form of 5.93% Senior Amortizing Note due 202 9 (Included in Exhibit 4.7)	*
10.1	Executive Employment Agreement dated as of July 28, 2021, by and between VSE Corporation and Farinaz S. Tehrani. (Exhibit 10.1 to Form 8-K dated July 30, 2021)	* +
10.2	Amended & Restated Executive Employment Agreement dated as of December 7, 2021, by and between VSE Corporation and John A. Cuomo (Exhibit 10.1 to Form 8-K dated December 9, 2021)	* +


10.3	Amended and Restated Executive Employment Agreement, dated December 17, 2024, between John A. Cuomo and VSE Corporation (Exhibit 10.1 to Form 8-K dated December 18, 2024)	* +
10.4	Amended & Restated Executive Employment Agreement dated as of December 7, 2021, by and between VSE Corporation and Benjamin E. Thomas (Exhibit 10.3 to Form 8-K dated December 9, 2021)	* +
10.5	Executive Employment Agreement dated as of August 15, 2024, by and between VSE Corporation and Adam Cohn (Exhibit 10.1 to Form 8-K dated August 20, 2024)	* +
10.6	Consulting Agreement, dated November 6, 2024, between Chad M. Wheeler and VSE Corporation (Exhibit 10.1 to Form 8-K dated November 6, 2024)	* +
10.7	Consulting Agreement, dated October 24, 2025, between Tarang Sharma and VSE Corporation (Exhibit 10.1 to Form 10-Q dated October 27, 2025)	* +
10.8	Credit Agreement, dated as of May 2 , 2025 , by and among the Company, as borrower, each subsidiary of the Company from time to time party thereto as guarantors, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent (Exhibit 10.1 to Form 10-Q dated May 7 , 2025)	*
10.9	Lease Agreement by and between Metropark 7 LLC and VSE Corporation (Exhibit 10.2 to Form 8-K dated November 4, 2009)	*
10.10	VSE Corporation Deferred Supplemental Compensation Plan effective January 1, 1994, as amended and restated effective November 1, 2023 (Exhibit 10.2 to Form 10-K dated March 8, 2024	*
10.11	VSE Corporation 2006 Restricted Stock Plan, as amended in March 2023 (Appendix A to Definitive Proxy Statement on Schedule 14A filed on March 20, 2023)	*
10.12	VSE Corporation 2021 Employee Stock Purchase Plan (Appendix A to the Registrant’s Proxy Statement on Schedule 14A (Commission File No. 000-03676) filed on April 2, 2021	* +
19.1	VSE Corporation Insider Trading Policy	Exhibit 19.1
21.1	Subsidiaries of the Registrant	Exhibit 21.1
23.1	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm	Exhibit 23.1
31.1	Section 302 CEO Certification	Exhibit 31.1
31.2	Section 302 CFO Certification	Exhibit 31.2
32.1	Section 906 CEO Certification	Exhibit 32.1
32.2	Section 906 CFO Certification	Exhibit 32.2
97.1	VSE Corporation Clawback Policy (Exhibit 97.1 to Form 10-K dated March 8, 202 4 )	*
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	The cover page from VSE Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 has been formatted in Inline XBRL.


			VSE CORPORATION

Date:	February 27, 2026	By:	/s/ John A. Cuomo
			John A. Cuomo
			Chief Executive Officer and President


Name	Title	Date


/s/ John A. Cuomo	Director, Chief Executive	February 27, 2026
John A. Cuomo	Officer and President
	(Principal Executive Officer)

/s/ Adam R. Cohn	Chief Financial Officer	February 27, 2026
Adam R. Cohn	(Principal Financial Officer and Principal Accounting Officer)

/s/ Ralph E. Eberhart	Chairman/Director	February 27, 2026
Ralph E. Eberhart

/s/ Bonnie K. Wachtel	Director	February 27, 2026
Bonnie K. Wachtel

/s/ John E. Potter	Director	February 27, 2026
John E. Potter

/s/ Mark E. Ferguson III	Director	February 27, 2026
Mark E. Ferguson III

/s/ Edward P. Dolanski	Director	February 27, 2026
Edward P. Dolanski

/s/ Anita D. Britt	Director	February 27, 2026
Anita D. Britt

/s/ Lloyd E. Johnson	Director	February 27, 2026
Lloyd E. Johnson


Assumed Applicable Market Value			Number of Shares of Common Stock
$160.00			0.2660
$170.00			0.2660
$180.00			0.2660
$188.00			0.2660
$190.00			0.2632
$200.00			0.2500
$210.00			0.2381
$220.00			0.2273
$230.00			0.2174
$230.3086			0.2171
$240.00			0.2171
$250.00			0.2171


	Share Price
Effective Date	$	10.00	$	25.00	$	50.00	$	100.00	$	150.00	$	188.00	$	210.00	$	230.31	$	275.00	$	325.00	$	400.00	$	500.00	$	650.00	$	850.00
February 5, 2026	0.2567		0.2536		0.2482		0.2390		0.2316		0.2269		0.2246		0.2228		0.2196		0.2173		0.2155		0.2146		0.2143		0.2142
February 1, 2027	0.2602		0.2582		0.2541		0.2465		0.2378		0.2313		0.2280		0.2253		0.2206		0.2175		0.2157		0.2153		0.2152		0.2152
February 1, 2028	0.2632		0.2629		0.2619		0.2573		0.2475		0.2377		0.2322		0.2277		0.2209		0.2174		0.2162		0.2161		0.2161		0.2161
February 1, 2029	0.2660		0.2660		0.2660		0.2660		0.2660		0.2660		0.2381		0.2171		0.2171		0.2171		0.2171		0.2171		0.2171		0.2171


Installment Payment Date	Amount of Principal	Amount of Interest
May 1, 2026	$ 0.5670	$ 0.1108
August 1, 2026	$ 0.6114	$ 0.1074
November 1, 2026	$ 0.6204	$ 0.0984
February 1, 2027	$ 0.6296	$ 0.0892
May 1, 2027	$ 0.6390	$ 0.0798
August 1, 2027	$ 0.6484	$ 0.0704
November 1, 2027	$ 0.6581	$ 0.0607
February 1, 2028	$ 0.6678	$ 0.0510
May 1, 2028	$ 0.6777	$ 0.0411
August 1, 2028	$ 0.6878	$ 0.0310
November 1, 2028	$ 0.6980	$ 0.0208
February 1, 2029	$ 0.7083	$ 0.0105