V2X, INC. ANNOUNCES PRICING OF OFFERING OF APPROXIMATELY 2.0 MILLION SHARES OF COMMON STOCK IN SECONDARY OFFERING BY VERTEX AEROSPACE

Rhea-AI Summary

V2X (NYSE:VVX) announced pricing of a secondary offering of 2,004,569 shares by Vertex Aerospace at $74.35 per share. V2X will not sell shares and will not receive proceeds. The offering is expected to close on or about May 11, 2026, with Morgan Stanley as sole underwriter.

Following the offering, Vertex Aerospace will hold no V2X shares; an entity affiliated with Vertex Aerospace will continue to beneficially own 375,420 shares, approximately 1.2% of outstanding common stock.

Positive

• Offering size: 2,004,569 shares priced at $74.35
• Expected close date: on or about May 11, 2026
• Underwriter: Morgan Stanley acting as sole underwriter

Negative

• No proceeds to V2X: the company will not receive any proceeds from the secondary offering
• Major holder exit: Vertex Aerospace will not own any V2X common stock after the offering
• Increased public float: 2,004,569 shares sold by a single holder will add supply to the market

News Market Reaction – VVX

-7.06% 3.4x vol

46 alerts

-7.06% Session close to close

-4.2% Trough in 23 hr 17 min

$2.36B Market Cap

3.4x Rel. Volume

In the May 8 session, VVX declined 7.06%, reflecting a notable negative market reaction. Argus tracked a trough of -4.2% from its starting point during tracking. Our momentum scanner triggered 46 alerts that day, indicating elevated trading interest and price volatility. Trading volume was very high at 3.4x the daily average, suggesting heavy selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -7.1% in the session following this news. A negative reaction despite V2X not issuin...

Analysis

The stock moved -7.1% in the session following this news. A negative reaction despite V2X not issuing new shares fits prior patterns, where secondary offerings historically averaged about -8.23% moves. The supply from selling holders and ongoing insider sales could have weighed on sentiment even as fundamentals remained strong. Past behavior shows these events often produced sharp, news-driven declines, so positioning and liquidity conditions around such headlines have been key drivers of short-term downside.

Key Figures

Secondary shares offered: 2,004,569 shares Offering price: $74.35 Remaining affiliated stake: 375,420 shares +5 more

8 metrics

Secondary shares offered 2,004,569 shares Shares of V2X common stock sold by Vertex Aerospace

Offering price $74.35 Price to the public for secondary offering

Remaining affiliated stake 375,420 shares Beneficially owned by an entity affiliated with Vertex Aerospace

Post-offering ownership 1.2% Approximate percentage of V2X outstanding common stock held by affiliate

Registration file number File No. 333-267223 Form S-3 registration statement referenced for this offering

Current price $75.40 VVX price before news, modestly above offering price

One-day move -1.48% Price change in the 24h window before this announcement

52-week range $43.42–$78.36 Positioned 3.78% below 52-week high pre-offering

Previous Offering Reports

5 past events · Latest: Nov 12 (Negative)

Same Type Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Nov 12	Secondary offering pricing	Negative	-1.6%	Vertex Aerospace sold 2.25M shares; V2X received no proceeds, modest drop.
Nov 12	Secondary pricing	Negative	-10.4%	Selling stockholder priced secondary at $61 with option for extra shares.
Nov 12	Proposed secondary	Negative	-10.4%	Announcement of 2.5M-share underwritten offering by selling stockholder.
Sep 04	Secondary pricing	Negative	-9.4%	Pricing of secondary at $48 with option for 300k extra shares.
Sep 04	Proposed secondary	Negative	-9.4%	Proposed 2M-share secondary by selling stockholder under existing registration.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Secondary offerings have consistently triggered negative reactions, with all recent events seeing single‑ to low‑double‑digit declines.

Recent Company History

Recent history shows V2X repeatedly processing secondary offerings by selling shareholders, often involving Vertex Aerospace and other holders. Prior transactions in 2024 and 2025 priced shares at $48.00–$61.00 with options for additional shares and no proceeds to V2X. These events typically produced negative one‑day moves between about -1.61% and -10.37%. Today’s announcement fits that pattern of liquidity events for legacy holders rather than new primary capital for the company.

Key Terms

secondary offering, underwritten offering, form s-3, registration statement, +4 more

8 terms

secondary offering financial

"shares of common stock in secondary offering by Vertex Aerospace"

A secondary offering is when a company sells new shares of its stock to the public after its initial sale. This allows existing shareholders or the company itself to raise additional money. For investors, it can impact the stock’s price by increasing the total number of shares available, which may influence the stock’s value and how the market perceives the company’s financial health.

View in glossary

underwritten offering financial

"pricing of the previously announced underwritten offering of 2,004,569 shares"

An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.

form s-3 regulatory

"A registration statement on Form S-3 (File No. 333-267223) relating to the shares"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

registration statement regulatory

"A registration statement on Form S-3 (File No. 333-267223) relating to the shares"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus regulatory

"the offering may only be made by means of the written prospectus contained therein"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

securities and exchange commission regulatory

"declared effective by the Securities and Exchange Commission (the "SEC")"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

edgar regulatory

"You may get these documents for free by visiting EDGAR on the SEC's website"

EDGAR is a system used by companies to share important financial and business information with the public. It functions like an online filing cabinet where investors can access official reports and documents that help them understand a company's financial health and operations. This transparency allows investors to make more informed decisions, much like checking a company's report card before investing.

sole underwriter financial

"Morgan Stanley is acting as the sole underwriter for the offering"

A sole underwriter is the single financial firm that agrees to buy an entire new offering of a company's shares or bonds from the company and then resell them to investors, taking on the responsibility and risk of placing the issue. For investors this matters because that one firm controls pricing, timing and marketing of the deal—like a single vendor launching a product—so its reputation and distribution ability influence how well the offering sells and the likely short‑term market reaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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RESTON, Va., May 7, 2026 /PRNewswire/ -- V2X, Inc. (NYSE:VVX) ("V2X"), a leading provider of global mission solutions, announced today the pricing of the previously announced underwritten offering of 2,004,569 shares of its common stock by Vertex Aerospace Holdco LLC ("Vertex Aerospace") at a price to the public of $74.35. V2X is not selling any shares of common stock in the offering, and V2X will not receive any proceeds from the offering by Vertex Aerospace. The offering is expected to close on or about May 11, 2026, subject to customary closing conditions.

Morgan Stanley is acting as the sole underwriter for the offering.

Following the offering, Vertex Aerospace will not own any shares of V2X common stock. An entity affiliated with Vertex Aerospace will, however, continue to beneficially own 375,420 shares, or approximately 1.2%, of V2X's outstanding common stock after giving effect to the offering.

A registration statement on Form S-3 (File No. 333-267223) relating to the shares of common stock of V2X to be sold in the offering was declared effective by the Securities and Exchange Commission (the "SEC") on September 12, 2022 and the offering may only be made by means of the written prospectus contained therein. Before you invest, you should read the prospectus in that registration statement and the other documents V2X has filed with the SEC for more complete information about V2X and this offering. You may get these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, Morgan Stanley will arrange to send you the prospectus if you request it by writing Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, and the Private Securities Litigation Reform Act of 1995 and, as such, may involve risks and uncertainties. All statements included in this press release, other than statements that are purely historical, are forward-looking statements. Forward-looking statements include statements about the offering, which generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "could," "potential," "continue" or similar terminology. These statements are based on the beliefs and assumptions of V2X's management based on information currently available to management. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements.

These risks and uncertainties include, but are not limited to: V2X's ability to submit proposals for and/or win all potential opportunities in its pipeline; V2X's ability to retain and renew its existing contracts; V2X's ability to compete with other companies in its market; security breaches, cyber-attacks or cyber intrusions, and other disruptions to V2X's information technology and operation; V2X's mix of cost-plus, cost-reimbursable, firm-fixed-price and time-and-materials contracts; maintaining V2X's reputation and relationship with the U.S. government; protests of new awards; economic, political and social conditions in the countries in which V2X conduct its businesses; changes in U.S. or international government defense budgets, including potential changes or uncertainty arising from the U.S. president and administration; government regulations and compliance therewith, including changes to the Department of War's procurement process; changes in technology; V2X's ability to protect its intellectual property rights; governmental investigations, reviews, audits and cost adjustments; contingencies related to actual or alleged environmental contamination, claims and concerns; delays in completion of the U.S. government budget; V2X's success in extending, deepening, and enhancing its technical capabilities; V2X's success in expanding its geographic footprint or broadening its customer base; V2X's ability to realize the full amounts reflected in its backlog; impairment of goodwill; misconduct of V2X's employees, subcontractors, agents, prime contractors and business partners; V2X's ability to control costs; V2X's level of indebtedness; terms of V2X's credit agreements; inflation and interest rate risk; geopolitical risk, including as a result of recent global hostilities and tariffs; V2X's suppliers' performance; economic and capital markets conditions; V2X's ability to maintain safe work sites and equipment; V2X's ability to retain and recruit qualified personnel; V2X's ability to maintain good relationships with its workforce and unions; V2X's teaming relationships with other contractors; changes in V2X's accounting estimates; the adequacy of V2X's insurance coverage; volatility in V2X's stock price; changes in V2X's tax provisions or exposure to additional income tax liabilities; risks and uncertainties relating to integrating and refining internal control systems, including enterprise resource planning and business systems; changes in generally accepted accounting principles; and other factors, including those described under the heading "Risk Factors" in V2X's Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended April 3, 2026, as filed with the SEC and in the prospectus related to the offering that V2X will file with the SEC. V2X undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

V2X, Inc.
Mike Smith
Vice President, Treasury, Corporate Development and Investor Relations
1-719-637-5773
IR@goV2X.com

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SOURCE V2X, Inc.

FAQ

What did V2X (VVX) announce about the Vertex Aerospace secondary offering on May 8, 2026?

V2X priced a Vertex Aerospace sale of 2,004,569 shares at $74.35 per share. According to the company, V2X is not selling shares and will not receive proceeds; the offering is expected to close on or about May 11, 2026.

Will V2X (VVX) receive any proceeds from the Vertex Aerospace offering?

No. According to the company, V2X will not receive any proceeds from the offering because Vertex Aerospace is the seller. The transaction is a secondary sale of existing shares, not a company share issuance.

How many V2X shares will Vertex Aerospace and its affiliate own after the offering?

Vertex Aerospace will own no V2X shares after the offering; an affiliated entity will hold 375,420 shares (~1.2%). According to the company, those share counts reflect ownership after giving effect to the offering.

Who is underwriting the Vertex Aerospace sale of V2X (VVX) shares and when will it close?

Morgan Stanley is acting as the sole underwriter for the offering. According to the company, the offering is expected to close on or about May 11, 2026, subject to customary closing conditions.

Where can investors find the prospectus for the V2X (VVX) secondary offering by Vertex Aerospace?

Investors can obtain the prospectus from the SEC EDGAR database or by requesting it from Morgan Stanley. According to the company, the offering may be made only by the prospectus in the declared effective Form S-3 registration statement.