V2X SEC Filings

V2X, Inc. filed a Form 3 reporting statement for one of its officers. The reporting person is identified as the company’s Chief Accounting Officer (CAO) and is filing individually. The event date that triggered this initial ownership report is December 5, 2025. According to the remarks section, the filer states that no securities are beneficially owned, meaning this officer reports holding no V2X, Inc. stock or derivative securities as of that date. The form is signed on behalf of the reporting person by an attorney-in-fact under a power of attorney.

V2X, Inc. (VVX) reported a major insider sale by a director-level insider. On 11/13/2025, the reporting person disposed of 2,250,000 shares of common stock at a price of $ 55 per share, according to a Form 4 filing. After this transaction, the individual is reported to beneficially own 5,750,001 shares of common stock indirectly through Vertex Aerospace Holdco LLC and 375,420 shares indirectly through Lightship Capital LLC.

The filing explains that these entities are affiliated with American Industrial Partners Capital Fund VI structures and that any action by AIPCF VI LLC regarding these shares requires a unanimous vote of its managing members. The reporting person is a senior managing member of AIPCF VI LLC and also served as a member of the V2X board until his resignation on November 13, 2025. He disclaims beneficial ownership of the shares held by Vertex Holdco and Lightship, except to the extent of his pecuniary interest.

V2X, Inc. (VVX) reported a significant insider sale of common stock by a director-affiliated investment group. On 11/13/2025, the reporting persons sold 2,250,000 shares of V2X common stock at a price of $55 per share, as shown in Table I of the filing. After this transaction, they continued to beneficially own 5,750,001 shares held indirectly through Vertex Aerospace Holdco LLC and an additional 375,420 shares held indirectly through Lightship Capital LLC.

The filing explains that these entities are controlled through American Industrial Partners investment vehicles, and that any voting or dispositive decisions by AIPCF VI LLC require a unanimous vote of its managing members. Each managing member disclaims beneficial ownership of the reported shares beyond his pecuniary interest.

V2X, Inc. (VVX)6,217,286 shares of V2X common stock, representing 19.9% of the outstanding shares, based on 31,168,081 shares outstanding as of November 13, 2025.

As part of a registered secondary public offering, Vertex Aerospace Holdco LLC agreed to sell 2,250,000 shares of V2X common stock to RBC Capital Markets at $55.00 per share. The company separately completed a repurchase of 363,638 shares on the same date, which is reflected in the share count used for the ownership calculation.

Vertex Holdco entered into a 45‑day lock-up agreement restricting additional share sales after November 12, 2025. Because of their reduced ownership and under the shareholders agreement, Vertex Holdco’s remaining two designated directors resigned from the V2X board and its committees. The reporting holders state they intend to be passive investors and focus on seeking liquidity for their remaining shares, without pursuing broader corporate changes.

V2X, Inc. reported governance and capital changes tied to a shareholder secondary sale. Vertex Aerospace Holdco LLC sold 2.25 million shares in an underwritten offering, and the Company repurchased 363,638 of those shares from the underwriter at the same price paid to the selling holder. V2X did not sell any securities and will not receive proceeds from the sale.

Following the offering, the selling shareholder and affiliates beneficially own 6,217,286 shares, or about 19.9% of outstanding stock. For purposes of the shareholders agreement, their ownership stood at 5,841,866 shares, or 18.7%, which triggered the agreement’s automatic termination. As a result, the selling shareholder lost board and committee designation rights. Two designees—Dino M. Cusumano and Joel M. Rotroff—resigned, and the Board size was reduced from 9 to 7, effective November 13, 2025.

V2X, Inc. filed a prospectus supplement for a secondary offering of 2,250,000 shares of common stock by a selling shareholder. The company is not selling shares and will not receive proceeds. The underwriter agreed to purchase the shares at $55.00 per share, resulting in $123.75 million of aggregate proceeds to the selling shareholder.

V2X agreed to repurchase 363,638 shares from the underwriter at the same price per share, contingent on the closing of the offering and funded with cash on hand. Shares outstanding were 31,531,719 as of September 26, 2025 and are expected to be 31,168,081 after the offering and repurchase. The last reported NYSE price was $56.41.

Upon closing, the Shareholders Agreement will terminate, and the selling shareholder’s remaining designated directors will resign. Investment funds affiliated with American Industrial Partners are expected to beneficially own approximately 19.9% afterward. A 45‑day lock-up applies to the company and the selling shareholder, subject to customary exceptions. RBC Capital Markets is the sole book‑running manager.

V2X, Inc. appointed Daniel G. Demases as Chief Accounting Officer, effective December 5, 2025, replacing William B. Noon. On November 6, 2025, the company entered into an offer letter detailing his compensation and benefits.

The package includes a base salary of $335,500 and eligibility for an annual cash incentive with a 45% target and 90% maximum of base salary, based on company and individual performance. For calendar 2026, he will be recommended for a long‑term incentive target valued at $180,000, split 50% time‑vesting RSUs and 50% performance stock units. He will be covered under the V2X Senior Executive Severance Pay Plan and continue to participate in company benefits and paid time off.

V2X, Inc. furnished a Current Report on Form 8-K to provide investors with a press release containing financial information for the third quarter of 2025 and guidance for fiscal 2025.

The press release, dated November 3, 2025 and attached as Exhibit 99.1, is incorporated by reference. The company noted this information is furnished under Item 2.02 and is not deemed filed under the Exchange Act.

V2X, Inc. reported Q3 2025 results with revenue of $1,167.1 million, up from $1,081.7 million a year ago. Operating income rose to $55.7 million from $49.9 million, and net income increased to $24.6 million. Diluted EPS was $0.77 versus $0.47 in the prior year quarter.

Growth was driven by program ramp-ups, with U.S. revenue up 13.2% and Europe up 19.2%, partially offset by small declines in the Middle East and Asia. Interest expense fell to $20.0 million from $27.2 million, aided by $0.7 million of swap gains. Year to date, operating cash flow was a use of $27.5 million, reflecting timing in receivables and working capital; cash ended at $182.3 million.

The balance sheet shows long-term debt of $1,089.3 million and short-term debt of $14.9 million; the company had $475.9 million revolver availability and $24.1 million in outstanding letters of credit. Remaining performance obligations were $3.48 billion, and total backlog was $11.57 billion, with funded backlog of $2.28 billion. Management noted the ongoing U.S. federal government shutdown and said funded work continues, while a prolonged shutdown could materially affect bookings, backlog, and cash flows.