Does V2X, Inc. receive any proceeds from this VVX share sale?

V2X will not receive any proceeds because it did not sell shares in the offering. All 2,004,569 shares were sold by the selling shareholder, so cash from the transaction goes to that holder rather than the company.

Major V2X (NYSE: VVX) holder exits in 2.0M-share stock offering

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

V2X, Inc. disclosed that it entered into an underwriting agreement with Vertex Aerospace Holdco LLC and Morgan Stanley & Co. LLC for a public secondary offering of 2,004,569 shares of V2X common stock. The transaction was conducted under an existing shelf registration statement and related prospectus supplement.

The company did not sell any shares and will not receive proceeds, as all shares were sold by the selling shareholder. After the offering, the selling shareholder no longer owns V2X common stock, while an affiliated entity continues to beneficially own 375,420 shares, described as approximately 1.2% of outstanding common stock.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Secondary shares sold: 2,004,569 shares Affiliate beneficial ownership: 375,420 shares Affiliate ownership percentage: approximately 1.2% +3 more

6 metrics

Secondary shares sold 2,004,569 shares Public offering by selling shareholder

Affiliate beneficial ownership 375,420 shares Beneficially owned after offering

Affiliate ownership percentage approximately 1.2% Of outstanding common stock after offering

Shelf registration file number 333-267223 Form S-3 used for offering

Underwriting agreement date May 7, 2026 Date agreement among V2X, Vertex Aerospace Holdco LLC and Morgan Stanley & Co. LLC

Offering closing date May 11, 2026 Date the secondary offering closed

Key Terms

underwriting agreement, shelf registration statement, prospectus supplement, Selling Shareholder, +1 more

5 terms

underwriting agreement financial

"V2X entered into an underwriting agreement with the Selling Shareholder and Morgan Stanley & Co. LLC."

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

shelf registration statement regulatory

"The offering was made pursuant to the Company’s shelf registration statement on Form S-3."

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"The offering used a related prospectus supplement dated May 7, 2026."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Selling Shareholder financial

"Vertex Aerospace Holdco LLC is described as the Selling Shareholder."

beneficially own financial

"An affiliated entity will continue to beneficially own 375,420 shares after the offering."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Understanding 8-K Material Events →

05/11/2026 - 04:05 PM

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): May 7, 2026

V2X, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Indiana

(State or Other Jurisdiction of Incorporation)

001-36341	38-3924636
(Commission	(IRS Employer
File Number)	Identification No.)

2100 Reston Parkway, Suite 300

Reston, VA 20191

(Address of Principal Executive Offices) (Zip Code)

(571) 481-2000

(Registrant's Telephone Number, Including Area Code)

Securities Registered Under Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share	VVX	New York Stock Exchange

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 (see General Instruction A.2. below):

¨	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))

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 8.01

Other Events.

On May 7, 2026, V2X, Inc. (“V2X” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), by and among the Company, Vertex Aerospace Holdco LLC (the “Selling Shareholder”), and Morgan Stanley & Co. LLC, as the sole underwriter (the “Underwriter”), relating to the public offering (the “Offering”) of 2,004,569 shares of common stock, par value $0.01 per share (“common stock”) . The Underwriting Agreement contains customary representations, warranties, covenants and indemnification obligations of the Company, the Selling Shareholder and the Underwriter, as well as termination and other customary provisions. The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-267223) that was declared effective under the Securities Act of 1933, as amended, by the Securities and Exchange Commission on September 12, 2022, and a related prospectus supplement dated May 7, 2026 (the “Prospectus”).

The Offering closed on May 11, 2026. The Company did not sell any securities in the Offering and will not receive any proceeds from the sale of the shares offered by the Selling Shareholder. Following the Offering, the Selling Shareholder will no longer own any shares of common stock. An entity affiliated with the Selling Stockholder will, however, continue to beneficially own 375,420 shares, or approximately 1.2%, of the Company’s outstanding common stock after giving effect to the Offering.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.

The Underwriting Agreement and the above descriptions have been included to provide investors and security holders with information regarding the terms of the Underwriting Agreement. They are not intended to provide any other factual information about the Company or its subsidiaries or affiliates or equity holders. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other as a way of allocating contractual risk between them that differ from those applicable to investors. Moreover, the subject matter of the representations and warranties is subject to more recent developments. Accordingly, investors should be aware that these representations, warranties and covenants or any description thereof alone may not describe the actual state of affairs of the Company or its subsidiaries, affiliates, businesses or equity holders as of the date they were made or at any other time.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

1.1		Underwriting Agreement, dated May 7, 2026, by and among V2X, Inc., Vertex Aerospace Holdco LLC and Morgan Stanley & Co. LLC, as underwriter
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	V2X, INC.

Dated: May 11, 2026	By:	/s/ Sarita B. Malakar
		Sarita B. Malakar
		Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did V2X, Inc. disclose in this Form 8-K filing?

V2X reported an underwriting agreement for a public secondary offering of 2,004,569 common shares. All shares were sold by a major existing holder, not the company, under a previously effective shelf registration and related prospectus supplement.

How many V2X (VVX) shares were sold in the secondary offering?

The filing states that 2,004,569 shares of V2X common stock were sold. These shares came entirely from Vertex Aerospace Holdco LLC as the selling shareholder, underwritten solely by Morgan Stanley & Co. LLC in a public offering.

What happens to the selling shareholder’s ownership in V2X after the deal?

According to the filing, the selling shareholder will no longer own any V2X common stock after the offering. However, an affiliated entity will continue to beneficially own 375,420 shares, described as about 1.2% of outstanding common stock.

Under what registration did V2X conduct this VVX secondary offering?

The offering used V2X’s shelf registration statement on Form S-3, identified as File No. 333-267223. It was paired with a prospectus supplement dated May 7, 2026, which together allowed the public resale of the selling shareholder’s shares.

Which firm underwrote the V2X (VVX) secondary stock offering?

Morgan Stanley & Co. LLC acted as the sole underwriter in the transaction. The underwriting agreement outlined customary representations, warranties, covenants, indemnification provisions, and termination rights among V2X, the selling shareholder, and the underwriter.

Filing Exhibits & Attachments

4 documents