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Insider Sale: American Industrial Partners Disposes 2,000,000 VVX Shares

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Form 4 summary: Reporting persons affiliated with American Industrial Partners disclosed an insider sale of 2,000,000 shares of V2X, Inc. (VVX) with a reported price of $50 and a transaction date of 08/11/2025. The report shows 9,700,001 shares beneficially owned indirectly following the transaction and an additional 375,420 shares held indirectly as described in the filing.

The filing includes detailed footnotes that explain the ownership chain among several AIP-related entities, note that voting and dispositive actions require unanimous approval of the managing members of AIP GP, and state that Mr. Dino Cusumano may be deemed to share voting power while disclaiming beneficial ownership except to the extent of his pecuniary interest.

Positive

  • Clear disclosure of an insider disposition with specific share counts and price
  • Detailed footnotes explaining the ownership chain and voting/dispositive authority among AIP-related entities

Negative

  • Large disposition of 2,000,000 shares reported, which may affect perceptions of insider selling
  • Shared voting power by a board member is noted, which could raise governance or conflict-of-interest questions for investors

Insights

TL;DR: AIP-affiliated entities reported a recorded sale of 2,000,000 VVX shares at $50; ownership and control remain concentrated via indirect holdings.

The filing documents a direct disposition of 2,000,000 common shares on 08/11/2025 at a stated price of $50. After the reported transaction the filing lists 9,700,001 shares held indirectly by the reporting persons and an additional 375,420 shares held indirectly by Lightship Capital LLC. From a market-impact perspective, the disclosure is material only to the extent investors evaluate insider liquidity versus residual ownership, but the form does not include context on total outstanding shares or block size relative to float, so further market interpretation requires external data.

TL;DR: The filing clarifies an ownership chain and unanimous voting requirement; a board member may share voting power but disclaims beneficial ownership.

Footnotes describe a layered ownership structure linking Vertex Holdco, Vertex Funding, AIP Fund VI and related entities, and state that the general partner (AIP GP) requires unanimous managing member votes for actions regarding the shares. The filing also discloses that Mr. Dino Cusumano, a board member, "may be deemed to share voting and dispositive power" yet disclaims beneficial ownership except for pecuniary interest. Those details are important for assessing control, potential conflicts, and who actually directs voting on these shares.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
American Industrial Partners Capital Fund VI, L.P.

(Last) (First) (Middle)
C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
V2X, Inc. [ VVX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/11/2025 S 2,000,000 D $50 9,700,001 I See footnote(1)(3)(4)
Common Stock 375,420 I See footnote(2)(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
American Industrial Partners Capital Fund VI, L.P.

(Last) (First) (Middle)
C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AIPCF VI Vertex Aerospace Funding LP

(Last) (First) (Middle)
C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Vertex Aerospace Holdco LLC

(Last) (First) (Middle)
C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AIPCF VI, LLC

(Last) (First) (Middle)
C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Lightship Capital LLC

(Last) (First) (Middle)
C/O AIP 450 LEXINGTON AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These shares are held directly by Vertex Aerospace Holdco LLC ("Vertex Holdco"). AIPCF VI LLC ("AIP GP") is the general partner of American Industrial Partners Capital Fund VI, L.P. ("AIP Fund VI") and the managing member of AIP Vertex GP LLC, which is the general partner of AIPCF VI Vertex Aerospace Funding LP ("Vertex Funding"). Vertex Holdco is a direct, wholly owned subsidiary of Vertex Funding.
2. These shares are held directly by Lightship Capital LLC ("Lightship"). AIP GP is the general partner of AIPCF VI Credit Opportunity Fund, LP, which is the sole member of Lightship.
3. Any action by AIP GP with respect to these shares, including voting and dispositive decisions, requires a unanimous vote of the managing members of AIP GP. Mr. Dino Cusumano is a senior managing member of AIP GP and also serves as a member of the Board of Directors of the Issuer. Accordingly, Mr. Cusumano may be deemed to share voting and dispositive power with respect to the shares held by the Reporting Persons.
4. (Continued from Footnote 3) Mr. Cusumano disclaims beneficial ownership of the shares of common stock held by the Reporting Persons, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
/s/ Stan Edme, Managing Member and VP of AIPCF VI, LLC, general partner of American Industrial Partners Capital Fund VI, L.P. 08/13/2025
/s/ Stan Edme, Managing Member and VP of AIP Vertex GP LLC, general partner AIPCF VI Vertex Aerospace Funding LP 08/13/2025
/s/ Joel M. Rotroff, President of Vertex Aerospace Holdco LLC 08/13/2025
/s/ Stan Edme, Managing Member and VP of AIPCF VI, LLC 08/13/2025
/s/ Stan Edme, VP of Lightship Capital LLC 08/13/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did American Industrial Partners report on Form 4 for VVX?

The filing reports a disposition of 2,000,000 shares of VVX with transaction code S and a stated price of $50 on 08/11/2025.

How many VVX shares do the reporting persons beneficially own after the transaction?

The report lists 9,700,001 shares as beneficially owned indirectly following the reported transaction and an additional 375,420 shares held indirectly by Lightship Capital LLC.

Which entities are listed as reporting persons on the Form 4?

Reporting persons include American Industrial Partners Capital Fund VI, L.P., AIPCF VI Vertex Aerospace Funding LP, Vertex Aerospace Holdco LLC, AIPCF VI, LLC, and Lightship Capital LLC.

Does the filing describe how voting or dispositive power over the shares is exercised?

Yes. The filing states that actions with respect to these shares require a unanimous vote of the managing members of AIP GP, and that Mr. Dino Cusumano may be deemed to share voting and dispositive power, while disclaiming beneficial ownership except for pecuniary interest.

Does the Form 4 include derivative transactions?

No. Table II for derivative securities is present but contains no reported derivative transactions in this filing.
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