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V2X (VVX) Form 4 Discloses 2M-Share Sale and Indirect Holdings

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

Rhea-AI Filing Summary

Dino M. Cusumano, a director of V2X, Inc. (VVX), filed a Form 4 reporting a sale of 2,000,000 shares of the issuer's common stock on 08/11/2025 at a reported price of $50 per share. The filing shows beneficial ownership following the reported transaction of 9,700,001 shares held indirectly by Vertex Aerospace Holdco LLC and 375,420 shares held indirectly by Lightship Capital LLC. Footnotes explain these holdings are held through a chain of private investment entities for which AIP GP is the general partner and disclose that the reporting person may be deemed to share voting and dispositive power, while disclaiming beneficial ownership except to the extent of a pecuniary interest. The Form 4 was signed by an attorney-in-fact on 08/13/2025.

Positive

  • Timely disclosure of an insider transaction (sale of 2,000,000 shares on 08/11/2025)
  • Clear attribution of indirect holdings with explanatory footnotes describing the ownership chain and voting arrangements
  • Formal signature filed by an attorney-in-fact on 08/13/2025, indicating procedural completeness

Negative

  • Large insider sale of 2,000,000 shares, which may be perceived negatively by some investors
  • Complex ownership structure through multiple affiliated entities could complicate assessment of actual control and economic interest

Insights

TL;DR: Insider sale of 2,000,000 shares disclosed; significant indirect holdings remain, suggesting continued exposure through affiliated entities.

The Form 4 documents a substantial sale by a reporting person who is also a director, with the transaction executed on 08/11/2025 at a reported price of $50 per share. Post-transaction indirect holdings of 9,700,001 and 375,420 shares are explicitly disclosed and tied to affiliated investment vehicles. The filing includes clear ownership-chain footnotes and a disclaimer of direct beneficial ownership except for pecuniary interest. For investors, the filing provides transparent disclosure of both the disposition and the complex ownership structure, but it does not state any reason for the sale.

TL;DR: Disclosure meets Form 4 requirements and clarifies indirect holdings and voting arrangements via investment vehicles.

The submission identifies the reporting person as a senior managing member of AIP GP and a member of the Issuer's board, and it details how shares are held through Vertex Holdco and Lightship with corresponding footnotes. The filing explicitly states the requirement for unanimous votes within AIP GP to act on these shares and contains a formal disclaimer of beneficial ownership except for pecuniary interest. The document is procedurally complete, including an attorney-in-fact signature dated 08/13/2025, and provides material governance context without additional commentary.

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*
Cusumano Dino M

(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)
X Director 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)
X Form filed by One Reporting Person
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
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"), 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. The Reporting Person is a senior managing member of AIP GP and also serves as a member of the Board of Directors of the Issuer. Accordingly, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by Vertex Holdco and Lightship.
4. (Continued from Footnote 3) The Reporting Person disclaims beneficial ownership of the shares of common stock held by Vertex Holdco and Lightship, 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/ Stanley Edme, Attorney-in-Fact 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 did the Form 4 for VVX report?

The Form 4 reports that Dino M. Cusumano, a director, sold 2,000,000 shares on 08/11/2025 at a reported price of $50 per share.

How many shares does the filing show as beneficially owned after the transaction?

The filing shows 9,700,001 shares held indirectly by Vertex Aerospace Holdco LLC and 375,420 shares held indirectly by Lightship Capital LLC following the reported transaction.

What affiliation ties the reported holdings to the reporting person?

Footnotes state AIP GP is the general partner of the relevant funds and the reporting person is a senior managing member of AIP GP and a board member of the issuer, which may imply shared voting/dispositive power.

Did the reporting person claim direct beneficial ownership of the shares held by affiliated entities?

The reporting person expressly disclaims beneficial ownership of the shares held by Vertex Holdco and Lightship except to the extent of any pecuniary interest.

Who signed the Form 4 and when?

The Form 4 was signed by Stanley Edme, Attorney-in-Fact on 08/13/2025.
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