V2X, Inc. (VVX) sponsor trims position after 2.0M-share secondary sale

Rhea-AI Filing Summary

V2X, Inc.’s former major shareholder group affiliated with American Industrial Partners has significantly reduced its ownership. Through Vertex Holdco, the group sold 2,004,569 shares of common stock in a May 2026 registered secondary public offering at $73.91 per share to Morgan Stanley.

After this sale, the reporting persons collectively beneficially own 375,420 shares, or 1.2% of V2X’s common stock, held directly by Lightship Capital LLC and indirectly by AIPCF VI, LLC as general partner. As of May 11, 2026, they ceased to be beneficial owners of more than five percent of V2X’s common stock.

Insights

Equity ownership and governance analyst

Large sponsor sells down V2X stake, remains small minority holder.

The filing shows entities affiliated with American Industrial Partners sold 2,004,569 V2X shares via a secondary offering at $73.91 per share. This transaction removed all shares previously held by Vertex Holdco, a key selling shareholder in the deal.

Post-transaction, the group reports beneficial ownership of 375,420 shares, or 1.2% of V2X’s common stock, based on 31,310,209 shares outstanding as of April 3, 2026. That is a major step-down from a prior >5% position and formally ends their status as a significant beneficial owner.

The change is primarily about shareholder base composition rather than operations. Future company disclosures may clarify whether new long-term holders emerged from the May 2026 secondary offering and how this affects V2X’s governance dynamics.

Key Figures

Secondary shares sold: 2,004,569 shares Secondary offering price: $73.91 per share Post-transaction holdings: 375,420 shares +3 more

6 metrics

Secondary shares sold 2,004,569 shares May 2026 secondary public offering by Vertex Holdco

Secondary offering price $73.91 per share Price paid by Morgan Stanley in May 2026 offering

Post-transaction holdings 375,420 shares Shares of V2X common stock beneficially owned by reporting persons

Ownership percentage 1.2% of common stock Based on 31,310,209 shares outstanding as of April 3, 2026

Shares outstanding 31,310,209 shares V2X common stock outstanding as of April 3, 2026

Ceased >5% ownership date May 11, 2026 Date reporting persons fell below 5% beneficial ownership

Key Terms

Schedule 13D, beneficially own, secondary public offering, underwriting agreement, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 11 to the statement on beneficial ownership on (this "Amendment No. 11") amends and supplements the information set forth in the Statement on filed by the Reporting Persons"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own financial

"The Reporting Persons may be deemed to beneficially own an aggregate of 375,420 shares of Common Stock."

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.

secondary public offering financial

"In connection with a registered secondary public offering (the "May 2026 Secondary Offering") of Common Stock of the Issuer"

A secondary public offering is when a company sells additional shares to the public after its initial sale, often to raise more money or allow early investors to cash out. For investors, it can impact the stock's price by increasing the number of shares available, potentially making the stock more or less valuable depending on demand.

underwriting agreement financial

"Vertex Holdco entered into an underwriting agreement date May 7, 2026 (the "May 2026 Underwriting Agreement") with the Issuer 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.

Rule 424(b)(5) regulatory

"as disclosed in the Issuer's prospectus supplement filed on May 11, 2026 pursuant to Rule 424(b)(5) under the Securities Act."

selling shareholder financial

"Underwriting Agreement, dated May 7, 2026, by and among the Issuer, Morgan Stanley & Co. LLC and Vertex Holdco, as the selling shareholder"

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Accepted by SEC EDGAR 05/13/2026 - 04:01 PM Learn about SEC filing dates

FAQ

What change in ownership of V2X, Inc. (VVX) does this Schedule 13D/A report?

The amendment reports that entities affiliated with American Industrial Partners reduced their V2X stake. After recent transactions, they now beneficially own 375,420 shares, or 1.2% of common stock, ending their status as beneficial owners of more than five percent.

How many V2X shares did Vertex Holdco sell in the May 2026 secondary offering?

Vertex Holdco sold 2,004,569 V2X common shares in the May 2026 secondary public offering. These shares were sold to Morgan Stanley & Co. LLC under an underwriting agreement dated May 7, 2026, at a price of $73.91 per share.

At what price were V2X, Inc. shares sold in the May 2026 secondary offering?

The shares were sold at $73.91 per share. Vertex Holdco agreed to sell 2,004,569 V2X common shares to Morgan Stanley & Co. LLC at this price under the May 2026 underwriting agreement, and the transaction closed on May 11, 2026.

What is the current beneficial ownership percentage of the reporting persons in V2X (VVX)?

The reporting persons beneficially own 1.2% of V2X’s common stock. This corresponds to 375,420 shares held directly by Lightship Capital LLC and indirectly by AIPCF VI, LLC, based on 31,310,209 shares outstanding as of April 3, 2026.

When did the reporting persons cease to be more than 5% owners of V2X, Inc.?

They ceased to be beneficial owners of more than five percent of V2X’s common stock on May 11, 2026. That date coincides with the closing of the May 2026 secondary offering in which Vertex Holdco sold 2,004,569 shares.

How many V2X shares were outstanding when the 1.2% stake was calculated?

The 1.2% ownership figure is based on 31,310,209 V2X common shares outstanding. This share count is taken from the company’s prospectus supplement, which stated the amount outstanding as of April 3, 2026 under Rule 424(b)(5).

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

V2X, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

92242T101

(CUSIP Number)

Joel M. Rotroff
450 Lexington Avenue, 40th Floor,
New York, NY, 10017
(212) 627-2360

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 92242T101

1

Name of reporting person

American Industrial Partners Capital Fund VI, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13. Based on 31,310,209 shares of Common Stock outstanding as of April 3, 2026, as disclosed in the Issuer's prospectus supplement filed on May 11, 2026 pursuant to Rule 424(b)(5) under the Securities Act.

SCHEDULE 13D

CUSIP Number(s): 92242T101

1

Name of reporting person

AIPCF VI Vertex Aerospace Funding LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 13. Based on 31,310,209 shares of Common Stock outstanding as of April 3, 2026, as disclosed in the Issuer's prospectus supplement filed on May 11, 2026 pursuant to Rule 424(b)(5) under the Securities Act.

SCHEDULE 13D

CUSIP Number(s): 92242T101

1

Name of reporting person

Vertex Aerospace Holdco LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 13. Based on 31,310,209 shares of Common Stock outstanding as of April 3, 2026, as disclosed in the Issuer's prospectus supplement filed on May 11, 2026 pursuant to Rule 424(b)(5) under the Securities Act.

SCHEDULE 13D

CUSIP Number(s): 92242T101

1

Name of reporting person

AIPCF VI, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 375,420.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 375,420.00

11

Aggregate amount beneficially owned by each reporting person

375,420.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 8, 10 and 11. Includes 375,420 shares owned directly by Lightship Capital LLC ("Lightship"). As described in Item 2 herein, each of AIP Fund VI, Vertex Funding, Vertex Holdco and Lightship are under common control of AIPCF VI, LLC ("AIP GP" and, together with AIP Fund VI, Vertex Funding, Vertex Holdco and Lightship, the "Reporting Persons"). Row 13. Based on 31,310,209 shares of Common Stock outstanding as of April 3, 2026, as disclosed in the Issuer's prospectus supplement filed on May 11, 2026 pursuant to Rule 424(b)(5) under the Securities Act.

SCHEDULE 13D

CUSIP Number(s): 92242T101

1

Name of reporting person

Lightship Capital LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 375,420.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 375,420.00

11

Aggregate amount beneficially owned by each reporting person

375,420.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 13. Based on 31,310,209 shares of Common Stock outstanding as of April 3, 2026, as disclosed in the Issuer's prospectus supplement filed on May 11, 2026 pursuant to Rule 424(b)(5) under the Securities Act.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: V2X, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1875 Campus Commons Drive, Suite 305, Reston, VIRGINIA , 20191.
Item 1 Comment: Explanatory Note This Amendment No. 11 to the statement on beneficial ownership on Schedule 13D (this "Amendment No. 11") amends and supplements the information set forth in the Statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on July 15, 2022, as amended by Amendment No. 1 thereto filed by the Reporting Persons with the SEC on September 15, 2022, Amendment No. 2 thereto filed by the Reporting Persons with the SEC on September 10, 2024, Amendment No. 3 thereto filed by the Reporting Persons with the SEC on September 16, 2024, Amendment No. 4 thereto filed by the Reporting Persons with the SEC on November 18, 2024, Amendment No. 5 thereto filed by the Reporting Persons with the SEC on May 21, 2025, Amendment No. 6 thereto filed by the Reporting Persons with the SEC on August 13, 2025, Amendment No. 7 thereto filed by the Reporting Persons with the SEC on September 15, 2025, Amendment No. 8 thereto filed by the Reporting Persons with the SEC on November 17, 2025, Amendment No. 9 thereto filed by the Reporting Persons with the SEC on December 15, 2025, and Amendment No. 10 thereto filed by the Reporting Persons with the SEC on March 16, 2026 (collectively, the "Original Schedule 13D"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported in the Original Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following immediately prior to the last paragraph thereof: In connection with a registered secondary public offering (the "May 2026 Secondary Offering") of Common Stock of the Issuer, Vertex Holdco entered into an underwriting agreement date May 7, 2026 (the "May 2026 Underwriting Agreement") with the Issuer and Morgan Stanley & Co. LLC ("Morgan Stanley"). Pursuant to the May 2026 Underwriting Agreement, Vertex Holdco agreed to sell to Morgan Stanley, and Morgan Stanley agreed to purchase from Vertex Holdco, subject to and upon the terms and conditions set forth therein, 2,004,569 shares of Common Stock at a price of $73.91 per share. The sale of the 2,004,569 shares in the May 2026 Secondary Offering closed on May 11, 2026. The 2,004,569 shares of Common Stock sold by Vertex Holdco in the May 2026 Secondary Offering represented all of the shares of Common Stock of the Issuer owned by Vertex Holdco. The foregoing description of the May 2026 Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the May 2026 Underwriting Agreement, which is filed as Exhibit 99.10 hereto.
Item 5.	Interest in Securities of the Issuer
(a)	Paragraphs (a) and (b) of Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows: The responses of the Reporting Persons to Rows (7) through (11), and (13) of the cover pages of this Amendment No. 11 are incorporated herein by reference. The Reporting Persons may be deemed to beneficially own an aggregate of 375,420 shares of Common Stock. This amount consists of 375,420 shares of Common Stock held directly by Lightship. In its capacity as the general partner of each of AIP Fund VI and Credit Opportunity Fund, AIP GP may be deemed to indirectly beneficially own all 375,420 shares of Common Stock reported herein. The aggregate percentage of shares of Common Stock reported as beneficially owned by the Reporting Persons was calculated based on 31,310,209 shares of Common Stock issued and outstanding as of April 3, 2026, as disclosed in the Issuer's prospectus supplement filed with the SEC on May 11, 2026 pursuant to Rule 424(b)(5) under the Securities Act.
(b)	See Item 5(a).
(c)	Except for the sale of 2,004,569 shares of Common Stock in the May 2026 Secondary Offering pursuant to the May 2026 Underwriting Agreement, none of the Reporting Persons have effected any transaction in the Common Stock during the past 60 days.
(d)	N/A
(e)	On May 11, 2026 the Reporting Persons ceased to be the beneficial owner of more than five percent of the Issuer's Common Stock.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Schedule 13D is hereby amended and supplemented to add the following at the end thereof: The description of the May 2026 Underwriting Agreement included in Item 4 above is incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following after Exhibit No. 99.11: 99.12 Underwriting Agreement, dated May 7, 2026, by and among the Issuer, Morgan Stanley & Co. LLC and Vertex Holdco, as the selling shareholder (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 11, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

American Industrial Partners Capital Fund VI, L.P.

Signature:	By: AIPCF VI, LLC, its general partner By: /s/ Stan Edme
Name/Title:	Stan Edme, Managing Member and VP
Date:	05/12/2026

AIPCF VI Vertex Aerospace Funding LP

Signature:	By: AIP Vertex GP LLC, its general partner By: /s/ Stan Edme
Name/Title:	Stan Edme, Managing Member and VP
Date:	05/12/2026

Vertex Aerospace Holdco LLC

Signature:	/s/ Joel M. Rotroff
Name/Title:	Joel M. Rotroff, President
Date:	05/12/2026

AIPCF VI, LLC

Signature:	/s/ Stan Edme
Name/Title:	Stan Edme, Managing Member and VP
Date:	05/12/2026

Lightship Capital LLC

Signature:	/s/ Stan Edme
Name/Title:	Stan Edme, VP
Date:	05/12/2026