[SCHEDULE 13D/A] V2X, Inc. SEC Filing

Rhea-AI Filing Summary

Amendment No. 7 to the Schedule 13D for V2X, Inc. updates beneficial ownership and discloses a Rule 144 sale. On September 11, 2025 Vertex Holdco sold 1,700,000 shares at $52.203 per share via Rule 144, reducing its percentage ownership. Under the V2X Shareholders Agreement this reduction triggers the obligation for one director designated by Vertex Holdco to resign no later than the 2026 Annual Meeting; Vertex Holdco expects one of its designated directors to tender a resignation prior to that meeting. The Reporting Persons collectively may beneficially own 8,467,286 shares, representing 26.9% for AIPCF VI, LLC and 25.7% for other affiliated filers based on 31,509,821 shares outstanding as of August 11, 2025, after a 200,000-share repurchase. Aside from the August secondary offering and the September Rule 144 sale, no transactions occurred in the prior 60 days.

Positive

• Transparent disclosure of the Rule 144 sale, price per share ($52.203) and resulting governance consequences
• Aggregate beneficial ownership updated with clear share counts and percentage basis (31,509,821 shares outstanding post-repurchase)

Negative

• Reduction in ownership following the 1,700,000-share sale which triggers the resignation of a Vertex Holdco-designated director
• Potential governance uncertainty because the filing does not identify which director will resign or how board composition will change

Insights

Financial Analyst

TL;DR: A disclosed secondary sale reduced ownership modestly; reporting is routine and transparent with limited immediate financial effect.

The September 2025 Rule 144 sale of 1.7 million shares at $52.203 each reduces Vertex Holdco's stake and leads to a governance change under the shareholders agreement. The filing restates aggregated beneficial ownership across affiliated entities and clarifies share counts after a recent 200,000-share repurchase. Financially, the sale appears to be a liquidity event by an affiliate, not an operational report; the filing contains no earnings or new financing details. Impact on control is measurable but not eliminating substantial influence given remaining ~25–27% combined holdings.

Corporate Governance Expert

TL;DR: Governance consequence is material: reduced ownership triggers a designated director resignation, altering board representation.

The required resignation of one Vertex Holdco-designated director is a material governance outcome disclosed here. While the reporting persons continue to hold a significant stake, the forced board seat change could affect council composition and strategic influence tied to the shareholders agreement. The filing appropriately discloses the causative transaction and anticipated timing of the resignation but does not specify which director will resign, leaving uncertainty about continuity of representation and any attendant board committee assignments.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

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)

09/11/2025

(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).

SCHEDULE 13D

CUSIP No. 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 8,091,866.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,000,001.00

11

Aggregate amount beneficially owned by each reporting person

8,091,866.00

12

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

13

Percent of class represented by amount in Row (11)

25.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 8, 10 and 11. Includes 8,000,001 shares owned directly by Vertex Aerospace Holdco LLC ("Vertex Holdco") and indirectly by American Industrial Partners Capital Fund VI, L.P. ("AIP Fund VI") and AIPCF VI Vertex Aerospace Funding LP ("Vertex Funding"). Row 8 and 11. Includes 91,865 shares over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters. See Item 6 of the Original Schedule 13D. Row 13. Based on 31,509,821 shares of Common Stock outstanding as of August 11, 2025.

SCHEDULE 13D

CUSIP No. 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 8,091,866.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,000,001.00

11

Aggregate amount beneficially owned by each reporting person

8,091,866.00

12

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

13

Percent of class represented by amount in Row (11)

25.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 8, 10 and 11. Includes 8,000,001 shares owned directly by Vertex Holdco and indirectly by AIP Fund VI and Vertex Funding. Row 8 and 11. Includes 91,865 shares over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters. See Item 6 of the Original Schedule 13D. Row 13. Based on 31,509,821 shares of Common Stock outstanding as of August 11, 2025.

SCHEDULE 13D

CUSIP No. 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 8,091,866.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,000,001.00

11

Aggregate amount beneficially owned by each reporting person

8,091,866.00

12

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

13

Percent of class represented by amount in Row (11)

25.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 8 and 11. Includes 91,865 shares over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters. See Item 6 of the Original Schedule 13D. Row 13. Based on 31,509,821 shares of Common Stock outstanding as of August 11, 2025.

SCHEDULE 13D

CUSIP No. 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 8,467,286.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,375,421.00

11

Aggregate amount beneficially owned by each reporting person

8,467,286.00

12

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

13

Percent of class represented by amount in Row (11)

26.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 8, 10 and 11. Includes (i) 8,000,001 shares owned directly by Vertex Holdco and indirectly by AIP Fund VI and Vertex Funding, and (ii) 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 8 and 11. Includes 91,865 shares over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters. See Item 6 of the Original Schedule 13D. Row 13. Based on 31,509,821 shares of Common Stock outstanding as of August 11, 2025.

SCHEDULE 13D

CUSIP No. 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 31,509,821 shares of Common Stock outstanding as of August 11, 2025.

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. 7 to the statement on beneficial ownership on Schedule 13D (this "Amendment No. 7") amends and supplements the information set forth in the Statement on Schedule 13D filed by the Reporting Persons with the SEC on July 15, 2022, as amended by Amendment No. 1 thereto filed by the Reporting Person with the SEC on September 15, 2022, Amendment No. 2 thereto filed by the Reporting Person with the SEC on September 10, 2024, Amendment No. 3 thereto filed by the Reporting Person with the SEC on September 16, 2024, Amendment No. 4 thereto filed by the Reporting Person with the SEC on November 18, 2024, Amendment No. 5 thereto filed by the Reporting Person with the SEC on May 21, 2025 and Amendment No. 6 thereto filed by the Reporting Person with the SEC on August 13, 2025 (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. 7 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 as by adding the following immediately prior to last paragraph thereof: On September 11, 2025, Vertex Holdco sold, pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), 1,700,000 shares of Common Stock at a price of $52.203 per share (the "September 2025 Rule 144 Sale). As a result of the reduced percentage ownership of Vertex Holdco and certain of its affiliates resulting from the September 2025 Rule 144 Sale and in accordance with the terms of the V2X Shareholders Agreement, one director designated by Vertex Holdco is obligated to resign from the Board of Directors of the Issuer effective no later than the Issuer's 2026 Annual Meeting of Shareholders. As a result, Vertex Holdco expects to cause one of its designated directors to tender a resignation prior to such date.
Item 5.	Interest in Securities of the Issuer
(a)	Paragraphs (a), (b) and (c) 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. 7 are incorporated herein by reference. The Reporting Persons may be deemed to beneficially own an aggregate of 8,467,286 shares of Common Stock. This amount consists of: (i) 8,000,001 shares of Common Stock held directly by Vertex Holdco and indirectly by AIP Fund VI and Vertex Funding; (ii) 375,420 shares of Common Stock held directly by Lightship; and (iii) 91,865 shares of Common Stock over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters (described further in Item 6 of the Original Schedule 13D, under the header "Shareholders Agreement"). 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 8,467,286 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 31,509,821 shares of Common Stock issued and outstanding as of August 11, 2025, after the Company's completion of a repurchase of 200,000 shares of Common Stock on August 11, 2025 as disclosed in the Issuer's preliminary prospectus supplement filed with the SEC on August 11, 2025 pursuant to Rule 424(b)(5) under the Securities Act.
(b)	See Item 5(a).
(c)	Except for the August 2025 Secondary Offering and the September 2025 Rule 144 Sale, none of the Reporting Persons have effected any transaction in the Common Stock during the past 60 days.

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:	09/15/2025

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:	09/15/2025

Vertex Aerospace Holdco LLC

Signature:	/s/ Joel M. Rotroff
Name/Title:	Joel M. Rotroff, President
Date:	09/15/2025

AIPCF VI, LLC

Signature:	/s/ Stan Edme
Name/Title:	Stan Edme, Managing Member and VP
Date:	09/15/2025

Lightship Capital LLC

Signature:	/s/ Stan Edme
Name/Title:	Stan Edme, VP
Date:	09/15/2025

FAQ

What did the Schedule 13D/A filed for V2X (VVX) disclose about recent share sales?

The filing discloses that Vertex Holdco sold 1,700,000 shares on September 11, 2025 under Rule 144 at $52.203 per share.

How many shares do the reporting persons beneficially own after this amendment?

The Reporting Persons may be deemed to beneficially own an aggregate of 8,467,286 shares of Common Stock in total.

What percent of V2X does that ownership represent?

Percentages disclosed include 26.9% for AIPCF VI, LLC and 25.7% for the other affiliated filers, based on 31,509,821 shares outstanding as of August 11, 2025.

Does the amendment indicate any board changes at V2X (VVX)?

Yes. Because of the reduced ownership from the September 2025 sale and the V2X Shareholders Agreement, one director designated by Vertex Holdco is required to resign

Were there any other transactions reported recently by the reporting persons?

Aside from the August 2025 secondary offering and the September 2025 Rule 144 sale, the filing states no transactions in the Common Stock occurred during the past 60 days by the Reporting Persons.