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

Rhea-AI Filing Summary

V2X, Inc. (VVX) received an updated ownership disclosure from funds affiliated with American Industrial Partners in this Schedule 13D amendment. The reporting group, led by AIPCF VI, LLC, reports beneficial ownership of 6,217,286 shares of V2X common stock, representing 19.9% of the outstanding shares, based on 31,168,081 shares outstanding as of November 13, 2025.

As part of a registered secondary public offering, Vertex Aerospace Holdco LLC agreed to sell 2,250,000 shares of V2X common stock to RBC Capital Markets at $55.00 per share. The company separately completed a repurchase of 363,638 shares on the same date, which is reflected in the share count used for the ownership calculation.

Vertex Holdco entered into a 45‑day lock-up agreement restricting additional share sales after November 12, 2025. Because of their reduced ownership and under the shareholders agreement, Vertex Holdco’s remaining two designated directors resigned from the V2X board and its committees. The reporting holders state they intend to be passive investors and focus on seeking liquidity for their remaining shares, without pursuing broader corporate changes.

Insights

Governance & Ownership Structure Analyst

Large sponsor holder trims stake, exits board, signals passive stance.

Funds affiliated with American Industrial Partners report beneficial ownership of 6,217,286 V2X shares, or 19.9% of the company’s common stock, calculated on November 13, 2025 with 31,168,081 shares outstanding. This consolidates direct holdings at Vertex Holdco and Lightship plus shares subject to an irrevocable voting proxy.

Vertex Holdco sold 2,250,000 shares at $55.00 per share in a registered secondary offering underwritten by RBC Capital Markets. The filing also notes the company’s repurchase of 363,638 shares on November 13, 2025, which reduces the public share count used to compute ownership percentages. Vertex Holdco accepted a 45-day lock-up on additional dispositions after November 12, 2025, temporarily limiting further sales.

Governance-wise, the reduced ownership triggered an obligation under the shareholders agreement for Vertex Holdco’s remaining two designated directors to resign, and they have now stepped down from the board and all committees. The reporting group states an intention to act as passive investors and to focus on achieving liquidity for remaining shares via open-market sales, block trades, underwritten offerings, or private transactions, with no current plans for corporate actions under Item 4(a)–(j). The overall impact is a shift from an actively represented sponsor to a sizable but passive shareholder.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

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)

11/13/2025

(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 5,841,866.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,750,001.00

11

Aggregate amount beneficially owned by each reporting person

5,841,866.00

12

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

13

Percent of class represented by amount in Row (11)

18.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 8, 10 and 11. Includes 5,750,001 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 31,168,081 shares of Common Stock outstanding as of September 26, 2025 (after giving effect to the Issuer's share repurchase on November 13, 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 5,841,866.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,750,001.00

11

Aggregate amount beneficially owned by each reporting person

5,841,866.00

12

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

13

Percent of class represented by amount in Row (11)

18.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 8, 10 and 11. Includes 5,750,001 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 31,168,081 shares of Common Stock outstanding as of September 26, 2025 (after giving effect to the Issuer's share repurchase on November 13, 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 5,841,866.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,750,001.00

11

Aggregate amount beneficially owned by each reporting person

5,841,866.00

12

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

13

Percent of class represented by amount in Row (11)

18.7 %

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 31,168,081 shares of Common Stock outstanding as of September 26, 2025 (after giving effect to the Issuer's share repurchase on November 13, 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 6,217,286.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,125,421.00

11

Aggregate amount beneficially owned by each reporting person

6,217,286.00

12

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

13

Percent of class represented by amount in Row (11)

19.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row 8, 10 and 11. Includes (i) 5,750,001 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 31,168,081 shares of Common Stock outstanding as of September 26, 2025 (after giving effect to the Issuer's share repurchase on November 13, 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 31,168,081 shares of Common Stock outstanding as of September 26, 2025 (after giving effect to the Issuer's share repurchase on November 13, 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. 8 to the statement on beneficial ownership on Schedule 13D (this "Amendment No. 8") 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, Amendment No. 6 thereto filed by the Reporting Person with the SEC on August 13, 2025 and Amendment No. 7 thereto filed by the Reporting Person with the SEC on September 15, 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. 8 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 restated in its entirety to read as set forth below: As previously disclosed in this Statement, the Reporting Persons acquired shares of the Issuer's Common Stock on July 5, 2022 in connection with the closing the previously disclosed merger transactions. Since that date through November 12, 2025, the Reporting Persons have sold shares of the Issuer's Common Stock in transactions previously described in various amendments to this Statement. On November 13, 2025, in connection with a registered secondary public offering (the "November 2025 Secondary Offering") of Common Stock of the Issuer, Vertex Holdco entered into an underwriting agreement (the "November 2025 Underwriting Agreement") with the Issuer and RBC Capital Markets, LLC ("RBC"). Pursuant to the November 2025 Underwriting Agreement, Vertex Holdco agreed to sell to RBC, and RBC agreed to purchase from Vertex Holdco, subject to and upon the terms and conditions set forth therein, 2,250,000 shares of Common Stock at a price of $55.00 per share. In connection with the November 2025 Secondary Offering, Vertex Holdco entered into a lock-up agreement (the "November 2025 Lock-up Agreement") with RBC. Under the November 2025 Lock-up Agreement, Vertex Holdco agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge or otherwise dispose of any shares of Common Stock for 45 days after November 12, 2025. As a result of the Reporting Person's reduced ownership of the Issuer's Common Stock resulting from the November 2025 Secondary Offering and in accordance with the terms of the Shareholders Agreement, both remaining directors designated by Vertex Holdco were obligated to resign from the Board of Directors of the Issuer effective no later than the Issuer's 2026 Annual Meeting of Shareholders. On November 13, 2025, Vertex Holdco's remaining two designated directors tendered their resignations from the Board of Directors, and all committees thereof, of the Issuer. The Reporting Persons intend to continue to pursue opportunities, subject to market conditions and other factors, to achieve liquidity for the remaining shares of Common Stock held by the Reporting Persons, and accordingly may effect sales in the open market, block trades, underwritten public offerings, privately negotiated transactions or other transactions. The Reporting Persons intend to be passive investors in the Company, and plan to refrain from any substantive communications with the Company, its representatives or other stockholders of the Company other than in connection with pursuing any sales or other disposition transactions of shares of Common Stock held by the Reporting Persons. However, there is no specific timeline for the Reporting Persons to dispose of some or all of the shares of Common Stock held by them and, as a result, may continue to hold some or all of the shares of Common Stock for an indefinite period of time. With the exception of the intended pursuit of liquidity as described above, the Reporting Persons have no plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing descriptions of the November 2025 Underwriting Agreement and November 2025 Lock-up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the November 2025 Underwriting Agreement, which includes the form of the November 2025 Lock-up Agreement as an exhibit, and which is filed as Exhibit 99.11 hereto.
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 6,217,286 shares of Common Stock. This amount consists of: (i) 5,750,001 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 6,217,286 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 31,168,081 shares of Common Stock issued and outstanding as of November 13, 2025, after the Company's completion of a repurchase of 363,638 shares of Common Stock on November 13, 2025 as disclosed in the Issuer's preliminary prospectus supplement filed with the SEC on November 13, 2025 pursuant to Rule 424(b)(5) under the Securities Act.
(b)	See Item 5(a).
(c)	None of the Reporting Persons have effected any transaction in the Common Stock during the past 60 days.
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 November 2025 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. 99.10: 99.11 Underwriting Agreement, dated November 12, 2025, by and among the Issuer, RBC Capital Markets, 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 November 13, 2025).

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:	11/17/2025

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:	11/17/2025

Vertex Aerospace Holdco LLC

Signature:	/s/ Joel M. Rotroff
Name/Title:	Joel M. Rotroff, President
Date:	11/17/2025

AIPCF VI, LLC

Signature:	/s/ Stan Edme
Name/Title:	Stan Edme, Managing Member and VP
Date:	11/17/2025

Lightship Capital LLC

Signature:	/s/ Stan Edme
Name/Title:	Stan Edme, VP
Date:	11/17/2025

FAQ

How many V2X (VVX) shares do the American Industrial Partners-affiliated funds now beneficially own?

The reporting group led by AIPCF VI, LLC reports beneficial ownership of 6,217,286 shares of V2X common stock, representing 19.9% of the company’s outstanding shares as of November 13, 2025.

What transaction did Vertex Aerospace Holdco LLC complete with V2X (VVX) shares?

In a registered secondary public offering, Vertex Aerospace Holdco LLC agreed to sell 2,250,000 shares of V2X common stock to RBC Capital Markets, LLC at a price of $55.00 per share, subject to the terms of an underwriting agreement.

What is the current ownership percentage of the American Industrial Partners group in V2X (VVX)?

Based on 31,168,081 shares of V2X common stock outstanding as of November 13, 2025, after a company repurchase, the reporting persons state that their 6,217,286 shares represent 19.9% of the class.

Did V2X (VVX) undertake a share repurchase in connection with this update?

Yes. The ownership percentages are calculated using 31,168,081 shares outstanding as of November 13, 2025, which reflects the company’s completion of a repurchase of 363,638 shares of common stock on that date.

What governance changes at V2X (VVX) are disclosed in this Schedule 13D/A amendment?

Because of reduced ownership and terms of the shareholders agreement, Vertex Holdco’s remaining two designated directors tendered their resignations from the V2X board of directors and all board committees, effective following the November 13, 2025 events.

What is the lock-up agreement affecting Vertex Aerospace Holdco LLC’s V2X (VVX) shares?

Vertex Holdco entered into a lock-up agreement with RBC under which, subject to certain exceptions, it agreed not to offer, sell, pledge or otherwise dispose of V2X common stock for 45 days after November 12, 2025.

How do the reporting persons describe their future role and intentions regarding V2X (VVX)?

The reporting persons state they intend to be passive investors, focusing on pursuing liquidity for their remaining V2X shares through methods such as open-market sales, block trades, underwritten offerings, or privately negotiated transactions, and that they have no current plans for the actions listed in Item 4(a)–(j).