SCHEDULE: AIP Group Trims V2X Stake, Sells 1.2M Shares

American Industrial Partners and its affiliates reduced their beneficial ownership in V2X, Inc. by selling 1.2 million shares of common stock for $66.06 million.

Summary

• Vertex Aerospace Holdco LLC, an entity controlled by American Industrial Partners (AIP) affiliates, sold 1,200,000 shares of V2X, Inc. common stock.
• The sale occurred on December 12, 2025, at a price of $55.05 per share, totaling approximately $66,060,000.
• Following the transaction, the Reporting Persons (AIP Fund VI, Vertex Funding, Vertex Holdco, AIP GP, and Lightship Capital LLC) beneficially own an aggregate of 5,017,286 shares of V2X Common Stock.
• This aggregate ownership represents 16.1% of V2X's outstanding common stock, calculated based on 31,168,081 shares outstanding as of September 26, 2025, after V2X's share repurchase on November 13, 2025.
• Specifically, Vertex Holdco, AIP Fund VI, and Vertex Funding collectively hold 4,641,866 shares (14.9%), which includes 91,865 shares subject to an irrevocable proxy.
• Lightship Capital LLC directly holds 375,420 shares, representing 1.2% of the outstanding common stock.
• AIPCF VI, LLC (AIP GP) is deemed to indirectly beneficially own all 5,017,286 shares due to its control over the other reporting entities.
• No other transactions in V2X Common Stock were effected by the Reporting Persons during the past 60 days, except for the November 2025 Secondary Offering (which refers to this sale).

Sentiment

Score: 4

Explanation: The sentiment is moderately negative as a significant institutional investor has reduced its stake in the company. While it could be for portfolio rebalancing, a large sale often signals a less bullish outlook from the selling party, which can weigh on investor confidence.

Negatives

• A significant institutional investor group, American Industrial Partners, reduced its stake in V2X, Inc. by selling 1.2 million shares, which could be interpreted by the market as a lack of conviction or a portfolio rebalancing away from the company.

Future Outlook

The filing does not provide any forward-looking statements or guidance from V2X, Inc. or the Reporting Persons regarding the company's future performance or strategic direction. It solely details a change in beneficial ownership.

Industry Context

This transaction reflects a portfolio adjustment by a significant institutional investor group in the government services and defense contracting sector. While the filing does not provide reasons for the sale, such a reduction in a major stake could be interpreted by the market as a strategic re-evaluation by the investor, potentially signaling a shift in their outlook on V2X or the broader industry, or simply a move to realize gains or rebalance their portfolio. It does not directly comment on broader industry trends but is a data point for investor sentiment within the sector.

Stakeholder Impact

• Shareholders: The sale of a large block of shares by a significant investor could put downward pressure on V2X's stock price due to increased supply and potential negative market sentiment. Existing shareholders might see a decrease in the value of their holdings.
• Investors: Potential investors may view this divestment as a signal of reduced confidence from a major institutional holder, influencing their investment decisions.

Key Dates

Recommendation

The filing indicates a significant reduction in beneficial ownership by a major institutional investor group. While this is a notable event, it does not provide sufficient information to warrant a strong 'buy' or 'sell' recommendation without further context on the investor's rationale or V2X's current fundamentals and future prospects. The sale could be a portfolio rebalancing or a strategic shift by the investor, rather than a direct commentary on V2X's intrinsic value. Therefore, a 'hold' recommendation is appropriate, advising investors to monitor V2X's performance and any further disclosures, and to await more comprehensive analysis before making significant changes to their positions.

Keywords

V2X Inc, American Industrial Partners, Schedule 13D, Beneficial Ownership, Share Sale, Institutional Investor, Common Stock, Equity Transaction, Rule 144