SCHEDULE 13D/A: Major Shareholder Reduces Stake in V2X Inc. Through Secondary Offering

Vertex Aerospace Holdco LLC, a key reporting person, has sold 2 million shares of V2X, Inc. common stock in a secondary public offering, reducing its beneficial ownership.

Summary

• This document is Amendment No. 5 to the Schedule 13D filing for V2X, Inc., updating beneficial ownership information.
• On May 15, 2025, Vertex Aerospace Holdco LLC, a reporting person, entered into an underwriting agreement to sell 2,000,000 shares of V2X Common Stock in a registered secondary public offering.
• The shares were sold at a price of $48.3868 per share, with the sale closing on May 19, 2025.
• RBC Capital Markets, LLC acted as representatives for the underwriters in the offering.
• The underwriters also received a 30-day option to purchase up to an additional 300,000 shares on the same terms.
• In connection with the offering, Vertex Holdco agreed to a 60-day lock-up period, restricting further sales of Common Stock until July 18, 2025.
• Following the offering, the aggregate beneficial ownership of the reporting persons (led by AIPCF VI, LLC) is 12,167,286 shares, representing 38.4% of V2X's outstanding Common Stock.
• Vertex Holdco's direct and indirect beneficial ownership, including shares with proxy voting rights, stands at 11,791,866 shares, representing 37.2% of the outstanding shares.
• The total number of V2X Common Stock shares outstanding as of April 29, 2025, was 31,684,495.

Sentiment

Score: 6

Explanation: The document reports a planned secondary offering by a major shareholder, which is a neutral event in itself. While it provides liquidity for the seller, it could introduce some short-term selling pressure on the stock. The lock-up period provides some stability post-offering.

Positives

• The secondary offering can increase the public float and liquidity of V2X, Inc. common stock.
• The transaction provides significant capital to the selling shareholder, Vertex Aerospace Holdco LLC.

Negatives

• The sale of a large block of shares by a significant shareholder could potentially create downward pressure on the stock price due to increased supply.
• The exercise of the over-allotment option by underwriters could further increase the supply of shares in the market.

Future Outlook

The underwriters have a 30-day option to purchase up to an additional 300,000 shares of Common Stock. Vertex Aerospace Holdco LLC is subject to a 60-day lock-up agreement, preventing further sales of Common Stock until approximately July 18, 2025.

Industry Context

This filing reflects a significant shareholder's decision to reduce its stake in V2X, Inc. through a secondary offering. Such transactions are common for private equity firms or large institutional investors as part of their portfolio management or exit strategies, and do not necessarily reflect broader industry trends or V2X's operational performance.

Stakeholder Impact

• Shareholders: The increased public float may improve liquidity, but the large block sale could create short-term selling pressure. The lock-up agreement provides a temporary floor against further sales from this specific shareholder.
• Selling Shareholder (Vertex Aerospace Holdco LLC): Realized significant capital from the sale of shares.

Next Steps

• Underwriters may exercise their 30-day option to purchase up to an additional 300,000 shares of Common Stock.
• The 60-day lock-up period for Vertex Aerospace Holdco LLC will expire around July 18, 2025, after which they may be able to sell additional shares.

Key Dates

Keywords

V2X Inc., Schedule 13D, Secondary Offering, Beneficial Ownership, Vertex Aerospace Holdco LLC, American Industrial Partners, Stock Sale, Lock-up Agreement, Public Float, Shareholder Activity