Form 4: Major Shareholder Reduces V2X Stake

American Industrial Partners Capital Fund VI, L.P. and related entities sold 2 million shares of V2X, Inc. common stock for $50 per share in a pre-planned transaction.

Summary

• American Industrial Partners Capital Fund VI, L.P. and related entities reported a sale of V2X, Inc. common stock.
• The transaction involved the disposition of 2,000,000 shares of common stock.
• The shares were sold at a price of $50 per share.
• The transaction date was August 11, 2025.
• Following the reported transaction, the reporting persons beneficially own 9,700,001 shares indirectly through Vertex Aerospace Holdco LLC and 375,420 shares indirectly through Lightship Capital LLC.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.
• Mr. Dino Cusumano, a senior managing member of AIP GP and a V2X director, disclaims beneficial ownership except for his pecuniary interest.

Sentiment

Score: 4

Explanation: The disposition of a substantial block of shares by a significant institutional investor and 10% owner, while executed under a Rule 10b5-1 plan, typically indicates a reduction in their long-term commitment or a portfolio rebalancing, which can be viewed cautiously by the market.

Positives

• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-arranged sale rather than a reaction to new, non-public information.
• The sale price of $50 per share represents a specific valuation for the disposed shares.

Negatives

• A significant disposition of 2,000,000 shares by a major 10% owner and director-affiliated entity could be perceived negatively by the market, signaling a reduction in conviction or a move to rebalance portfolios.

Future Outlook

NA

Management Comments

• Mr. Dino Cusumano is a senior managing member of AIP GP and also serves as a member of the Board of Directors of the Issuer. Accordingly, Mr. Cusumano may be deemed to share voting and dispositive power with respect to the shares held by the Reporting Persons.
• Mr. Cusumano disclaims beneficial ownership of the shares of common stock held by the Reporting Persons, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

Industry Context

NA

Related Party Transactions

• The transaction involves American Industrial Partners Capital Fund VI, L.P. and its affiliated entities (AIPCF VI Vertex Aerospace Funding LP, Vertex Aerospace Holdco LLC, AIPCF VI, LLC, Lightship Capital LLC) as reporting persons, who are 10% owners and have director representation on V2X, Inc.'s board. This constitutes a transaction by a related party.

Stakeholder Impact

• Shareholders: May interpret the sale as a negative signal, potentially leading to downward pressure on the stock price due to reduced institutional ownership and perceived lack of confidence from a major investor.
• Management: The sale by a director-affiliated entity might prompt questions from other investors regarding the company's strategic direction or valuation.

Key Dates

Recommendation

While the sale of 2,000,000 shares by a major 10% owner and director-affiliated entity is a notable event, its execution under a Rule 10b5-1 plan suggests it was pre-scheduled and not necessarily driven by new, adverse information. Investors should monitor the stock for any immediate market reaction but avoid an immediate 'sell' recommendation without further context on the fund's overall strategy or V2X's fundamentals. A 'hold' allows for observation of market sentiment and company performance post-transaction.

Keywords

V2X, VVX, SEC Form 4, insider sale, share disposition, American Industrial Partners, 10% owner, Rule 10b5-1, institutional investor