SCHEDULE: V2X Investor Group Sells 2.25M Shares, Directors Resign

An investor group led by American Industrial Partners Capital Fund VI, L.P. sold 2.25 million shares of V2X, Inc. common stock at $55.00 per share, leading to director resignations and a shift to passive investment.

Summary

• American Industrial Partners Capital Fund VI, L.P. and its affiliates (the "Reporting Persons") filed Amendment No. 8 to their Schedule 13D, detailing a significant reduction in their beneficial ownership of V2X, Inc. common stock.
• On November 13, 2025, Vertex Aerospace Holdco LLC ("Vertex Holdco"), a Reporting Person, sold 2,250,000 shares of V2X Common Stock in a registered secondary public offering at a price of $55.00 per share.
• Following the secondary offering, Vertex Holdco entered into a lock-up agreement, restricting further sales of Common Stock for 45 days after November 12, 2025.
• As a result of the reduced ownership, Vertex Holdco's two designated directors tendered their resignations from the V2X Board of Directors and all committees thereof, effective November 13, 2025, or no later than the Issuer's 2026 Annual Meeting of Shareholders.
• The Reporting Persons now beneficially own an aggregate of 6,217,286 shares of Common Stock, representing 19.9% of the class, based on 31,168,081 shares outstanding as of November 13, 2025.
• The 31,168,081 shares outstanding figure reflects the Issuer's repurchase of 363,638 shares of Common Stock on November 13, 2025.
• The Reporting Persons intend to pursue further liquidity opportunities for their remaining shares and plan to be passive investors in V2X, refraining from substantive communications with the company or other stockholders, except for disposition transactions.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While a large investor selling shares and reducing board representation can be seen negatively, it also removes a potential overhang and increases the public float. The company's concurrent share repurchase provides some balance.

Positives

• The secondary offering increases the public float of V2X shares, potentially improving liquidity for other investors.
• The reduction in a large institutional holder's stake and their shift to passive investment may reduce perceived overhang and influence on the company's strategic direction.

Negatives

• A significant sale by a major investor could be interpreted as a lack of conviction in the company's future prospects.
• The stated intent of the Reporting Persons to pursue further liquidity for their remaining shares suggests potential future selling pressure on the stock.

Risks

• The Reporting Persons' intention to pursue liquidity for their remaining shares could lead to additional sales in the open market, block trades, or other transactions, potentially creating downward pressure on the stock price.
• The absence of a specific timeline for the disposal of shares means the market may face uncertainty regarding future supply.

Future Outlook

The Reporting Persons intend to continue pursuing opportunities to achieve liquidity for their remaining shares of Common Stock, which may involve sales in the open market, block trades, underwritten public offerings, or privately negotiated transactions. They plan to be passive investors in V2X, refraining from substantive communications with the company or other stockholders, except in connection with disposition transactions. There is no specific timeline for the disposal of some or all of the remaining shares.

Management Comments

• Vertex Holdco entered into an underwriting agreement with V2X, Inc. and RBC Capital Markets, LLC to sell 2,250,000 shares of Common Stock at $55.00 per share.
• Vertex Holdco entered into a lock-up agreement, agreeing not to offer, sell, contract to sell, pledge, or otherwise dispose of any shares of Common Stock for 45 days after November 12, 2025.
• Vertex Holdco's remaining two designated directors tendered their resignations from the Board of Directors and all committees thereof, effective November 13, 2025, or no later than the Issuer's 2026 Annual Meeting of Shareholders.
• The Reporting Persons intend to continue to pursue opportunities to achieve liquidity for the remaining shares of Common Stock held by them.
• 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, other than in connection with pursuing any sales or other disposition transactions.

Industry Context

This filing reflects a private equity firm's (American Industrial Partners) ongoing strategy to monetize its investment in a publicly traded company, V2X, Inc., which operates in the government services and defense contracting sector. Such divestitures are common as private equity funds reach the end of their investment horizons, shifting from active ownership to a more passive, liquidating stance.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The secondary offering increases the public float, potentially improving liquidity. However, the stated intent of the Reporting Persons to sell more shares in the future could create selling pressure. The reduction in a major shareholder's board representation may shift governance dynamics.
• Company: The company will operate with reduced direct influence from American Industrial Partners on its board, potentially impacting strategic direction and governance.

Next Steps

• Reporting Persons will continue to pursue opportunities to achieve liquidity for their remaining shares of Common Stock.
• Reporting Persons will act as passive investors in V2X, Inc.
• The lock-up period for Vertex Holdco expires 45 days after November 12, 2025.

Key Dates

Recommendation

The filing details a significant secondary offering by a major investor group, American Industrial Partners, reducing their stake in V2X, Inc. and leading to the resignation of their designated directors. While this increases the public float and potentially reduces overhang, the stated intent of the Reporting Persons to pursue further liquidity for their remaining shares introduces potential future selling pressure. The company's concurrent share repurchase partially offsets this, but the overall impact on the stock price is likely to be neutral to slightly negative in the short term due to the large sale and shift to passive investment by a former influential shareholder. Therefore, a 'hold' recommendation is appropriate until the market absorbs this change in ownership structure and the company's operational performance provides clearer direction.

Keywords

V2X Inc., Schedule 13D, secondary offering, share sale, beneficial ownership, American Industrial Partners, Vertex Holdco, director resignation, passive investment, stock repurchase, equity market