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Dino M. Cusumano, a director of V2X, Inc. (VVX), filed a Form 4 reporting a sale of 2,000,000 shares of the issuer's common stock on 08/11/2025 at a reported price of $50 per share. The filing shows beneficial ownership following the reported transaction of 9,700,001 shares held indirectly by Vertex Aerospace Holdco LLC and 375,420 shares held indirectly by Lightship Capital LLC. Footnotes explain these holdings are held through a chain of private investment entities for which AIP GP is the general partner and disclose that the reporting person may be deemed to share voting and dispositive power, while disclaiming beneficial ownership except to the extent of a pecuniary interest. The Form 4 was signed by an attorney-in-fact on 08/13/2025.

Form 4 summary: Reporting persons affiliated with American Industrial Partners disclosed an insider sale of 2,000,000 shares of V2X, Inc. (VVX) with a reported price of $50 and a transaction date of 08/11/2025. The report shows 9,700,001 shares beneficially owned indirectly following the transaction and an additional 375,420 shares held indirectly as described in the filing.

The filing includes detailed footnotes that explain the ownership chain among several AIP-related entities, note that voting and dispositive actions require unanimous approval of the managing members of AIP GP, and state that Mr. Dino Cusumano may be deemed to share voting power while disclaiming beneficial ownership except to the extent of his pecuniary interest.

Amendment No. 6 updates the Schedule 13D for V2X, Inc. to reflect a registered secondary offering in which Vertex Aerospace Holdco LLC sold 2,000,000 shares of common stock to RBC Capital Markets at $50.00 per share, closing on August 11, 2025. The filing reports aggregate beneficial ownership of 10,167,286 shares composed of 9,700,001 shares held by Vertex Holdco, 375,420 shares held by Lightship Capital LLC and 91,865 shares subject to an irrevocable proxy. The percentage ownership figures are calculated using 31,509,821 shares outstanding after a disclosed repurchase of 200,000 shares on August 11, 2025.

The secondary sale reduced Vertex Holdco鈥檚 stake, which under the parties鈥� shareholders agreement triggers governance changes: two directors designated by Vertex Holdco are expected to resign effective August 14, 2025; Vertex Holdco will be limited to designating one director per board committee and will lose certain consent rights over material corporate actions. The amendment also incorporates by reference the Underwriting Agreement (filed as Exhibit 99.10) and notes a 45-day lock-up by Vertex Holdco from August 8, 2025.

V2X, Inc. entered into an underwriting agreement on August 8, 2025, for a public offering of 2,000,000 shares of common stock by Vertex Aerospace Holdco LLC (the Selling Shareholder). The offering was made under the company鈥檚 shelf registration and closed on August 11, 2025. The Company did not sell any shares in the offering and will not receive proceeds; instead, V2X purchased 200,000 shares from the underwriter at the same price paid in the offering.

After the closing, the Selling Shareholder and affiliates beneficially owned 10,167,286 shares, approximately 32.3% of outstanding common stock. For purposes of the existing Shareholders Agreement, the Selling Shareholder Parties owned 9,791,866 shares, about 31.1%, triggering governance changes: two directors designated by the Selling Shareholder must resign by the 2026 Annual Meeting; the Selling Shareholder may only designate one director per committee and no longer has consent rights over specified material actions with defined monetary and percentage thresholds.

V2X (VVX) is offering 2,000,000 shares of its common stock for resale by a selling shareholder; the company will not receive proceeds from that sale.

The underwriter agreed to buy the shares from the selling shareholder at $50.00 per share, producing aggregate proceeds of $100,000,000 to the selling shareholder. V2X has agreed to buy 200,000 of those shares from the underwriter at the same price (a $10.0 million repurchase), funded with cash on hand and approved by a disinterested special committee; the repurchase is conditioned on closing of the offering and may be subject to a 1% excise tax.

Outstanding shares were 31,709,821 before the transaction and will be 31,509,821 after the offering and repurchase. After the sale the selling shareholder will hold 10,167,286 shares (~32.3%). The filing discloses that the company’s independent auditor, RSM US LLP, concluded the company had not maintained effective internal control over financial reporting as of December 31, 2024.

Key points from V2X, Inc. (NYSE: VVX) Form 144 filing

• Proposed sale of 11,846 common shares through Merrill Lynch, aggregate market value $640,696.34.
• Total shares outstanding reported: 31,709,821; planned sale equals roughly 0.04% of outstanding stock.
• Expected sale date: 08 Aug 2025; exchange listed: NYSE.
• Stock to be sold originates from multiple stock-bonus grants received between 2020-2024, detailed for Kenneth W. Shreves.
• No other sales by the filer in the past three months were reported.

Form 144 is only a notice of intent; the transaction may or may not occur. Although the dollar amount is modest in relation to VVX鈥檚 market capitalization, investors often monitor insider sale filings for sentiment cues.