#United States #Reston #stock offering #V2X #Vertex Aerospace

V2X, Inc. Announces Sale of 2.25 Million Shares

On November 12, 2025, V2X, Inc. (NYSE: VVX), a prominent provider of global mission solutions, shed light on its significant move in the financial market with the announcement of a secondary offering comprising 2.25 million shares of common stock, executed by Vertex Aerospace Holdco LLC. It's key to note that V2X itself is not offloading any of its shares in this arrangement, nor will it benefit financially from the proceeds of the transaction with Vertex Aerospace.

The transaction is set to conclude on or around November 13, 2025, pending customary closing conditions. RBC Capital Markets has taken the role of sole underwriter for this offering. The brokerage firm will facilitate sales of the common stock through various methods, including direct sales to buyers, agent transactions, or negotiations with brokers in the stock market, particularly on the New York Stock Exchange. The pricing structure for these shares may undergo adjustments, reflecting either changing market conditions or negotiated terms.

Following the conclusion of the offering, V2X has committed to acquiring 363,638 shares of its common stock from the underwriter at a price equivalent to what they are offering the shares to Vertex Aerospace. The funding for this acquisition will come from V2X's existing cash reserves, showcasing the company's intent to increase its stake in its own operations.

Once the offering and share repurchase are completed, Vertex Aerospace will maintain ownership of 6,217,286 shares, translating to approximately 19.9% of V2X's total outstanding common stock. It's essential to mention that this transaction marks a pivotal transition in the relationship between V2X and Vertex Aerospace. The existing Shareholders Agreement which granted Vertex Aerospace certain rights, including director nominations and board committee appointments, will automatically end upon the closure of this offering. Consequently, directors affiliated with Vertex Aerospace are expected to resign, leading to shifts in V2X's governance structure.

A registration statement on Form S-3 related to the shares intended for sale in this offering was validated by the Securities and Exchange Commission (SEC) on September 12, 2022. Potential investors are advised to go through the prospectus included in that registration statement for a comprehensive understanding of V2X and its offerings, available at the SEC website.

Cautionary Information

This statement contains forward-looking insights as defined under the securities laws. These insights could involve potential risks and uncertainties that may lead actual results to differ significantly from those anticipated. Statements concerning the anticipated outcomes of this offering, changes in rights for Vertex Aerospace concerning the Shareholders Agreement, and V2X's intentions regarding the repurchase of its shares reflect the management's insights based on current knowledge.

Noteworthy risks include V2X's capacity to secure future contracts, economic conditions impacting business opportunities, competitive dynamics, potential cybersecurity threats, changes in procurement processes, and fluctuating defense budgets escalated by political acts. Other factors impacting future performance may stem from regulatory compliance challenges, capability expansion efforts, and event-driven risks such as geopolitical instabilities and variable market conditions.

V2X maintains the obligation to inform stakeholders about any evolutions regarding forward-looking insights as necessitated by law. Shareholders and potential investors are encouraged to stay updated through V2X’s official channels for ongoing information and developments.

For additional inquiries, V2X has provided the contact information for its Vice President of Treasury, Corporate Development, and Investor Relations, Mike Smith, at 1-719-637-5773 or via email at [email protected].