Vertex Aerospace's Parent Company, V2X, Sells 2 Million Shares Without Company Involvement.

V2X has announced the sale of 2 million shares of its common stock by Vertex Aerospace Holdco. The company is not involved in the sale and will not receive any proceeds. The offering is expected to close in August.

V2X, Inc. (NYSE:VVX), a leading provider of global mission solutions, has announced the sale of 2.0 million shares of its common stock by Vertex Aerospace Holdco LLC. The company, however, will not be involved in the sale and will not receive any proceeds from the transaction. The offering, which is expected to close on or about August 11, 2025, subject to customary closing conditions, is being underwritten by RBC Capital Markets.

V2X has agreed to repurchase 200,000 shares of its common stock from the underwriter at a price equal to the amount paid to Vertex Aerospace by RBC Capital Markets. The repurchase will be funded using cash on hand. Following the offering, Vertex Aerospace will continue to beneficially own approximately 32.3% of V2X's outstanding common stock.

In accordance with the Shareholders Agreement among V2X, Vertex Aerospace, and certain affiliates of Vertex Aerospace, two directors designated by Vertex Aerospace will be obligated to resign from the Board of Directors of V2X effective no later than V2X's 2026 Annual Meeting of Shareholders. Additionally, Vertex Aerospace will only be able to designate one director to serve on each committee of the Board of Directors of V2X and will no longer have consent rights over certain material corporate actions of V2X, including issuances of capital stock, repurchases of capital stock, acquisitions by and dispositions of V2X assets, and amendments to the organizational documents of V2X.

The offering is subject to a registration statement on Form S-3 (File No. 333-267223) declared effective by the Securities and Exchange Commission (SEC) on September 12, 2022. Investors are advised to review the prospectus in the registration statement and other documents filed with the SEC for more complete information about V2X and the offering. The documents can be obtained for free by visiting EDGAR on the SEC's website at www.sec.gov or by requesting them from RBC Capital Markets.

This press release contains forward-looking statements, which involve risks and uncertainties. These statements are based on the beliefs and assumptions of V2X's management and may not reflect actual results. Investors should review the risks and uncertainties described in the press release and in V2X's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC.

References:
[1] https://www.morningstar.com/news/pr-newswire/20250808la47163/v2x-inc-announces-sale-of-20-million-shares-of-common-stock-in-secondary-offering-by-vertex-aerospace