UNITED ~~STATES SECURITIES~~ STATESSECURITIES AND EXCHANGE ~~COMMISSION Washington~~COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT ~~REPORT Pursuant~~REPORTPursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~November~~ 12January 7, ~~2025~~2026

V2X, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Indiana

(State or Other Jurisdiction of Incorporation)


001-36341			38-3924636
(Commission			(IRS Employer
File Number)			Identification No.)

~~1875~~2100 ~~Campus~~Reston ~~Commons Drive~~Parkway, Suite ~~305~~300

Reston, VA 20191

(Address of Principal Executive Offices) (Zip Code)

(571) 481-2000

(Registrant's Telephone Number, Including Area Code)

Securities Registered Under Section 12(b) of the Act:

Title of each class	~~Trading symbol(s)~~	~~Name of each exchange on which registered~~	Tradingsymbol(s)			Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share	~~VVX~~	~~New York Stock Exchange~~	VVX			New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):


¨			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Resignations~~On January 7, 2026, the Board of ~~Dino~~Directors M(the “Board”) of V2X, Inc. ~~Cusumano~~(the “Company”), upon recommendation by the Nominating and ~~Joel~~Governance MCommittee of the Board, elected to increase the size of the Board from 7 members to 10 members and appointed Nicole B. ~~Rotroff~~Theophilus, Gerard A. Fasano and Ross S. Niebergall, effective immediately, as ~~Members~~ new members of the Board to serve as a Class I, Class II and Class III Director, respectively, or until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. In addition, the Board appointed Ms. Theophilus as a member of ~~Directors~~the Compensation and Human Capital Committee, appointed Mr. Fasano as a member of the Audit Committee, and appointed Mr. Niebergall to replace Mr. Widman as a member of the Nominating and Governance Committee.

~~In connection~~Ms. ~~with~~Theophilus, ~~the~~age ~~sale~~55, ofcurrently ~~shares~~serves ofas ~~common~~Executive ~~stock,~~Vice ~~par~~President ~~value~~and ~~$0.01~~Chief ~~per~~Administrative ~~share~~Officer ~~(“common stock”)~~ of ~~V2X, Inc.~~Wabtec Corporation (“~~V2X~~Wabtec” or) ~~the~~(NYSE: ~~“Company”~~WAB), bya ~~Vertex~~global ~~Aerospace~~provider ~~Holdco~~of ~~LLC~~equipment, ~~(the~~systems, ~~“Selling~~digital ~~Shareholder”)~~solutions onand ~~November 13,~~value-added ~~2025~~services, ~~and~~since ~~pursuant to~~July ~~that~~2024. ~~certain~~Ms. ~~Shareholders~~Theophilus ~~Agreement~~also (serves as a director of the ~~“Shareholders~~Wabtec ~~Agreement”)~~Foundation, ~~dated~~the ~~July 5,~~philanthropic ~~2022,~~impact byarm ~~and~~of ~~among~~Wabtec. ~~the~~She ~~Company, the~~previously ~~Selling~~served ~~Shareholder~~as Wabtec’s Executive Vice President and ~~other~~Chief ~~parties~~Human ~~thereto,~~Resources ~~each~~Officer offrom ~~the~~August ~~remaining~~2020 ~~two~~to ~~directors~~March ~~designated~~2024. byShe was also the ~~Selling~~Executive ~~Shareholder~~Vice ~~was~~President ~~obligated~~ and Chief Human Resources for West Corporation from April 2016 to ~~tender~~February ~~his~~2018 ~~resignation~~and for ConAgra Foods from November 2009 to August 2015. Ms. Theophilus serves as a Chair of the Board and member of ~~Directors~~Budget and Compensation Committee of ~~V2X~~Midwest ~~(the~~Housing ~~“Board~~Equity Inc. since 2019 and serves as a board member of ~~Directors”~~Pittsburgh orSymphony ~~the~~Orchestra ~~“Board”)~~since ~~effective upon~~2022 ~~the~~and ~~closing~~of Leadership Pittsburgh since 2025. Ms. Theophilus has a Bachelor’s degree and a Master of ~~the~~Business ~~Offering~~Administration ~~(as~~from ~~defined~~Drake ~~below)~~University and a juris doctor from University of Nebraska College of Law.

OnMr. ~~November 13~~Fasano, ~~2025~~age 60, ~~Dino~~ Mserved as Executive Vice President, Chief Growth Officer of Leidos Holdings, Inc. ~~Cusumano~~(“Leidos”) (NYSE: LDOS), a technology, engineering, and ~~Joel~~consulting Mcompany, from January 2024 to April 2025. ~~Rotroff~~Previously, ~~tendered~~he ~~their~~served ~~resignations~~as President for Leidos’ Defense Group from ~~their~~October ~~positions~~2018 onto ~~the~~January ~~Company’s~~2024. ~~Board~~Mr. ofFasano ~~Directors~~also served as aChief ~~Class I~~ of Business Development and ~~Class II~~Strategy ~~Director,~~Officer ~~respectively,~~of ~~effective~~Leidos ~~immediately~~from 2016 to 2018. ~~The~~Prior ~~resignations~~to ofjoining ~~Messrs~~Leidos, Mr. ~~Cusumano~~ ~~and~~Fasano ~~Rotroff~~served as ~~members~~the head of the ~~Board~~ ~~are~~Information ~~not~~Systems & Global Solutions business development and mergers and acquisition organization and was general manager for the Defense Group at Lockheed Martin Corporation, an aerospace, defense, and technology company. Mr. Fasano has served as a ~~result~~member of ~~any~~the ~~disagreement~~board of trustees of Hampton University since 2025, a consultant with Veritas Capital Fund Management, LLC since 2025 and a member of the ~~Company~~advisory onboard ~~any~~of ~~matter~~Villanova ~~relating~~University, toCollege ~~its~~of ~~operations~~Engineering, ~~policies~~since or2016. ~~practices~~Mr. Fasano has a Bachelor’s degree and a Master’s degree in electrical engineering from Villanova University.

InDr. ~~connection~~Niebergall, ~~with~~age 62, served as President of the ~~resignations~~Aerojet Rocketdyne segment for L3Harris Technologies, ~~the~~ ~~Board reduced~~ Inc. (“L3Harris”) (NYSE: LHX), an aerospace and defense technology company, from July 2023 to February 2025. Previously, Dr. Niebergall served as Vice President and Chief Technology Officer of L3Harris from July 2019 to February 2023. Dr. Niebergall joined Harris Corporation, a major U.S. defense and communications technology company, in 2017, to serve as its Vice President and Chief Technology Officer until the ~~size~~company’s merger with L3 Technologies in 2019. He previously served as a Vice President of Engineering and Technology of the ~~Board~~Intelligence, ~~from~~Information 9and ~~directors~~Services tounit 7of ~~directors~~Raytheon ~~effective~~Technologies ~~November 13~~Corporation, ~~2025~~an aerospace and defense company. Dr. Niebergall has a Bachelor’s degree in mathematics from the University of Regina in Canada, and a Master’s and Doctorate degree in mathematics from the University of Notre Dame.

~~Item~~As 8a newly appointed director of the Company, each of Ms.01 ~~Other~~Theophilus, ~~Events~~Mr. Fasano and Dr. Niebergall is eligible to participate in the Company’s director compensation program as previously approved by the Compensation and Human Capital Committee, which will consist of an annual cash retainer of $105,000 and an annual award of restricted stock units (“RSUs”) with a value of $165,000. With their appointment, each new director will receive a prorated amount of the cash retainer and RSUs for the remainder of the compensation period anticipated under the current non-employee director compensation program with such RSU awards to vest in full on the date of the 2026 annual meeting of shareholders of the Company. In addition, each of Ms. Theophilus, Mr. Fasano and Dr. Niebergall has entered into the Company’s form of director indemnification agreement.

OnThere ~~November 12,~~is ~~2025, the~~no ~~Company~~arrangement ~~entered~~or ~~into~~understanding anbetween ~~underwriting~~each ~~agreement~~of ~~(the~~Ms. ~~“Underwriting Agreement”)~~Theophilus, byMr. Fasano and ~~among~~Dr. ~~the~~Niebergall ~~Company, the Selling Shareholder,~~ and ~~RBC~~any ~~Capital~~other ~~Markets,~~person ~~LLC,~~pursuant asto ~~the~~which ~~sole~~Ms. ~~underwriter (the “Underwriter”)~~Theophilus, ~~relating to the public offering (the “Offering”) of 2~~Mr.25 ~~million~~Fasano ~~shares~~or ~~of common stock~~Dr. ~~The~~Niebergall ~~Underwriting~~was ~~Agreement~~appointed ~~contains~~as ~~customary~~a ~~representations,~~director ~~warranties, covenants and indemnification obligations~~ of the Company,. ~~the~~There ~~Selling~~are ~~Shareholder~~no ~~and~~related ~~the~~persons ~~Underwriter,~~transactions as(within ~~well as termination and other customary provisions. The Offering was made pursuant to~~ the ~~Company’s~~meaning ~~shelf~~of ~~registration~~Item ~~statement~~404(a) onof ~~Form~~ Regulation S-3K) ~~(File~~involving NoMs. ~~333-~~ ~~267223) that was declared effective under the Securities Act of 1933~~Theophilus, asMr. ~~amended,~~Fasano byor ~~the~~Dr. ~~Securities~~Niebergall and ~~Exchange Commission on September 12, 2022, and a related prospectus supplement dated November 12, 2025 (~~the ~~“Prospectus”)~~Company.

The Offering closed on November 13, 2025. The Company purchased from the Underwriter 363,638 shares of common stock that were subject to the Offering at a price per share equal to the price per share paid by the Underwriter to the Selling Shareholder in the Offering. The Company did not sell any securities in the Offering and will not receive any proceeds from the sale of the shares offered by the Selling Shareholder. Following the Offering, the Selling Shareholder and its affiliates continue to beneficially own 6,217,286 shares, or approximately 19.9%, of the Company’s outstanding common stock after giving effect to the Offering, including the Company’s repurchase of shares of its common stock.SIGNATURE

~~The~~Pursuant ~~Selling Shareholder and certain affiliates of the Selling Shareholder (collectively, the “Selling Shareholder Parties”) and the Company are party~~ to the ~~Shareholders~~requirements ~~Agreement. Following the closing~~ of the ~~Offering~~Securities ~~and~~Exchange ~~the~~Act ~~Company’s repurchase, the Selling Shareholder Parties owned 5,841,866 shares, or 18.7%,~~ of ~~the Company’s outstanding common stock for purposes of the Shareholders Agreement. As a result~~1934, ~~the~~ ~~Shareholders Agreement automatically terminated, and consequently, following~~ the ~~closing~~registrant ofhas ~~the~~duly ~~Offering,~~caused ~~the~~this ~~Selling~~report ~~Shareholder no longer has the right~~ to ~~designate~~be ~~(a) any~~signed ~~nominee~~on ~~for~~its ~~election~~behalf toby the ~~Board~~undersigned orhereunto ~~(b) any~~duly ~~director to serve on any committee of the Board~~authorized.

The disclosure set forth in Item 5.02 above is incorporated into this Item 8.01 of this Current Report on Form 8-K by reference.



Dated: January 8, 2026	V2X, INC.


	By:	/s/ Sarita B. Malakar
		Sarita B. Malakar
		Corporate Secretary

The foregoing description of the Underwriting Agreement and the Shareholders Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement and the Shareholders Agreement, respectively. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The Shareholders Agreement is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 5, 2022 which is incorporated herein by reference.

The Underwriting Agreement and the above descriptions have been included to provide investors and security holders with information regarding the terms of the Underwriting Agreement. They are not intended to provide any other factual information about the Company or its subsidiaries or affiliates or equity holders. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other as a way of allocating contractual risk between them that differ from those applicable to investors. Moreover, the subject matter of the representations and warranties is subject to more recent developments. Accordingly, investors should be aware that these representations, warranties and covenants or any description thereof alone may not describe the actual state of affairs of the Company or its subsidiaries, affiliates, businesses or equity holders as of the date they were made or at any other time.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated November 12, 2025, by and among V2X, Inc., Vertex Aerospace Holdco LLC and RBC Capital Markets, LLC, as underwriter
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	V2X, INC.
Dated: November 13, 2025	By:	/s/ Sarita B. Malakar
		Sarita B. Malakar
		Corporate Secretary

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