tm2614073-1_424b5 - none

424B5 1 tm2614073-1_424b5.htm 424B5 tm2614073-1_424b5 - none - 4.7031558s

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-267223

PROSPECTUS SUPPLEMENT
(To Prospectus dated September 12, 2022)

2,004,569 Shares

V2X, Inc.

Common Stock

The selling shareholder identified herein is offering 2,004,569 shares of our common stock, par value $0.01 per share (“common stock”). We are not selling any shares under this prospectus supplement and we will not receive any of the proceeds from the sale of shares by the selling shareholder.

Our common stock is listed on the New York Stock Exchange (the “NYSE”), under the symbol “VVX.” On May 7, 2026, the last reported sale price for our common stock on the NYSE was $75.40 per share.

The underwriter has agreed to purchase the shares from the selling shareholder at the price of $73.91 per share, resulting in aggregate proceeds of $148,157,694.79 to the selling shareholder.

	Per Share			Total
Public offering price		$	74.35		$	149,039,705.15
Underwriting discounts and commissions(1)		$	0.44		$	882,010.36
Proceeds to the selling shareholder, before expenses		$	73.91		$	148,157,694.79

(1)

See “Underwriting” for additional information regarding underwriter compensation.

Investing in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, you should carefully consider the risks and uncertainties described under the heading “Risk Factors” on page S-3 of this prospectus supplement, and under similar headings in the documents referenced thereunder, as well as the other information included in the documents that are incorporated by reference into this prospectus supplement.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Delivery of the shares of common stock is expected on or about May 11, 2026.

Sole Book-Running Manager

Morgan Stanley

The date of this prospectus supplement is May 7, 2026.

	ABOUT THIS PROSPECTUS SUPPLEMENT					S-ii
	PROSPECTUS SUPPLEMENT SUMMARY					S-1
	THE OFFERING					S-2
	RISK FACTORS					S-3
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					S-5
	USE OF PROCEEDS					S-7
	SELLING SHAREHOLDER					S-8
	U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK					S-9
	UNDERWRITING					S-12
	WHERE YOU CAN FIND MORE INFORMATION					S-19
	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE					S-20
	LEGAL MATTERS					S-21
	EXPERTS					S-22

	Page
ABOUT THIS PROSPECTUS		i
PROSPECTUS SUMMARY		1
RISK FACTORS		2
FORWARD-LOOKING STATEMENT INFORMATION		3
USE OF PROCEEDS		5
SELLING SHAREHOLDERS		6
PLAN OF DISTRIBUTION		8
WHERE TO FIND ADDITIONAL INFORMATION		10
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		10
LEGAL MATTERS		11

	Paid by the Selling Shareholder
Per share		$	0.44
Total		$	882,010.36

	Prior to the Offering				Number of Shares of Common Stock Being Registered for Resale(2)		After the Offering
Name of Selling Shareholder	Number of Shares of Common Stock Beneficially Owned		Percent of Shares of Common Stock Outstanding(1)				Number of Shares of Common Stock Beneficially Owned(3)		Percent of Shares of Common Stock Outstanding
Vertex Aerospace Holdco LLC(4)		18,591,866		61.07%		18,500,001		—		*
Ally Commercial Finance LLC(5)		82,223		*		82,223		—		*
Cecil B. Duren(6)		6,166		*		6,166		—		*
Tom K. Miller(7)		1,696		*		1,696		—		*
Dennis E. Mirabile(8)		1,780		*		1,780		—		*

SEC Form 424B5 filed by V2X Inc.