Material Event Form 8 K

Item 8.01 Other Events.

As previously disclosed, on September 4, 2024, V2X, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement"), by and among the Company, Vertex Aerospace Holdco LLC (the "Selling Stockholder") and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Robert W. Baird & Co. Incorporated, as representatives to the several underwriters named therein (the "Underwriters"), relating to the public offering of 2,000,000 shares of common stock by the Selling Stockholder and up to 300,000 additional shares of common stock (the "Option Shares") by the Selling Stockholder at the Underwriters' option at any time on or before the 30th day after the date of the Underwriting Agreement (the "Option").

On September 11, 2024, the Underwriters notified the Company and the Selling Stockholder that they had elected to exercise the Option in full. The offering of the Option Shares closed on September 12, 2024. All of the Option Shares were sold by the Selling Stockholder. The Company did not receive any of the proceeds from the sale of the Option Shares by the Selling Stockholder in the offering.

The Option Shares were sold pursuant to the Company's automatic shelf registration statement on Form S-3 (File No. 333- 267223) that was declared effective under the Securities Act of 1933, as amended, by the Securities and Exchange Commission on September 12, 2022, and a related prospectus supplement dated September 4, 2024.