Material Event Form 8 K

Item 8.01 Other Events.

On November 12, 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 Robert W. Baird & Co. Incorporated, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as representatives to the several underwriters named therein (the "Underwriters"), relating to the public offering (the "Offering") of 2,500,000 shares of common stock by the Selling Stockholder and up to 375,000 additional shares of common stock 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 Underwriting Agreement contains customary representations, warranties, covenants and indemnification obligations of the Company, the Selling Stockholder and the Underwriters, as well as termination and other customary provisions.

The Offering was made 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 November 12, 2024.

The Offering closed on November 14, 2024. 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 Stockholder.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.