Item 4 — Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented as by adding the following immediately prior to last paragraph thereof: On August 8, 2025, in connection with a registered secondary public offering (the "August 2025 Secondary Offering") of Common Stock of the Issuer, Vertex Holdco entered into an underwriting agreement (the "August 2025 Underwriting Agreement") with the Issuer, RBC Capital Markets, LLC, ("RBC"). Pursuant to the August 2025 Underwriting Agreement, Vertex Holdco agreed to sell to RBC, and RBC agreed to purchase from Vertex Holdco, subject to and upon the terms and conditions set forth therein, 2,000,000 shares of Common Stock at a price of $50.00 per share. The sale of the 2,000,000 shares in the August 2025 Secondary Offering closed on August 11, 2025. In connection with the August 2025 Secondary Offering, Vertex Holdco entered into a lock-up agreement (the "August 2025 Lock-up Agreement") with RBC. Under the August 2025 Lock-up Agreement, Vertex Holdco agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge or otherwise dispose of any shares of Common Stock for 45 days after August 8, 2025. As a result of the reduced percentage ownership of Vertex Holdco and certain of its affiliates resulting from the August 2025 Secondary Offering and in accordance with the terms of the shareholders agreement among the Issuer, Vertex Holdco and certain affiliates of Vertex Holdco (the "V2X Shareholders Agreement"), two directors designated by Vertex Holdco are obligated to resign from the Board of Directors of the Issuer effective no later than the Issuer's 2026 Annual Meeting of Shareholders. As a result, Vertex Holdco expects to cause two of its designated directors to tender their resignations, effective August 14, 2025. In addition, as a result thereof and pursuant to the terms of the V2X Shareholders Agreement, Vertex Holdco (i) may now only designate one director to serve on each committee of the Board of Directors of the Issuer and (ii) no longer has consent rights over certain material corporate actions of the Issuer, including, among others, issuances of capital stock, repurchases of capital stock, acquisitions by and dispositions of the Issuer's assets and amendments to the organizational documents of the Issuer. The foregoing descriptions of the August 2025 Underwriting Agreement and August 2025 Lock-up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the August 2025 Underwriting Agreement, which includes the form of the August 2025 Lock-up Agreement as an exhibit, and which is filed as Exhibit 99.10 hereto.