What changed in this filing

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Item 5. Other Information

2025-11-03 compared with 2025-08-04 · 41 added, 20 removed, 18 unchanged (77% of the section changed)

OTHER INFORMATION

On August 1, 2025, Kenneth W.

Shreves was separated as Senior Vice President of Global Mission Support of V2X, effective immediately.

In connection with Mr.

Shreves’s departure, he will be entitled to receive separation benefits as set forth in the Company’s Senior Executive Severance Pay Plan, subject to his execution of a general release of claims.

In addition, due to Mr.

Shreves’s satisfaction of the age and service requirements for retirement, certain of his outstanding equity awards will be eligible for full vesting in accordance with their terms and subject to his compliance with non-competition and non-solicitation restrictive covenants.

The Company expects to enter into a separation agreement with Mr.

Shreves that will document any applicable payments or benefits to be provided to him in respect to his separation, including all pre-existing contractual payments and benefits that he is entitled to receive in connection therewith.

The Company will file any such agreement as an exhibit to an applicable subsequent public filing.

On May 27, 2025 , Eric M.

Pillmore , a member of the Board , entered into a 10b5-1 trading plan which is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

Pillmore's trading plan provides for the purchase of up to 7,000 shares of the Company's common stock.

The plan is set to terminate on May 29, 2026 , subject to early termination provisions in his plan.

Third Amended and Restated 2014 Omnibus Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 20, 2025 (File No.

Form of V2X, Inc.

Third Amendment and Restatement of the V2X, Inc.

2014 Omnibus Incentive Plan – Restricted Stock Unit Award Agreement (Non-employee Director)*+

Resignation of Neil D.

Snyder as a Member of the Board and Change in Board Committee

In connection with the September 2025 Rule 144 Sale, and pursuant to the Shareholders Agreement, one director designated by the Selling Shareholder is obligated to tender his or her resignation from the Board effective no later than the 2026 Annual Meeting.

On October 29, 2025, Neil D.

Snyder tendered his resignation, and the Board accepted such tender, from his position on the Board as a Class II Director and as a member of the Nominating and Governance Committee, each as effective October 30, 2025.

The resignation of Mr.

Snyder as a member of the Board and its Nominating and Governance Committee is not a result of any disagreement with the Company on any matter relating to its operations, policies or practices.

On October 30, 2025, the Board appointed Phillip C.

Widman to replace Mr.

Snyder as a member of the Nominating and Governance Committee of the Board.

In connection with the resignation, the Board, pursuant to the consent required in the Shareholders Agreement and provided by the Selling Shareholder, reduced the size of the Board from 10 directors to 9 directors effective October 30, 2025.

Appointment of Chief Accounting Officer

On October 29, 2025, William B.

Noon notified the Company of his decision to step down from his role as a Chief Accounting Officer of the Company, effective December 5, 2025.

His decision to step down is voluntary and not due to any disagreements regarding the Company’s accounting, operations, policies or practices.

Noon will continue with the Company as a senior advisor to the Chief Financial Officer and Chief Accounting Officer of the Company and to work with his successor to support a smooth transition of responsibilities.

The Company has appointed Mr.

Demases, age 43, as its new Chief Accounting Officer to replace Mr.

Noon, effective on December 5, 2025.

Prior to joining the Company as Assistant Controller in May 2025, Mr.

Demases served as Chief Accounting Officer at BlueHalo (now part of AV), a defense contractor specializing in space communications and counter-unmanned aircraft systems, since June 2024.

Prior to BlueHalo, Mr.

Demases spent 16 years at RTX Corporation in a series of finance and accounting leadership roles.

He is a licensed Certified Public Accountant and graduated from Texas A&M’s Professional Program in Accounting, where he received a Bachelor’s and Master’s degrees in Accounting and Management Information Systems.

There is no material plan, contract or arrangement between Mr.

Demases and any other person pursuant to which he was appointed to the office described above, and no family relationships among any of the Company’s directors or executive officers and Mr.

Demases does not have any direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The compensation arrangement in connection with Mr.

Demases's appointment as Chief Accounting Officer has not been determined.

The Company expects to enter into an offer letter (the Offer Letter) with Mr.

Demases memorializing his compensation and will provide a description of the Offer Letter on an applicable subsequent public filing.

Recent Cybersecurity Incident

The Company recently discovered a cybersecurity incident in which an unauthorized third party accessed our internal IT systems.

The cybersecurity incident has had no significant impact on the Company’s business operations to date.

Upon detecting the incident, the Company promptly took steps to respond to the incident with the assistance of leading external cybersecurity experts and in cooperation with federal law enforcement authorities.

Although the Company’s investigation is ongoing, as of the date of this filing, the Company believes that the incident has not had a material adverse effect on the Company’s financial condition or results of operations.

The Company maintains a comprehensive cybersecurity insurance policy, which we expect will cover most costs associated with incident response and forensic investigations, as well as business interruptions, legal actions and regulatory fines, if any, subject to policy limits and deductibles.

Separation Agreement and General Release of Claims between Kenneth Shreves and the Company dated August 1, 2025.*+

Chief Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+

6 unchanged sentences

This Exhibit is intended to be furnished in accordance with Regulation S-K Item 601(b)(32)(ii) and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference.+

101 The following materials from V2X, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language):

(i) Unaudited Condensed Consolidated Statements of Income (Loss), (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Unaudited Condensed Consolidated Balance Sheets, (iv) Unaudited Condensed Consolidated Statements of Cash Flows, (v) Unaudited Condensed Consolidated Statements of Changes to Shareholders' Equity and (vi) Notes to Condensed Consolidated Financial Statements.

101 The following materials from V2X, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language):

(i) Unaudited Condensed Consolidated Statements of Income, (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income, (iii) Unaudited Condensed Consolidated Balance Sheets, (iv) Unaudited Condensed Consolidated Statements of Cash Flows, (v) Unaudited Condensed Consolidated Statements of Changes to Shareholders' Equity and (vi) Notes to Condensed Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

7 unchanged sentences

(Principal Accounting Officer)

August 4, 2025

November 3, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information