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Item 1. Financial Statements

2026-05-04 compared with 2025-11-03 · 126 added, 180 removed, 426 unchanged (42% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Three Months Ended Nine Months Ended

September 26, September 27, September 26, September 27,

Three Months Ended

April 3, March 28,

(In thousands, except per share data) 2026 2025

16 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended Nine Months Ended

September 26, September 27, September 26, September 27,

Three Months Ended

April 3, March 28,

(In thousands) 2026 2025

Net income $ 18,925 $ 8,107

Other comprehensive (loss) income, net of tax

Other comprehensive income, net of tax

Changes in derivative instruments:

Net change in fair value of interest rate swaps 2,247 ( 3,509 )

Tax benefit 96 2,523 1,297 1,220

Tax (expense) benefit ( 519 ) 815

Net change in derivative instruments 1,728 ( 2,694 )

1 unchanged sentence

( 657 ) 4,376

Other comprehensive (loss) income, net of tax ( 4,057 ) ( 3,150 ) 1,752 ( 2,260 )

Other comprehensive income, net of tax 1,071 1,682

Total comprehensive income $ 19,996 $ 9,789

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

September 26, December 31,

April 3, December 31,

(In thousands, except per share data) 2026 2025

7 unchanged sentences

Intangible assets, net 217,060 239,760

Right-of-use assets 38,202 37,774

Other non-current assets 75,409 76,525

10 unchanged sentences

Deferred tax liabilities 30,232 28,357

Operating lease liabilities 33,163 33,811

Other non-current liabilities 61,462 69,067

10 unchanged sentences

100,000,000 shares authorized;

31,731,719 shares issued and 31,531,719 shares outstanding as of September 26, 2025;

31,560,490 shares issued and outstanding as of December 31, 2024

Treasury stock, at cost - 200,000 and no shares as of September 26, 2025 and December 31, 2024, respectively

31,873,847 shares issued and 31,310,209 shares outstanding as of April 3, 2026;

31,735,083 shares issued and 31,171,445 shares outstanding as of December 31, 2025

Treasury stock, at cost - ( 563,638 ) shares as of both April 3, 2026 and December 31, 2025

( 30,274 ) ( 30,274 )

Additional paid in capital 777,994 779,084

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine Months Ended

September 26, September 27,

Three Months Ended

April 3, March 28,

(In thousands) 2026 2025

1 unchanged sentence

Net income $ 18,925 $ 8,107

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation expense 3,963 4,250

1 unchanged sentence

Amortization of cloud computing arrangements 1,246 1,226

Impairment of non-operating long-lived asset — 2,192

Loss on disposal of property, plant, and equipment 3 253

9 unchanged sentences

Other liabilities 7,689 15,271

Net cash (used in) provided by operating activities ( 27,484 ) 31,103

Net cash used in operating activities ( 129,910 ) ( 95,464 )

Investing activities

1 unchanged sentence

Proceeds from the disposition of assets — 90

Acquisitions of businesses ( 27,500 ) ( 16,939 )

Net cash used in investing activities ( 2,291 ) ( 2,609 )

4 unchanged sentences

Proceeds from stock awards and stock options 60 77

Purchase of treasury stock ( 10,000 ) —

Payment of debt issuance costs — ( 1,223 )

9 unchanged sentences

Purchase of capital assets on account $ 1,510 $ 48

Purchase of treasury stock on account $ 56 $ —

The accompanying notes are an integral part of these financial statements.

5 unchanged sentences

Foreign currency translation adjustments — — — — 4,376 4,376

Unrealized gain on cash flow hedge — — — — 5,939 5,939

Employee stock awards and stock options 261 3 — — — 3

Taxes withheld on stock compensation awards — — ( 5,702 ) — — ( 5,702 )

Stock-based compensation — — 4,983 — — 4,983

Balance at March 29, 2024 31,453 $ 315 $ 761,605 $ 231,995 $ ( 179 ) $ 993,736

Net loss — — — ( 6,544 ) — ( 6,544 )

Foreign currency translation adjustments — — — — 161 161

Unrealized loss on cash flow hedge — — — — ( 2,694 ) ( 2,694 )

2 unchanged sentences

Stock-based compensation — — 2,452 — — 2,452

Balance at June 28, 2024 31,480 $ 315 $ 767,982 $ 225,451 $ ( 1,797 ) $ 991,951

Net income — — — 15,051 — 15,051

Foreign currency translation adjustments — — — — 4,574 4,574

Unrealized loss on cash flow hedge — — — — ( 7,724 ) ( 7,724 )

Employee stock awards and stock options 77 1 4 — — 5

Taxes withheld on stock compensation awards — — ( 2,269 ) — — ( 2,269 )

Stock-based compensation — — 973 — — 973

Balance at September 27, 2024 31,557 $ 316 $ 766,690 $ 240,502 $ ( 4,947 ) $ 1,002,561

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES TO SHAREHOLDERS' EQUITY (UNAUDITED)

Balance at March 28, 2025 31,684 $ 317 $ 769,594 $ 273,642 $ ( 7,736 ) $ 1,035,817

Common Stock Issued

7 unchanged sentences

Foreign currency translation adjustments — — — — — — ( 657 ) ( 657 )

Unrealized loss on cash flow hedge — — — — — — ( 2,694 ) ( 2,694 )

Employee stock awards and stock options 124 1 — — 76 — — 77

Taxes withheld on stock compensation awards — — — — ( 2,653 ) — — ( 2,653 )

Stock-based compensation — — — — 2,452 — — 2,452

Balance at March 28, 2025 31,684 $ 317 — $ — $ 769,594 $ 273,642 $ ( 7,736 ) $ 1,035,817

Net income — — — — — 22,391 — 22,391

Foreign currency translation adjustments — — — — — — 5,404 5,404

Unrealized loss on cash flow hedge — — — — — — ( 1,277 ) ( 1,277 )

Employee stock awards and stock options 25 — — — — — — —

Taxes withheld on restricted stock unit compensation awards — — — — ( 321 ) — — ( 321 )

Stock-based compensation — — — — 3,729 — — 3,729

Balance at June 27, 2025 31,709 $ 317 — $ — $ 773,002 $ 296,033 $ ( 3,609 ) $ 1,065,743

Net Income — — — — — 24,605 — 24,605

Foreign currency translation adjustments — — — — — — ( 3,740 ) ( 3,740 )

Unrealized loss on cash flow hedge — — — — — — ( 317 ) ( 317 )

Unrealized gain on cash flow hedge — — — — — — 1,728 1,728

Employee stock awards and stock options 139 1 — — 59 — — 60

1 unchanged sentence

Stock-based compensation — — — — 3,609 — — 3,609

Treasury stock — — ( 200 ) ( 10,056 ) — — — ( 10,056 )

Balance at September 26, 2025 31,731 $ 317 ( 200 ) $ ( 10,056 ) $ 776,415 $ 320,638 $ ( 7,666 ) $ 1,079,648

Balance at April 3, 2026 31,874 $ 318 ( 564 ) $ ( 30,274 ) $ 777,994 $ 362,342 $ ( 6,837 ) $ 1,103,543

The accompanying notes are an integral part of these financial statements.

1 unchanged sentence

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

V2X, Inc., an Indiana Corporation formed in February 2014, is a leading provider of critical mission solutions primarily to defense clients globally.

The Company operates as one segment and offers a broad suite of capabilities including multi-domain high impact readiness, integrated supply chain management, mission solutions, and platform renewal and modernization to national security, defense, civilian and international customers.

is a leading provider of critical mission solutions primarily to defense customers globally.

The Company operates as one segment and offers a broad suite of capabilities including multi-domain high impact readiness, integrated supply chain management, assured communications, mission solutions, and platform renewal and modernization to national security, defense, civilian and international customers.

Unless the context otherwise requires or unless stated otherwise, references in these notes to "V2X," "we," "us," "our," "the Company" and "our Company" refer to V2X, Inc.

and all of its consolidated subsidiaries, taken together as a whole.

Equity Investments

In 2011, the Company entered into a joint venture agreement with APTIM Federal Services LLC (formerly Shaw Environmental & Infrastructure, Inc.).

Equity Investment

In 2011, the Company entered into a joint venture agreement with APTIM Federal Services LLC.

Pursuant to the joint venture agreement, High Desert Support Services, LLC (HDSS) was established to pursue and perform work on the Ft.

Irwin Installation Support Services Contract, which was awarded to HDSS in October 2012.

In 2018, the Company entered into a joint venture agreement with J&J Maintenance.

Pursuant to the joint venture agreement, J&J Facilities Support, LLC (J&J) was established to pursue and perform work on various U.S.

In 2018, the Company entered into a joint venture agreement with J&J Maintenance, pursuant to which J&J Facilities Support, LLC (J&J) was established to pursue and perform work on various U.S.

government contracts.

In 2020, the Company entered into a joint venture agreement with Kuwait Resources House for Human Resources Management and Services Company.

Pursuant to the joint venture agreement, ServCore Resources and Services Solutions, LLC (ServCore) was established to operate and manage labor and life support services outside of the continental United States at designated locations serviced by V2X and others around the world.

In 2020, the Company entered into a joint venture agreement with Kuwait Resources House for Human Resources Management and Services Company, pursuant to which ServCore Resources and Services Solutions, LLC (ServCore) was established to operate and manage labor and life support services outside of the continental U.S.

at designated locations serviced by V2X and others around the world.

In February 2022, the Company and Permagreen Grønland formed Inuksuk A/S (Inuksuk), a corporation in Greenland, to bid for certain contracts in Greenland.

5 unchanged sentences

Any cash distributions in excess of cumulative earnings are recorded as a return of investment in investing cash flows within the Condensed Consolidated Statements of Cash Flows.

As of September 26, 2025 and December 31, 2024, the Company's combined investment balance was $ 9.4 million and $ 8.6 million, respectively.

The Company's proportionate share of income from equity method investments was $ 2.6 million and $ 5.5 million for the three and nine months ended September 26, 2025, respectively, and $ 2.0 million and $ 9.0 million for the three and nine months ended September 27, 2024, respectively.

As of April 3, 2026 and December 31, 2025, the Company's combined investment balance was $ 11.8 million and $ 10.8 million, respectively, included in other non-current assets on the Company's Condensed Consolidated Balance Sheets.

The Company's proportionate share of income from equity method investments was $ 2.1 million and $ 0.8 million for the three months ended April 3, 2026 and March 28, 2025, respectively.

Basis of Presentation

The Company's quarterly financial periods end on the Friday closest to the last day of the calendar quarter (September 26, 2025 for the third quarter of 2025 and September 27, 2024 for the third quarter of 2024), except for the last quarter of the fiscal year, which ends on December 31.

The Company's quarterly financial periods end on the Friday closest to the last day of the calendar quarter (April 3, 2026 for the first quarter of 2026 and March 28, 2025 for the first quarter of 2025), except for the last quarter of the fiscal year, which ends on December 31.

For ease of presentation, the quarterly financial statements included herein are described as three months ended.

6 unchanged sentences

Revenue and net income for any interim period are not necessarily indicative of future or annual results.

Certain prior year amounts have been reclassified to conform to the current year presentation.

These reclassifications had no material impact on the results of operations, financial position, or changes in shareholders’ equity.

Restricted Cash

As of September 26, 2025, the Company had total cash, cash equivalents, and restricted cash of $ 182.3 million which included $ 3.0 million of restricted cash.

As of April 3, 2026, the Company had total cash, cash equivalents, and restricted cash of $ 208.7 million which included $ 4.0 million of restricted cash.

The Company's restricted cash was $ 3.0 million as of December 31, 2025.

5 unchanged sentences

The CCA implementation costs are included within operating activities on the Company's Condensed Consolidated Statements of Cash Flows.

As of September 26, 2025 and December 31, 2024, the Company had total capitalized CCA implementation costs, net of accumulated amortization, of $ 25.6 million and $ 29.2 million, respectively, included in prepaid expenses and other current assets and other non-current assets on the Company's Condensed Consolidated Balance Sheet.

As of April 3, 2026 and December 31, 2025, the Company had total capitalized CCA implementation costs, net of accumulated amortization, of $ 24.2 million and $ 25.1 million, respectively, included in prepaid expenses and other current assets and other non-current assets on the Company's Condensed Consolidated Balance Sheets.

Prepaid Expenses and Other Current Assets

The components of prepaid expenses and other current assets are as follows:

September 26, December 31,

April 3, December 31,

(In thousands) 2026 2025

5 unchanged sentences

RECENT AC COUNTING STANDARDS UPDATE

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2023-09 Income Taxes (Topic 740) to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold.

In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.

For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company will adopt this ASU prospectively for the period ending December 31, 2025.

The Company expects this ASU to impact only its disclosures with no impacts to its results of operations, cash flows and financial condition.

In November 2024, the FASB issued ASU No.

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2024-03 Expense Disaggregation Disclosures (Subtopic 220-40), as amended by ASU No.

2025-01 Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date, to require PBEs to disclose disaggregated information about expenses to help investors better understand an entity's performance, better assess the entity's prospects for future cash flows, and compare an entity's performance over time and with that of other entities.

Clarifying the Effective Date, to require public business entities (PBEs) to disclose disaggregated information about expenses to help investors better understand an entity's performance, better assess the entity's prospects for future cash flows, and compare an entity's performance over time and with that of other entities.

The amendments in this ASU are effective for PBEs for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements.

The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

In September 2025, the FASB issued ASU No.

3 unchanged sentences

Early adoption is permitted as of the beginning of an annual reporting period.

The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements.

The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

Remaining Performance Obligations

10 unchanged sentences

However, the U.S.

government or the prime contractor may cancel any contract at any time through a termination for convenience or for cause.

government or the prime contractor may cancel any contract at any time through a termination for convenience, including by not exercising its renewal option, or for cause.

Substantially all the Company's contracts have terms that would permit recovery of all or a portion of the Company's incurred costs and fees for work performed in the event of a termination for convenience.

Remaining performance obligations are presented in the following table:

September 26, December 31,

April 3, December 31,

(In millions) 2026 2025

Performance Obligations $ 3,888 $ 3,375

As of September 26, 2025, the Company expects to recognize approximately 30 % of the remaining performance obligations as revenue in 2025 and the majority of the remainder of the balance as revenue in 2026 and 2027.

As of April 3, 2026, the Company expects to recognize approximately 57 % of the remaining performance obligations as revenue in 2026 and the majority of the remainder of the balance as revenue in 2027 and 2028.

Contract Estimates

The impact of adjustments in contract estimates on the Company's operating income can be reflected in either revenue or cost of revenue.

Cumulative adjustments for the three months ended September 26, 2025 and September 27, 2024 increased operating income by $ 2.5 million and $ 17.3 million, respectively.

Cumulative adjustments for the nine months ended September 26, 2025 and September 27, 2024 increased operating income by $ 8.1 million and $ 18.5 million, respectively.

For the three and nine months ended September 26, 2025, the net adjustments to operating income increased revenue by $ 5.0 million and $ 24.7 million, respectively.

For the three and nine months ended September 27, 2024, the net adjustments to operating income increased revenue by $ 12.8 million and $ 22.2 million, respectively.

Cumulative adjustments decreased operating income by $ 1.1 million for the three months ended April 3, 2026 and increased operating income by $ 4.2 million for the three months ended March 28, 2025 .

For the three months ended April 3, 2026 and March 28, 2025, the net adjustments to operating income increased revenue by $ 2.6 million and $ 14.8 million, respectively.

Revenue by Category

15 unchanged sentences

Revenue by contract type is as follows:

Three Months Ended Nine Months Ended

September 26, September 27, % September 26, September 27, %

(In thousands) 2025 2024 Change 2025 2024 Change

Three Months Ended

April 3, March 28, %

(In thousands) 2026 2025 Change

Cost-plus and cost-reimbursable $ 752,405 $ 623,213 20.7 %

3 unchanged sentences

Revenue by geographic region in which the contract is performed is as follows:

Three Months Ended Nine Months Ended

September 26, September 27, % September 26, September 27, %

(In thousands) 2025 2024 Change 2025 2024 Change

Three Months Ended

April 3, March 28, %

(In thousands) 2026 2025 Change

United States $ 810,554 $ 577,458 40.4 %

4 unchanged sentences

Revenue by contract relationship is as follows:

Three Months Ended Nine Months Ended

September 26, September 27, % September 26, September 27, %

(In thousands) 2025 2024 Change 2025 2024 Change

Three Months Ended

April 3, March 28, %

(In thousands) 2026 2025 Change

Prime contractor $ 1,197,462 $ 962,421 24.4 %

2 unchanged sentences

Revenue by customer is as follows:

Three Months Ended Nine Months Ended

September 26, September 27, % September 26, September 27, %

(In thousands) 2025 2024 Change 2025 2024 Change

Three Months Ended

April 3, March 28, %

(In thousands) 2026 2025 Change

Army $ 440,114 $ 442,136 ( 0.5 ) %

11 unchanged sentences

As of January 1, 2025, the Company had contract assets of $ 620.5 million.

As of September 26, 2025 and December 31, 2024, the Company had contract assets of $ 636.6 million and $ 620.5 million, respectively.

As of April 3, 2026 and December 31, 2025, the Company had contract assets of $ 647.2 million and $ 637.2 million, respectively.

Contract assets primarily consist of unbilled receivables which represent rights to consideration for work completed but not billed as of the reporting date.

5 unchanged sentences

As of January 1, 2025, the Company had contract liabilities of $ 98.7 million.

As of September 26, 2025 and December 31, 2024, contract liabilities, included in other accrued liabilities in the Condensed Consolidated Balance Sheets, were $ 95.8 million and $ 98.7 million, respectively.

As of April 3, 2026 and December 31, 2025, contract liabilities, included in other accrued liabilities in the Condensed Consolidated Balance Sheets, were $ 122.2 million and $ 109.4 million, respectively.

Receivables were comprised of the following:

September 26, December 31,

April 3, December 31,

(In thousands) 2026 2025

3 unchanged sentences

Total receivables $ 828,759 $ 738,922

As of September 26, 2025 and December 31, 2024, substantially all billed receivables were due from the U.S.

As of April 3, 2026 and December 31, 2025, substantially all billed receivables were due from the U.S.

government, either directly as prime contractor to the U.S.

3 unchanged sentences

Unbilled receivables are contract assets that represent revenue recognized on long-term contracts in excess of amounts billed as of the balance sheet date.

The Company expects to bill customers for most of the September 26, 2025 contract assets during 2025.

The Company expects to bill customers for most of the April 3, 2026 contract assets during 2026.

Changes in the balance of receivables are primarily due to the timing differences between performance and customers' payments.

3 unchanged sentences

The loans under the First Lien Credit Agreement, as amended (the First Lien Credit Agreement), amortize in an amount equal to approximately $ 2.2 million per quarter through September 30, 2030, with the balance of $ 828.0 million due on December 6, 2030.

The replacement of the Existing Term Loans with the New Term Loans resulted in a loss on extinguishment of debt of $ 2.2 million in the Condensed Consolidated Statement of Income for the nine months ended September 26, 2025.

On May 30, 2024, the First Lien Credit Agreement was amended to provide, among other things, a new tranche of term loans to replace or refinance in full all the existing term loans outstanding under the First Lien Initial Term Tranche, resulting in a loss on extinguishment of debt of $ 2.0 million in the Condensed Consolidated Statement of Income for the nine months ended September 27, 2024.

V2X LLC (formerly known as Vertex Aerospace Services LLC) (V2X Borrower) obligations under the First Lien Credit Agreement are guaranteed by V2X Intermediate LLC (formerly known as Vertex Aerospace Intermediate LLC) and V2X Borrower’s wholly-owned domestic subsidiaries (collectively, the Guarantors), subject to customary exceptions and limitations.

V2X LLC (V2X Borrower) obligations under the First Lien Credit Agreement are guaranteed by V2X Intermediate LLC and V2X Borrower’s wholly-owned domestic subsidiaries (collectively, the Guarantors), subject to customary exceptions and limitations.

The V2X Borrower’s obligations under the First Lien Credit Agreement and the Guarantors’ obligations under the related guarantees are secured by a first priority lien on substantially all the V2X Borrower’s and the Guarantors’ assets which exists on a pari passu basis with the lien held by the 2023 Credit Agreement lenders.

The borrowings under the First Lien Credit Agreement bear interest at rates that, at the V2X Borrower’s option, can be either a base rate, determined by reference to the greater of (a) the federal funds rate plus 0.50 %, (b) the prime lending rate, or (c) an adjusted Secured Overnight Financing Rate (SOFR) rate plus 1.00 %, plus a margin of 1.25 % per annum, or SOFR, plus a margin of 2.25 % per annum.

As of September 26, 2025, the effective interest rate for the First Lien Credit Agreement was 7.10 %.

As of April 3, 2026, the effective interest rate for the First Lien Credit Agreement was 6.47 %.

The First Lien Credit Agreement contains customary representations and warranties and affirmative covenants.

2 unchanged sentences

If an event of default occurs and is continuing, the V2X Borrower may be required immediately to repay all amounts outstanding under the First Lien Credit Agreement.

As of September 26, 2025, the carrying value of the First Lien Credit Agreement was $ 895.3 million, excluding deferred discount and unamortized deferred financing costs of $ 25.2 million.

The estimated fair value of the First Lien Credit Agreement as of September 26, 2025 was $ 895.3 million.

As of April 3, 2026, the carrying value of the First Lien Credit Agreement was $ 868.5 million, excluding deferred discount and unamortized deferred financing costs of $ 22.6 million.

The estimated fair value of the First Lien Credit Agreement as of April 3, 2026 was $ 867.4 million.

The fair value is based on observable inputs of interest rates that are currently available to us for debt with similar terms and maturities for non-public debt (Level 2).

4 unchanged sentences

The 2025 Term Loans amortize at approximately $ 1.5 million per quarter for the fiscal quarters ending June 30, 2025 through March 31, 2027, increasing to $ 3.0 million per quarter for the fiscal quarters ending June 30, 2027 through December 31, 2029, with the balance of $ 193.0 million due on March 31, 2030.

The amendment to the 2023 Credit Agreement resulted in a loss on extinguishment of debt of $ 0.3 million in the Condensed Consolidated Statement of Income for the nine months ended September 26, 2025.

The V2X Borrower’s obligations under the 2023 Credit Agreement are guaranteed by the Guarantors, subject to customary exceptions and limitations.

1 unchanged sentence

The borrowings under the 2023 Credit Agreement bear interest at rates that, at the V2X Borrower’s option, can be either a base rate, determined by reference to the greater of (a) the federal funds rate plus 0.50 %, (b) the prime lending rate, or (c) an adjusted SOFR rate plus 1.00 %, plus a margin of 0.50 % to 1.50 % per annum, or SOFR, plus a margin of 1.50 % to 2.50 % per annum, in each case, depending on the consolidated total net leverage ratio of the V2X Borrower and its subsidiaries.

As of September 26, 2025, the effective interest rate for the 2025 Term Loans was 6.48 %.

As of April 3, 2026, the effective interest rate for the 2025 Term Loans was 5.59 %.

Unutilized commitments under the 2025 Revolver are subject to a per annum fee ranging from 0.25 % to 0.375 % depending on the consolidated total net leverage ratio of the V2X Borrower and its subsidiaries.

2 unchanged sentences

The 2023 Credit Agreement also includes negative covenants that limit, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions.

The 2023 Credit Agreement contains financial covenants requiring (a) the consolidated total net leverage ratio not to exceed 5.00 to 1.00 for the reporting periods ending on or after June 30, 2023, and on or prior to June 30, 2024, with a step down to 4.75 to 1.00 for periods ending on or after July 1, 2024, and on or prior to December 31, 2025, with further step downs thereafter, and (b) the consolidated interest coverage ratio be at least 2.00 to 1.00 commencing with the reporting period ended on June 30, 2023.

The 2023 Credit Agreement contains financial covenants requiring (a) the consolidated total net leverage ratio not to exceed 4.75 to 1.00 for the reporting periods ending on or prior to December 31, 2026, with further step downs thereafter, and (b) the consolidated interest coverage ratio be at least 2.00 to 1.00 commencing with the reporting period ended on June 30, 2023.

The 2023 Credit Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the 2023 Credit Agreement to be in full force and effect, and a change of control.

If an event of default occurs and is continuing, the V2X Borrower may be required immediately to repay all amounts outstanding under the 2023 Credit Agreement.

As of September 26, 2025, there were no outstanding borrowings and $ 24.1 million of outstanding letters of credit under the 2025 Revolver.

Availability under the 2025 Revolver was $ 475.9 million as of September 26, 2025.

As of April 3, 2026, there were no outstanding borrowings and $ 21.0 million of outstanding letters of credit under the 2025 Revolver.

Availability under the 2025 Revolver was $ 479.0 million as of April 3, 2026.

Unamortized deferred financing costs related to the 2025 Revolver of $ 3.8 million are included in other non-current assets in the Condensed Consolidated Balance Sheets.

As of September 26, 2025, the fair value of the 2025 Revolver approximated the carrying value because the debt bears a floating interest rate.

As of September 26, 2025, the carrying value of the 2025 Term Loans was $ 236.0 million, excluding unamortized deferred financing costs of $ 1.8 million.

The estimated fair value of the 2025 Term Loans as of September 26, 2025 was $ 235.4 million.

As of April 3, 2026, the fair value of the 2025 Revolver approximated the carrying value because the debt bears a floating interest rate.

As of April 3, 2026, the carrying value of the 2025 Term Loans was $ 231.6 million, excluding unamortized deferred financing costs of $ 1.6 million.

The estimated fair value of the 2025 Term Loans as of April 3, 2026 was $ 231.3 million.

The fair value is based on observable inputs of interest rates that are currently available to us for debt with similar terms and maturities for non-public debt (Level 2).

The aggregate scheduled maturities of the First Lien Credit Agreement and 2023 Credit Agreement as of September 26, 2025 are as follows:

The aggregate scheduled maturities of the First Lien Credit Agreement and 2023 Credit Agreement as of April 3, 2026 are as follows:

(In thousands) Payments due

2026 (remainder of the year) $ 11,201

After 2029 1,047,750

2030 1,027,750

Total $ 1,100,085

As of September 26, 2025, the Company was in compliance with all covenants related to the First Lien Credit Agreement and the 2023 Credit Agreement.

As of April 3, 2026, the Company was in compliance with all covenants related to the First Lien Credit Agreement and the 2023 Credit Agreement.

DERIVATIVE INSTRUMENTS

2 unchanged sentences

Interest Rate Derivative Instruments

The Company is exposed to the risk that the earnings and cash flows could be adversely impacted due to fluctuations in interest rates.

To mitigate this risk, the Company entered into $ 450.0 million of interest rate swap contracts as of September 26, 2025.

As of September 26, 2025 and December 31, 2024, these contracts had notional values of $ 434.4 million and $ 439.1 million, respectively.

As of April 3, 2026, the Company held $ 450.0 million of interest rate swap contracts to mitigate risks to earnings and cash flows relating to fluctuations in interest rates.

As of April 3, 2026 and December 31, 2025, these contracts had notional values of $ 425.0 million and $ 428.1 million, respectively.

These contracts are designated and qualify as effective cash flow hedges.

1 unchanged sentence

Fair Value (level 2)

September 26, December 31,

April 3, December 31,

(In thousands) Balance sheet caption 2026 2025

Interest rate swap designated as cash flow hedge Prepaid expenses and other current assets $ 193 $ —

Interest rate swap designated as cash flow hedge Other non-current assets $ — $ 1,938

Interest rate swap designated as cash flow hedge Other accrued liabilities $ 13 $ 770

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The Company regularly assesses the creditworthiness of the counterparty.

As of September 26, 2025, the counterparty to the interest rate swaps had performed in accordance with its contractual obligations.

As of April 3, 2026, the counterparty to the interest rate swaps had performed in accordance with its contractual obligations.

Both the counterparty credit risk and the Company's credit risk were considered in the fair value determination.

Net interest rate derivative gains of $ 0.7 million and $ 2.2 million were recognized in interest expense, net, in the Condensed Consolidated Statements of Income during the three and nine months ended September 26, 2025, respectively.

Net interest rate derivative gains of $ 1.6 million and $ 4.5 million were recognized in interest expense, net, in the Condensed Consolidated Statements of Income during the three and nine months ended September 27, 2024, respectively.

The Company expects an immaterial amount of existing interest rate swap gains reported in accumulated other comprehensive loss as of September 26, 2025 to be recognized in earnings within the next 12 months.

Net interest rate derivative gains of $ 0.7 million were recognized in interest expense, net, in the Condensed Consolidated Statements of Income for the three months ended March 28, 2025.

Net interest rate derivative gains were immaterial for the three months ended April 3, 2026 .

The Company expects $ 0.2 million of existing interest rate swap gains reported in accumulated other comprehensive loss as of April 3, 2026 to be recognized in earnings within the next 12 months.

COMMITMENTS AND CONTINGENCIES

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Such assessments, along with any assessments regarding provisions for other legal proceedings, are reviewed on a quarterly basis for sufficiency based on the latest information available to us.

The Company estimated and accrued $ 13.5 million and $ 13.1 million as of September 26, 2025 and December 31, 2024, respectively, in other accrued liabilities in the Condensed Consolidated Balance Sheets for legal proceedings and for claims with respect to its U.S.

The Company estimated and accrued $ 13.2 million and $ 14.4 million as of April 3, 2026 and December 31, 2025, respectively, in other accrued liabilities in the Condensed Consolidated Balance Sheets for legal proceedings and for claims with respect to its U.S.

government contracts as discussed below, including years where the U.S.

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Congress or executive agencies could have a material adverse effect on the Company's financial condition or results of operations.

The FY 2026 appropriations for the U.S.

government were not enacted by September 30, 2025, resulting in a U.S.

federal government shutdown that began on October 1, 2025, and continues through the date of this filing.

Per federal guidelines, we are continuing to perform work on existing contracts that have been funded with appropriations from prior years.

While not currently the case, we may be expected to operate for some period of time on certain U.S.

government contracts even if the U.S.

government customer is unable to make timely payments.

To date, the Company has not experienced a material impact from the government shutdown.

However, if the U.S.

federal government shutdown continues for an extended period it could result in significant consequences for our company, employees, customers, suppliers and our industry and could result in material impacts to our financial position, results of operations, bookings, backlog, and/or collections and cash flows.

Furthermore, the Company's contracts with the U.S.

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STOCK-BASED COMPENSATION

The Company maintains an equity incentive plan, the 2014 Omnibus Incentive Plan, as amended and restated effective as of May 8, 2025 (the 2014 Omnibus Plan), to govern awards granted to V2X employees and directors, including nonqualified stock options (NQOs), restricted stock units (RSUs), performance share units (PSUs) and other awards.

The Company maintains an equity incentive plan, the Third Amendment and Restatement of the V2X, Inc.

2014 Omnibus Incentive Plan, as amended and restated effective as of May 8, 2025 (the 2014 Omnibus Plan), to govern awards granted to V2X employees and directors, including nonqualified stock options (NQOs), restricted stock units (RSUs), performance share units (PSUs) and other awards.

The Company accounts for NQOs, stock-settled RSUs and PSUs as equity-based compensation awards.

Stock-based compensation expense and the associated tax benefits impacting the Company's Condensed Consolidated Statements of Income were as follows:

Three Months Ended Nine Months Ended

September 26, September 27, September 26, September 27,

Three Months Ended

April 3, March 28,

(In thousands) 2026 2025

Compensation costs for equity-based awards $ 2,940 $ 974 $ 9,121 $ 12,252

Compensation costs for other awards — 106 — 622

Total compensation costs, pre-tax $ 2,940 $ 1,080 $ 9,121 $ 12,874

Compensation costs for equity-based awards, pre-tax $ 3,609 $ 2,452

Future tax benefit $ 834 $ 582

As of September 26, 2025, total unrecognized compensation costs related to equity-based awards were $ 20.4 million, which are expected to be recognized ratably over a weighted average period of 1.70 years.

The following table provides a summary of the activities for NQOs, RSUs and PSUs for the nine months ended September 26, 2025:

As of April 3, 2026, total unrecognized compensation costs related to equity-based awards were $ 35.2 million, which are expected to be recognized ratably over a weighted average period of 2.0 years.

The following table provides a summary of the activities for NQOs, RSUs and PSUs for the three months ended April 3, 2026:

NQOs RSUs PSUs

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Vested — $ — ( 168 ) $ 44.47 ( 34 ) $ 42.59

Cancelled — $ — — $ — ( 109 ) $ 46.97

Forfeited or expired — $ — ( 5 ) $ 48.90 — $ —

Outstanding at September 26, 2025 10 $ 21.19 431 $ 47.10 372 $ 48.35

Outstanding at April 3, 2026 6 $ 21.98 407 $ 57.72 345 $ 61.64

Restricted Stock Units

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Stock compensation expense will be recognized ratably over the requisite service period of the RSU awards.

As of September 26, 2025, there was $ 12.4 million of unrecognized RSU related compensation expense.

As of April 3, 2026, there was $ 19.4 million of unrecognized RSU related compensation expense.

Performance Share Units

During the nine months ended September 26, 2025, the Company granted performance-based awards that include two performance components, including TSR performance and Adjusted Earnings Per Share performance.

The performance-based awards will vest and the stock will be issued at the end of a three-year period assuming and based on i) the attainment of total shareholder return performance measures relative to certain Aerospace and Defense companies in the S&P 1500 Index, ii) Company performance against an annual adjusted EPS target established each year and iii) the employee's continued service through the vesting date.

During the three months ended April 3, 2026, the Company granted PSUs that become eligible to vest based on the achievement of Adjusted Earnings Per Share (adjusted EPS) and relative Total Shareholder Return (rTSR) goals over the three-year performance period.

The performance-based awards will vest and the stock will be issued at the end of a three-year period based on i) Company performance against an annual adjusted EPS target established each year, over 3 years, as determined by the Compensation and Human Capital Committee, and a 3 -year rTSR modifier as compared to certain Aerospace & Defense companies approved by the Compensation and Human Capital Committee and assuming ii) the employee’s continued service through the vesting date in accordance with the terms of the 2014 Omnibus Plan.

The number of shares ultimately awarded, if any, can range up to 200 % of the specified target awards.

If performance is below the threshold level of performance, no shares will be issued.

A Monte Carlo valuation model was used to determine the fair value of the awards by simulating 50,000 potential TSR outcomes for the Company and a group of peer companies over the performance periods, and determined the amount of the payout that would occur in each simulation.

A Monte Carlo valuation model was used to determine the fair value of the awards by simulating 50,000 potential Total Shareholder Return outcomes for the Company and a group of peer companies over the performance periods and determine the amount of the payout that would occur in each simulation.

The fair value is based on the average of the results.

As of September 26, 2025, there was $ 8.0 million of unrecognized PSU related compensation expense.

As of April 3, 2026, there was $ 15.8 million of unrecognized PSU related compensation expense.

Effective Tax Rate

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The computation of the estimated effective income tax rate at each interim period requires certain estimates and judgment including, but not limited to, forecasted operating income for the year, projections of the income earned and taxed in various jurisdictions, newly enacted tax rate and legislative changes, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year.

For the three months ended September 26, 2025 and September 27, 2024, the Company recorded income tax expense of $ 8.1 million and $ 4.5 million, respectively, representing effective income tax rates of 24.9 % and 23.0 %, respectively.

For the nine months ended September 26, 2025 and September 27, 2024, the Company recorded income tax expense of $ 17.2 million and $ 2.9 million, respectively, representing effective income tax rates of 23.7 % and 23.1 %, respectively.

The effective income tax rates vary from the federal statutory rate of 21.0% mainly due to state and foreign taxes, disallowed compensation deduction under Internal Revenue Code Section 162(m), offset by available deductions not reflected in book income and income tax credits.

For the three months ended April 3, 2026 and March 28, 2025, the Company recorded income tax expense of $ 4.6 million and $ 2.0 million, respectively.

The Company's effective income tax rate for both the three months ended April 3, 2026 and March 28, 2025 was 19.5 %.

The effective income tax rates vary from the federal statutory rate of 21.0% mainly due to state and foreign taxes, Net Controlled Foreign Corporation Tested Income (NCTI), disallowed compensation deduction under Internal Revenue Code Section 162(m), offset by foreign derived intangible income deduction, available deductions not included in book income and income tax credits.

Uncertain Tax Positions

As of both September 26, 2025 and December 31, 2024, unrecognized tax benefits from uncertain tax positions were $ 3.6 million.

As of both April 3, 2026 and December 31, 2025, unrecognized tax benefits from uncertain tax positions were $ 1.2 million.

The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research expensing and increases the business interest expense limitation.

While the Company is currently evaluating the impact of the OBBBA on its financial position, based on the enacted law, the Company expects to accelerate certain deductions post-enactment in 2025 and later years to minimize cash tax payments.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

There was not a significant impact on our income tax expense or effective tax rate for the three months ended April 3, 2026.

EARNINGS PER SHARE

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Diluted EPS includes the dilutive effect of stock-based compensation outstanding after application of the treasury stock method.

Three Months Ended Nine Months Ended

September 26, September 27, September 26, September 27,

Three Months Ended

April 3, March 28,

(In thousands, except per share data) 2026 2025

8 unchanged sentences

The following table summarizes the weighted average of anti-dilutive securities excluded from the diluted EPS calculation.

Three Months Ended Nine Months Ended

September 26, September 27, September 26, September 27,

Three Months Ended

April 3, March 28,

(In thousands) 2026 2025

Anti-dilutive restricted stock units and performance share units 74 13

Total 2 — 47 22

POST-EMPLOYMENT BENEFIT PLANS

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The Company sponsors non-qualified deferred compensation plans, under which participants are eligible to defer a portion of their compensation on a tax deferred basis.

The assets in the plan are held in a Rabbi trust.

Plan investments and obligations were recorded in other non-current assets and other non-current liabilities, respectively, in the Condensed Consolidated Balance Sheets, representing the fair value related to the deferred compensation plans.

Adjustments to the fair value of plan investments and obligations are recorded in selling, general, and administrative expenses.

The plan assets and liabilities were $ 5.8 million and $ 5.2 million as of September 26, 2025 and December 31, 2024, respectively.

The plan assets and liabilities were $ 5.6 million and $ 5.8 million as of April 3, 2026 and December 31, 2025, respectively.

Multi-Employer Pension Plans

Certain Company employees who perform work on contracts within the continental United States participate in multi-employer pension plans of which the Company is not the sponsor.

Company expenses related to these plans were $ 4.8 million and $ 13.7 million for the three and nine months ended September 26, 2025, respectively, and $ 3.6 million and $ 13.0 million for the three and nine months ended September 27, 2024, respectively.

Company expenses related to these plans were $ 5.4 million and $ 4.0 million for the three months ended April 3, 2026 and March 28, 2025, respectively.

SALE OF RECEIVABLES

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As of and for the

Nine Months Ended

September 26, September 27,

Three Months Ended

April 3, March 28,

(In thousands) 2026 2025

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Remaining sold receivables $ 122,698 $ 170,371

1 For the nine months ended September 26, 2025, the Company recorded a net cash inflow from sale of receivables of $ 17.0 million from operating activities.

2 Includes the cash collected on behalf of, but not yet remitted to, MUFG as of September 26, 2025.

1 For the three months ended April 3, 2026, the Company recorded a net cash outflow, excluding fees, from sale of receivables of $ 102.0 million from operating activities.

2 Includes the cash collected on behalf of, but not yet remitted to, MUFG as of April 3, 2026.

This balance is included in other accrued liabilities as of the balance sheet date.

During the three months ended September 26, 2025 and September 27, 2024, the Company incurred purchase discount fees, net of servicing fees, of $ 3.0 million and $ 3.2 million, respectively, which are presented in other expense, net on the Condensed Consolidated Statements of Income.

During the nine months ended September 26, 2025 and September 27, 2024, the Company incurred purchase discount fees, net of servicing fees, of $ 8.1 million and $ 7.4 million, respectively, which are presented in other expense, net on the Condensed Consolidated Statements of Income and are reflected as cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows.

During the three months ended April 3, 2026 and March 28, 2025, the Company incurred purchase discount fees, net of servicing fees, of $ 2.4 million and $ 2.5 million, respectively, which are presented in other expense, net on the Condensed Consolidated Statements of Income and are reflected as cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows.

The Company does not retain an ongoing financial interest in the transferred receivables other than cash collection and administrative services.

The Company estimated that its servicing fee was at fair value and therefore has not recognized a servicing asset or liability as of September 26, 2025.

Proceeds from the sale of receivables are reflected as cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows.

The Company estimated that its servicing fee was at fair value and therefore has not recognized a servicing asset or liability as of April 3, 2026.

Proceeds from the sale of receivables are reflected as cash inflows from operating activities on the Condensed Consolidated Statements of Cash Flows.

SEGMENT INFORMATION

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The CODM uses consolidated profit metrics, including net income and operating income, as reported on the Condensed Consolidated Statements of Income, to allocate resources and assess financial performance.

Our CODM reviews significant expenses as reported in the Condensed Consolidated Statements of Income in addition to depreciation and amortization information, which is summarized below for the three and nine months ended September 26, 2025 and September 27, 2024:

Three Months Ended Nine Months Ended

September 26, September 27, September 26, September 27,

Three Months Ended

April 3, March 28,

(In thousands) 2026 2025

1 unchanged sentence

The CODM also reviews consolidated capital expenditures as reported as purchases of capital assets in the Condensed Consolidated Statements of Cash Flows.

SUBSEQUENT EVENTS

The LOGCAP V - Kuwait Task Order is exercised through June 30, 2026.

On April 14, 2026, the U.S.

Department of the Army notified the Company of its intent to modify the scope of work performed under this task order beyond the current performance period, which could result in a reduction in the work being performed under the task order.

The Company is working with the U.S.

Department of the Army to address any changes to this task order, in light of Operation Epic Fury, beyond the current performance period of June 2026.

For further discussion, see Item 2.

M anagement's Discussion and Analysis of Financial Condition and Results of Operations - Significant Contracts in this Quarterly Report on Form 10-Q.

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 1. Financial Statements