V2X, Inc.

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2025 PROXY STATEMENT

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INFORMATION ABOUT THIS PROXY STATEMENT AND VOTING

Your vote is very important to us. For this reason, the Board of Directors is furnishing this proxy statement (the “Proxy Statement”) in connection with the solicitation of proxies to vote on matters to be submitted at our 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) or at any adjournments, postponements or continuations thereof. The Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), this Proxy Statement, the accompanying proxy card and our Annual Report to Shareholders, which includes the 2024 Annual Report on Form 10-K (the “2024 Annual Report”), were first sent or made available on or about March 20, 2025 to shareholders of record as of the close of business on March 12, 2025 (the “Record Date”).

In this Proxy Statement, unless the context requires otherwise, any of the “Company,” “V2X,” “we,” “us” and “our” refers to V2X, Inc. and its subsidiaries. References throughout this Proxy Statement to “common stock” mean the common stock, par value $0.01 per share, of V2X, unless the context requires otherwise. References and links to websites and other information contained in the Proxy Statement are not provided as active hyperlinks, and the information contained in or accessed through these hyperlinks shall not be incorporated into, or form a part of, this Proxy Statement.

WHY DID I RECEIVE THESE PROXY MATERIALS? AM I ENTITLED TO VOTE?

Beginning on or about March 20, 2025, this Proxy Statement is being mailed or made available, as the case may be, to shareholders who were V2X shareholders as of the Record Date, as part of the Board of Directors’ solicitation of proxies for the 2025 Annual Meeting or any adjournments, postponements or continuations thereof. You can vote if you owned shares of the Company’s common stock as of the Record Date.

WHY ARE YOU HOLDING A VIRTUAL ANNUAL MEETING?

Our 2025 Annual Meeting will be held solely in a virtual format, which will be conducted via a live webcast. A virtual meeting will enable all shareholders, irrespective of their size or resources, to safely and securely attend and vote at the 2025 Annual Meeting, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

WHAT ITEMS OF BUSINESS WILL I BE VOTING ON?

You are voting on the following items of business:

To elect four Class II Directors as members of the Board of Directors for a three-year term, each as named in this Proxy Statement.

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To ratify the appointment of RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm for fiscal year 2025.

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To approve, on an advisory basis, the compensation paid to our named executive officers in fiscal year 2024, as described herein.

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To approve a third amendment and restatement of the V2X, Inc. 2014 Omnibus Incentive Plan.

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To transact such other business as may properly come before the meeting or any adjournments, postponements or continuations thereof.

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As of the date of this Proxy Statement, the Board of Directors is not aware of any business other than as described in this Proxy Statement that will be presented for a vote at the 2025 Annual Meeting.

HOW DO I VOTE?

Your vote is important. After reviewing this Proxy Statement, you can either vote via the web portal at the 2025 Annual Meeting or in advance of the 2025 Annual Meeting, whether or not you attend the 2025 Annual Meeting. If you are a registered owner, the proxy card or the “Notice of Internet Availability will explain how to vote your shares. Alternatively, if you hold shares through a brokerage firm, trustee, bank, or other financial intermediary or nominee, which is known as holding shares in “street name,” you will receive either a Notice of Internet Availability or a voting instruction form from that broker, trustee, bank or other financial intermediary or nominee, each of which we refer to as an “intermediary.” The notice or form, as applicable, will explain how to direct the voting of your shares through the intermediary, including the ability to provide voting instructions via the Internet or by telephone.

WHAT IS THE DIFFERENCE BETWEEN A REGISTERED OWNER AND A BENEFICIAL OWNER?

If the shares you own are registered in your name directly with Computershare Trust Company, N.A.,

​ our transfer agent, you are the registered owner and the “shareholder of record.” If the shares you own are held in street name, you are considered the “beneficial owner” because someone else holds the shares on your behalf.

IS A LIST OF SHAREHOLDERS AVAILABLE?

The names of shareholders of record entitled to vote at the 2025 Annual Meeting will be available to shareholders at least five business days prior to our 2025 Annual Meeting at our principal executive offices located at 1875 Campus Commons Drive, Suite 305, Reston, VA 20191 during normal business hours. The list will also be available to shareholders at

www.virtualshareholdermeeting.com/VVX2025 during the 2025 Annual Meeting.

WHY DOES THE BOARD SOLICIT PROXIES FROM SHAREHOLDERS?

Since it is impractical for all shareholders to attend the 2025 Annual Meeting and vote at the meeting, the Board of Directors recommends that you appoint the three people named on the accompanying proxy card to act as your proxies at the 2025 Annual Meeting.

HOW DO THE PROXIES VOTE?

The proxies vote your shares in accordance with your voting instructions. If you appoint the proxies but do not provide voting instructions, they will vote your shares as recommended by the Board of Directors. If any other matters not described in this Proxy Statement are properly brought before the meeting for a vote, the proxies will use their discretion in deciding how to vote on those matters.

HOW MANY VOTES DO I HAVE?

You have one vote for every share of common stock that you owned on the Record Date.

HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE ON THE PROPOSALS?

The Board of Directors recommends that you vote:

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“FOR” the election of each of the Class II Director nominees of the Board of Directors (“Item 1”);

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“FOR” the ratification of the appointment of RSM as the Company’s independent registered public accounting firm for fiscal year 2025 (“Item 2”);

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“FOR” the approval on an advisory basis of the compensation of our named executive officers in fiscal year 2024 (“Item 3”); and

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“FOR” the approval of the third amendment and restatement of the V2X, Inc. 2014 Omnibus Incentive Plan (“Item 4”).

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WHAT IF I CHANGE MY MIND?

Shareholders of Record: You can revoke your proxy at any time before it is exercised by mailing a new proxy card with a later date or casting a new vote via the Internet or by telephone, as applicable. You can also send a written revocation to the Corporate Secretary of the Company (“Corporate Secretary”) at the V2X Corporate Headquarters, 1875 Campus Commons Drive, Suite 305, Reston, VA 20191. If you virtually attend the 2025 Annual Meeting, you may vote via the virtual meeting platform and this vote will supersede your previously submitted proxy.

Beneficial Owners: You must contact your intermediary holding your shares and follow its instructions for changing your vote.

WHAT IS A “BROKER NON-VOTE”?

The New York Stock Exchange (“NYSE”) has rules that govern brokers who have record ownership of listed company stock held in brokerage accounts for their clients who beneficially own the shares. Under these rules, brokers who do not receive voting instructions from their clients have the discretion to vote uninstructed shares on certain matters (“discretionary matters”) but do not have discretion to vote uninstructed shares as to certain other matters (“non-discretionary matters”). A broker may cast a vote on behalf of a beneficial owner from whom the broker has not received instructions with regard to discretionary matters but not non-discretionary matters. The broker’s inability to vote with respect to the non-discretionary matters to which the broker has not received instructions from the beneficial owner is referred to as a “broker non-vote.” Under current NYSE interpretations, agenda Item 2, the ratification of RSM as the Company’s independent registered public accounting firm, is considered a discretionary item so your broker has discretion to vote your shares regarding Item 2 in the absence of your voting instructions. Your broker does not have discretion to vote your shares regarding Items 1, 3 and 4, each of which is considered a non-discretionary item.

Under Indiana law, the law of the state where the Company is incorporated, broker non-votes and abstentions will be counted at the 2025 Annual Meeting to determine whether there is a quorum present, but broker non-votes and abstentions will have no effect on the outcome of the proposals.

HOW MANY VOTES ARE REQUIRED TO ELECT DIRECTORS OR APPROVE A PROPOSAL?

The Amended and Restated Articles of Incorporation of the Company, as currently in effect (the “Articles”)

​ and the Second Amended and Restated By-Laws of the Company (the “By-Laws”) provide that in uncontested elections, Directors shall be elected by a majority of the votes cast by the shares entitled to vote in the election (that is, the number of votes cast “for” a Director nominee must exceed the number of votes cast “against” that nominee). Accordingly, broker non-votes and abstentions will not have any effect on the election of a Director. Cumulative voting in the election of Directors is not permitted.

Items 2 and 3 are advisory in nature and non-binding on the Company. Items 2, 3 and 4 will be considered to have passed if the votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions and broker non-votes will not be counted as votes cast either for or against these proposals, and accordingly will not have any effect on the outcome of the proposals.

WHAT HAPPENS IF A DIRECTOR NOMINEE FAILS TO RECEIVE A MAJORITY OF THE VOTES CAST IN AN UNCONTESTED ELECTION?

Our By-Laws provide that in uncontested elections, any Director nominee who fails to be elected by a majority of the votes cast, but who also is a Director at the time, shall promptly provide a written resignation, as a holdover Director, to the Chairman of the Board or the Corporate Secretary. The Nominating and Governance Committee of the Board of Directors (the “Nominating and Governance Committee”), or the equivalent committee then in existence, shall promptly consider the resignation and all relevant facts and circumstances concerning any vote and the best interests of the Company and its shareholders and make a recommendation to the Board regarding whether to accept or reject the tendered resignation or whether other action should be taken. The Board will act on the Nominating and Governance Committee’s recommendation no later than its next regularly scheduled Board meeting or within 90 days after certification of the shareholder vote, whichever is earlier, and the Board will promptly publicly disclose its decision and the reasons for its decision.

HOW MANY SHARES OF V2X COMMON STOCK ARE OUTSTANDING?

As of the Record Date, 31,588,494 shares of common stock were outstanding and entitled to vote at the 2025 Annual Meeting.

HOW DO I ATTEND THE 2025 ANNUAL MEETING OF SHAREHOLDERS?

Shareholders who wish to attend our virtual 2025 Annual Meeting must log into the virtual meeting

platform at

www.virtualshareholdermeeting.com/VVX2025 beginning at 7:45 a.m. Eastern Time on May 8, 2025.

To be admitted to the meeting as a shareholder of record, you must enter the 16-digit control number found on your proxy card or Notice of Internet Availability. Persons without a control number may attend the 2025 Annual Meeting as guests, but will not have the option to vote their shares or ask questions.

The virtual meeting platform is fully supported across browsers (Firefox, Chrome, Microsoft Edge, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of the applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the 2025 Annual Meeting.

Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. A replay of the webcast will be available on the Investor Relations page of the Company’s website athttps://investors.gov2x.com/overview/default.aspx until May 8, 2026.

In the event of a technical malfunction or other significant problem that disrupts the 2025 Annual Meeting, the chairman of the meeting may adjourn, recess or expedite the 2025 Annual Meeting or take such other action as the chairman determines in light of the circumstances. If you have difficulty accessing the 2025 Annual Meeting, please call 844-986-0822 (U.S.) or 303-562-9302 (international) and technicians will be available to assist you. Please note that these numbers will be active beginning fifteen minutes prior to the start of the 2025 Annual Meeting.

HOW DO I ASK QUESTIONS AT THE VIRTUAL 2025 ANNUAL MEETING?

Shareholders who log into the virtual meeting platform using the 16-digit control number found on their Notice of Internet Availability, proxy card or voting instruction form may ask questions beginning fifteen minutes before commencement or during the virtual 2025 Annual Meeting by typing their question into the “Ask a Question” box located on the bottom left side of the webcast screen. A representative from V2X will review the questions and direct them to the appropriate individual at the Company to provide a written response during or after the meeting. Questions must comply with the 2025 Annual Meeting procedures and be pertinent to the Company, our shareholders, and the meeting matters. Questions and answers may be grouped by

​ topic and substantially similar questions may be grouped and answered once.

HOW MANY HOLDERS OF V2X OUTSTANDING SHARES MUST BE PRESENT TO HOLD THE ANNUAL MEETING OF SHAREHOLDERS?

In order to conduct business at the 2025 Annual Meeting, it is necessary to have a quorum. The presence virtually or by proxy of holders of a majority of the outstanding shares of common stock entitled to vote will constitute a quorum for the transaction of business at the 2025 Annual Meeting. Abstentions and broker non-votes will be considered present for quorum purposes.

WHO COUNTS THE VOTES? IS MY VOTE CONFIDENTIAL?

Votes will be counted by the Inspector of Election appointed for the 2025 Annual Meeting. The Inspector of Election monitors the voting and certifies the confidentiality of the votes of shareholders, in accordance with our By-Laws.

WHO WILL SOLICIT PROXIES?

Our Directors, officers and other regular employees may solicit proxies. In addition, we have appointed Okapi Partners LLC to help with the solicitation effort. These persons and Okapi Partners LLC may solicit proxies in person, by mail, by telephone or other electronic communication. Our Directors, officers and other employees will not receive any additional compensation for these activities.

WHO WILL PAY FOR THE COSTS OF THIS PROXY SOLICITATION?

We will pay the full cost of soliciting proxies. We expect to pay Okapi Partners LLC a fee of approximately $11,000 plus reimbursement of expenses to assist with the solicitation, and we will reimburse intermediaries for their costs in sending proxy materials to beneficial owners.

HOW CAN I SUBMIT A PROPOSAL OR NOMINATE A DIRECTOR FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS?

Rule 14a-8 of the Securities Exchange Act of 1934 (the “Exchange Act”), establishes the eligibility requirements and the procedures that must be followed for a shareholder proposal to be included in a public company’s proxy materials. If you want us to consider including a shareholder proposal in next year’s proxy statement, you must deliver such proposal, in writing, to our Corporate Secretary at our principal executive office on or before November 20, 2025 and comply with applicable eligibility requirements and procedures.

Any other matters, including Director nominations, proposed to be submitted for consideration at the 2026 annual meeting of shareholders (other than a shareholder proposal included in our proxy materials pursuant to Rule 14a-8 under the Exchange Act) must be given in writing to our Corporate Secretary and received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the date we first sent or made these proxy materials available to shareholders.

Therefore, to be presented at our 2026 annual meeting of shareholders, such a proposal must be received on or after November 20, 2025 but not later than December 20, 2025. The proposal must contain specific information required by our By-Laws, which are on file with the U.S. Securities and Exchange Commission (“SEC”) and may be obtained from our Corporate Secretary upon written request. In addition, to comply with the SEC’s universal proxy rules, shareholders who intend to solicit proxies in support of Director nominees other than the Company’s nominees must provide notice in writing to our Corporate Secretary at our principal executive office that sets forth the information required by Rule 14a-19 of the Exchange Act on or before March 9, 2026 in accordance with Rule 14a-19 of the Exchange Act.

The notice and nomination must meet all other qualifications and requirements of the Company’s Corporate Governance Principles, By-Laws and Regulation 14A of the Exchange Act. A Director nominee will be evaluated by the Nominating and Governance Committee using the same standards as it uses for all other Director nominees.

These standards are discussed in further detail under “Information About the Board of Directors and Other Matters — Director Selection and Composition” below.

WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING OF SHAREHOLDERS?

We will announce preliminary voting results at the 2025 Annual Meeting and will publish final results in a Current Report on Form 8-K, which we expect to file with the SEC within four business days after the 2025 Annual Meeting.

HOUSEHOLDING OF PROXY MATERIALS

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more shareholders sharing the same address by delivering a single proxy statement or a single notice addressed to those shareholders. This process, which is commonly referred to as “householding,” provides cost savings for companies.

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We will deliver only one copy of the proxy materials to multiple shareholders sharing an address unless we have received contrary instructions from one or more of those shareholders. We will, upon written or oral request, promptly deliver a separate copy of the proxy materials to a shareholder at a shared address to which single copies of the documents were delivered. You can make such request by writing to: Corporate Secretary, V2X, Inc., 1875 Campus Commons Drive, Suite 305, Reston, VA 20191 or by calling 571-481-2000. Shareholders wishing to receive separate copies of the proxy materials in the future or shareholders sharing an address wishing to receive a single copy of proxy materials in the future may also contact our Corporate Secretary as described above. Copies of our 2024 Annual Report, filed with the SEC, are also available without charge to shareholders upon written request to the Corporate Secretary.

Some brokers also household proxy materials, delivering a single proxy statement or notice to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that it will be sending householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, please notify your broker.

We also make available, free of charge on our website(https://investors.gov2x.com/financials/sec-filings/) all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q, and 8-K.​

INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with SEC rules, we are using the Internet as our primary means of furnishing proxy

materials to shareholders. Because we are using the Internet, most shareholders will not receive paper copies of our proxy materials. We will instead send these shareholders a Notice of Internet Availability with instructions for accessing the proxy materials, including our Proxy Statement and the 2024 Annual Report, and for voting via the Internet. The Notice of Internet Availability also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows, as of March 12, 2025, the beneficial ownership of V2X common stock, and rights and options exercisable within 60 days of that date (May 11, 2025) by each Director or Director nominee, by each of the named executive officers in the Summary Compensation Table, and by all Directors, Director nominees and current executive officers as a group, as well as each person known to us to beneficially own more than 5% of our outstanding common stock.

Each person or entity has reported sole voting and investment power with respect to the shares beneficially owned by that person or entity, except as otherwise indicated. The percentages below for the beneficial owners holding more than 5% are based on the number of shares of our common stock issued and outstanding as of March 12, 2025, and are based solely on the most recent Schedule 13D or 13G filings with the SEC on behalf of such persons.

There were 31,588,494 shares of V2X common stock outstanding on March 12, 2025.

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