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What changed in V2X, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of V2X, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+375 added−383 removedSource: 10-K (2026-02-23) vs 10-K (2025-02-24)

Top changes in V2X, Inc.'s 2025 10-K

375 paragraphs added · 383 removed · 307 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

63 edited+14 added−14 removed35 unchanged
Biggest changeAmong other things, these laws and regulations: • Require compliance with government standards for contract administration, accounting and management internal control systems; • Define allowable and unallowable costs and otherwise govern our right to reimbursement under various flexibly priced U.S. government contracts; • Require certification and disclosure of cost and pricing data in connection with certain contract negotiations; • Require us not to compete for, or to divest ourselves of, work if an organizational conflict of interest exists related to such work that cannot be appropriately mitigated; and • Restrict the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data. 6 Table of Contents U.S. government contracts generally are subject to the Federal Acquisition Regulation (FAR), which sets forth policies, procedures and requirements for the acquisition of goods and services by the U.S. government, agency-specific regulations that implement or supplement FAR, such as the DoD’s Federal Acquisition Regulation Supplement (DFARS), and other applicable laws and regulations.
Biggest changeAmong other things, these laws and regulations: • Require compliance with government standards for contract administration, accounting and management internal control systems; • Define allowable and unallowable costs and otherwise govern our right to reimbursement under various flexibly priced U.S. government contracts; • Require certification and disclosure of cost and pricing data in connection with certain contract negotiations; • Require us not to compete for, or to divest ourselves of, work if an organizational conflict of interest exists related to such work that cannot be appropriately mitigated; and • Restrict the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.
We also provide military and commercial training solutions, including live training systems, technology-enabled augmented and virtual reality, and training aids, devices, simulators, and simulations, to large United States (U.S.) companies and foreign governments using state-of-the-art remote learning platforms.
We also provide military and commercial training solutions including live training systems, technology-enabled augmented and virtual reality, training aids, devices, simulators, and simulations, to large United States (U.S.) companies and foreign governments using state-of-the-art remote learning platforms.
On most of our contracts, a cost-reimbursable element captures consumable materials required for the program. Typically, these costs do not bear fees. On a time-and-materials contract, we are reimbursed for labor at fixed hourly rates and generally reimbursed separately for allowable materials, costs and expenses at cost.
On most of our contracts, a cost-reimbursable element captures consumable materials required for the program. Typically, these costs do not bear fees. On a time-and-materials contract, we are reimbursed for labor cost incurred at fixed hourly rates and generally reimbursed separately for allowable materials, costs and expenses at cost.
We foster a culture of continuous innovation that provides our customers with capabilities that give them a decisive edge. • Expand global presence and markets: With a footprint spanning six continents , V2X is focused on growing our reach in emerging markets, expanding partnerships, and extending our expertise into new domains. • Build on our culture of mission success: Rooted in our commitment to national security, V2X encourages a spirit that empowers our employees to deliver results.
We foster a culture of continuous innovation that provides our customers with capabilities that give them a decisive edge. • Expand global presence and markets: With a footprint spanning seven continents, V2X is focused on growing our reach in emerging markets, expanding partnerships, and extending our expertise into new domains. • Build on our culture of mission success: Rooted in our commitment to national security, V2X encourages a spirit that empowers our employees to deliver results.
The results of these confidential surveys are shared with V2X employees and with management. Additionally, the results of the surveys are scored to form a benchmark against which the results of future surveys will be evaluated. In 2024, V2X engaged our global workforce through structured surveys using a third-party platform to better understand concerns and expectations regarding ethics, and culture.
The results of these confidential surveys are shared with V2X employees and with management. Additionally, the results of the surveys are scored to form a benchmark against which the results of future surveys will be evaluated. In 2025, V2X engaged our global workforce through structured surveys using a third-party platform to better understand concerns and expectations regarding ethics and culture.
At the same facilities where we provide these operational solutions, we offer cutting-edge training to prepare the Warfighter for their mission. Whether designing synthetic training environments or providing subject matter experts, our team is deployed with our customers to ensure they are ready to execute the mission when called upon.
At the same facilities where we provide these operational solutions, we offer cutting-edge training to prepare the Warfighter for missions. Whether designing synthetic training environments or providing subject matter experts, our team is deployed with our customers to ensure they are ready to execute the mission when called upon.
Environmental, health and safety laws and regulations are subject to change, the nature of which is inherently unpredictable, and the timing of potential changes is uncertain.
Environmental, health and safety (EHS) laws and regulations are subject to change, the nature of which is inherently unpredictable, and the timing of potential changes is uncertain.
Mural has served as Senior Vice President and Chief Financial Officer since October 2023. He is responsible for all finance and accounting functions, including controllership, finance operations, planning, tax, treasury, investor relations, and corporate development. Prior to joining the Company, Mr.
Mural 55 Senior Vice President and Chief Financial Officer (CFO) Mr. Mural has served as Senior Vice President and Chief Financial Officer since October 2023. He is responsible for all finance and accounting functions, including controllership, finance operations, planning, tax, treasury, investor relations, and corporate development. Prior to joining the Company, Mr.
Our approach increases the likelihood projects are completed on time and within budget, exceeding customer expectations. • Leverage innovation for differentiated solutions: V2X integrates technologies like 5G and advanced simulation systems to create solutions that address evolving threats and mission requirements.
Our approach increases the likelihood projects are completed on time and within budget, exceeding customer expectations. • Leverage innovation for differentiated solutions: V2X integrates technologies and advanced simulation systems to create solutions that address evolving threats and mission requirements.
We do not expect that any of the contracts subject to renegotiation in 2025 (individually or as a whole) present a significant risk to our business. We believe that relations with our employees and union representatives are positive.
We do not expect that any of the contracts subject to renegotiation in 2026 (individually or as a whole) present a significant risk to our business. We believe that relations with our employees and union representatives are positive.
Mr. Mural graduated from Canisius University where he received a Bachelor’s degree and from the University of Texas at Dallas with a Masters of Business Administration. L. Roger Mason, Jr. 59 Senior Vice President and Chief Growth Officer Roger Mason has served as the Chief Growth Officer since January 2025.
Mr. Mural graduated from Canisius University where he received a Bachelor’s degree and from the University of Texas at Dallas with a Masters of Business Administration. L. Roger Mason, Jr. 60 Senior Vice President and Chief Growth Officer Dr. Mason has served as the Chief Growth Officer since January 2025.
Our Business Strategies Our overarching strategy is to deliver full lifecycle capabilities in support of national security priorities that enhance mission effectiveness, extend utility, lower cost, and improve security and mission outcomes. Our k ey to enabling this strategy are: • Drive performance excellence in execution: V2X delivers operational excellence by maintaining high standards of quality, efficiency, and reliability.
Our Business Strategies Our overarching strategy is to deliver full lifecycle capabilities in support of national security priorities that enhance mission effectiveness, extend utility, lower cost, and improve security and mission outcomes. Key to enabling this strategy is to: • Drive performance excellence in execution: V2X delivers operational excellence by maintaining high standards of quality, efficiency, and reliability.
Learning and Development We provide learning and development opportunities to our employees to support a successful career at V2X. Our on-line V2X University gives employees access to more than 4,000 virtual courses that address such topics as leadership/management and information technology skills, along with organizational and compliance courses required for a defense contractor.
Learning and Development We provide learning and development opportunities to our employees to support a successful career at V2X. Our on-line V2X University gives employees access to more than 5,600 virtual courses that address such topics as leadership/management and information technology skills, along with organizational and compliance courses required for a defense contractor.
This commitment is codified in our COC and our Supplier Code of Conduct. 9 Table of Contents V2X monitors its subcontractors to verify that they are maintaining compliance with CTIP and other provisions in their contracts.
This commitment is codified in our COC and our Supplier Code of Conduct. V2X monitors its subcontractors to verify that they are maintaining compliance with CTIP and other provisions in their contracts.
In the area of situational awareness software and hardware, we specialize in deploying, integrating, and maintaining sensors and complex systems in austere environments. With unmatched expertise, we deliver tailored technologies to meet unique mission requirements, ensuring outcomes and mission effectiveness. Our services include system upgrades, obsolescence management, and DevSecOps to extend service life and enhance performance.
In the area of situational awareness software and hardware, we specialize in deploying, integrating and maintaining sensors and complex systems in austere environments. With our expertise, we deliver tailored technologies to meet unique mission requirements, ensuring outcomes and mission effectiveness. Our services include system upgrades, obsolescence management, and development, security and operations to extend service life and enhance performance.
Prior to being appointed as General Counsel, he served as Deputy General Counsel and Chief Compliance Officer of V2X and prior to the Merger, as General Counsel of Vertex where he helped oversee the company’s legal and contracts teams and was involved in all phases of mergers and acquisitions, resolving both domestic and international disputes, overseeing corporate governance, and providing general business advice.
Prior to being appointed as General Counsel, he served as Deputy General Counsel and Chief Compliance Officer of V2X and as General Counsel of Vertex Aerospace Services Holding Corp., where he helped oversee the company’s legal and contracts teams and was involved in all phases of mergers and acquisitions, resolving both domestic and international disputes, overseeing corporate governance, and providing general business advice.
Our comprehensive EHS program encompasses a range of policies, commitments, and actions that effectively manage occupational health and safety. Our EHS Policy Statement applies to all V2X employees and subcontractors and provides the framework for a safe and healthy workplace. This policy also articulates our drive toward the continuous improvement of our EHS Management System (EHSMS).
Our comprehensive EHS program encompasses a range of policies, commitments, and actions that effectively manage and mitigate environmental, occupational health and safety risks. Our EHS Policy Statement applies to all V2X employees and subcontractors and provides the framework for a safe and healthy workplace. This policy also articulates our drive toward the continuous improvement of our EHSMS.
Smith was a senior equity research associate at Lazard Capital Markets, covering the aerospace and defense, federal government information technology services, and defense technology sectors. He also spent five years with BB&T Capital Markets covering defense and government services and seven years with Raymond James & Associates in various capacities. Mr.
Prior to co-founding The Silverline Group, Mr. Smith was a senior equity research associate at Lazard Capital Markets, covering the aerospace and defense, federal government information technology services, and defense technology sectors. He also spent five years with BB&T Capital Markets covering defense and government services and seven years with Raymond James & Associates in various capacities. Mr.
We design, integrate, and install multi-sensor systems for border security and critical infrastructure protection worldwide. Additionally, we provide expertise in spectrum deconfliction, digital integration, Smart X engineering, and 5G development. Mission Solutions: Our capabilities provide customers with full-spectrum support for logistics, infrastructure sustainment, and contingency operations around the globe.
We design, integrate, and install multi-sensor systems for border security and critical infrastructure protection worldwide. Additionally, we provide expertise in spectrum deconfliction, digital integration, and Smart X engineering. 4 Table of Contents Mission Solutions: Our capabilities provide customers with support for logistics, infrastructure sustainment and contingency operations around the globe.
Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts.
Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. 11 Table of Contents
Integrated Supply Chain Management: Our Integrated Supply Chain Management capabilities include rapid response and deployment at scale, Supply Chain as a Service, smart warehouse management and distribution, and integrated and automated logistics, ensuring efficient and seamless operations. 4 Table of Contents Assured Communications : Our Assured Communications capabilities include full lifecycle network management, network systems installation and activation, and information assurance.
Integrated Supply Chain Management: Our Integrated Supply Chain Management capabilities include rapid response and deployment at scale, smart warehouse management and distribution, and integrated and automated logistics, ensuring efficient and seamless operations. Assured Communications : Our Assured Communications capabilities include full lifecycle network management, network systems installation and activation, and information assurance.
Responses to the 2024 employee engagement surveys indicated that V2X employees generally find the company culture to be collaborative of all perspectives, a great place to work, and that managers’ behaviors were consistent with the V2X Code of Conduct.
Responses to the 2025 employee engagement surveys indicated that V2X employees generally find the company culture to be inclusive of diverse perspectives, a great place to work, and that managers’ behaviors were consistent with the V2X Code of Conduct (COC).
Mason graduated from George Washington University where he received a Bachelor’s degree in physics, from the Kellogg School at Northwestern University with a Masters of Business Administration and from the University of Virginia where he earned a Ph.D. in Engineering Physics. 10 Table of Contents Name Age Current Title(s) Business Experience Richard "Vinny" Caputo 60 Senior Vice President, Aerospace Systems Mr.
Mason graduated from George Washington University where he received a Bachelor’s degree in physics, from the Kellogg School at Northwestern University with a Masters of Business Administration and from the University of Virginia where he earned a Ph.D. in Engineering Physics. Richard "Vinny" Caputo 61 Senior Vice President, Aerospace Systems Mr.
There are typically fewer competitors in the overseas market for each of our services capabilities and they vary from region to region. The U.S. government has implemented policies designed to protect small businesses and under-represented minority contractors. From time to time, certain U.S. government work in the U.S. has been restricted to small businesses, including Alaskan native companies.
There are typically fewer competitors in the overseas market for each of our services capabilities, and they vary from region to region. 5 Table of Contents The U.S. government has implemented policies designed to protect small businesses and under-represented minority contractors.
He also completed the Executive Leadership Programs at The Harvard Business School and the University of Pennsylvania’s Wharton Business School. Jeremy J. Nance 47 Senior Vice President and General Counsel Mr. Nance has served as Senior Vice President and General Counsel since August 2024.
He also completed the Executive Leadership Programs at The Harvard Business School and the University of Pennsylvania’s Wharton Business School. 10 Table of Contents Name Age Current Title(s) Business Experience Jeremy J. Nance 48 Senior Vice President and General Counsel Mr. Nance has served as Senior Vice President and General Counsel since August 2024.
Customers Our strong relationship with the Department of Defense (DoD) and other government agencies is attributable to our dedication to program performance, global responsiveness and operational excellence, as well as to the execution of our core values of integrity, respect, responsibility and professionalism.
Customers Our strong relationship with the Department of War (DoW), also known as the Department of Defense under 10 U.S.C. § 111(a), and other government agencies is attributable to our dedication to program performance, global responsiveness and operational excellence, as well as to the execution of our core values of integrity, respect, responsibility and professionalism.
Some U.S. government customers have shown a preference for multiple award IDIQ contracts. These contracts offer awards to a pool of contractors, followed by competition within the pool for individual programs via task orders under each IDIQ over the period of performance.
These contracts offer awards to a pool of contractors, followed by competition within the pool for individual programs via task orders under each IDIQ over the period of performance.
Health and Safety Our health and safety management system aligns with the ISO 45001 standard and includes the following elements: • Setting annual program-level goals and objectives; • Monitoring relevant legal and customer-specific requirements; • Providing training to employees and contractors on health and safety provisions; • Assessing environmental, health, and safety risks company-wide; • Engaging with the workforce to identify health and safety risks and opportunities; and • Conducting internal audits to evaluate compliance with the employee health and safety (EHS) Plan, legal and other requirements, and best practices.
These sessions focus on high potential talent, diverse talent, and the succession for our most critical roles. 8 Table of Contents Health and Safety Our environmental health and safety management system (EHSMS) aligns with the ISO 14001 and 45001 standards and includes the following elements: • Setting annual program-level goals and objectives; • Monitoring relevant legal and customer-specific requirements; • Providing training to employees and contractors on health and safety provisions; • Assessing EHS risks company-wide; • Engaging with the workforce to identify health and safety risks and opportunities; and • Conducting internal audits to evaluate compliance with the EHS Plan, legal and other requirements, and best practices.
Our telephone number i s (571) 481-2000 and our website add ress is www.goV2X.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports are available on our website, without charge, as soon as reasonably practicable after electronically filed with the Securities and Exchange Commission (SEC).
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports are available on our website, without charge, as soon as reasonably practicable after being electronically filed with the Securities and Exchange Commission (SEC).
Revenue, primarily from U.S. government customers, for the periods presented below was as follows: Year Ended December 31, (In thousands) 2024 2023 2022 Army $ 1,837,843 $ 1,633,525 $ 1,342,406 Navy 1,441,355 1,233,463 713,732 Air Force 481,265 538,698 459,849 Other 561,692 557,440 374,873 Total revenue $ 4,322,155 $ 3,963,126 $ 2,890,860 5 Table of Contents Key customer contracts include the following: • The Logistics Civil Augmentation Program V (LOGCAP V) indefinite delivery and indefinite quantity (IDIQ) contract.
Revenue, primarily from U.S. government customers, for the periods presented below is as follows: Year Ended December 31, (In thousands) 2025 2024 2023 Army $ 1,828,977 $ 1,837,843 $ 1,633,525 Navy 1,479,815 1,441,355 1,233,463 Air Force 570,663 481,265 538,698 Other 600,583 561,692 557,440 Total revenue $ 4,480,038 $ 4,322,155 $ 3,963,126 Key customer contracts include the following: • The Logistics Civil Augmentation Program V (LOGCAP V) indefinite delivery and indefinite quantity (IDIQ) contract.
When working overseas, we must comply not only with applicable U.S. laws and regulations, but also with foreign government laws, regulations and procurement policies and practices, which may differ from U.S. laws, including regulations relating to import-export control, foreign tax considerations, data privacy, foreign labor and environmental law, and anti-corruption.
When working overseas, we must comply not only with applicable U.S. laws and regulations, but also with foreign government laws, regulations and procurement policies and practices, which may differ from U.S. laws, including regulations relating to import-export control, foreign tax considerations, data privacy, foreign labor and environmental law, and anti-corruption. 6 Table of Contents Contracts U.S. government programs generally are implemented by the award of individual contracts to a prime contractor, which may utilize one or more subcontractors.
We continue to operate under one reportable business segment post-Merger. Unless the context otherwise requires or unless stated otherwise, references to "V2X", "we," "us," "our," “combined company”, "the Company" and "our Company" refer to V2X and all of its consolidated subsidiaries.
Unless the context otherwise requires or unless stated otherwise, references to "V2X", "we," "us," "our," "the Company" and "our Company" refer to V2X and all of its consolidated subsidiaries.
Wensinger graduated from Bowling Green State University where he received Bachelor’s degree and from University of South Florida with a Masters of Business Administration and completed The General Managers Program at the Harvard Business School. Shawn M. Mural 54 Senior Vice President and Chief Financial Officer (CFO) Mr.
Prior to joining the Company, Mr. Wensinger served as Chief Operating Officer of Peraton, Inc. from 2017 to 2024. Mr. Wensinger graduated from Bowling Green State University where he received Bachelor’s degree and from University of South Florida with a Masters of Business Administration and completed The General Managers Program at the Harvard Business School. Shawn M.
Environmental, health and safety requirements affect all of our operations, and we have established a comprehensive program that is aligned with recognized standards for environmental and safety management, to address compliance with applicable environmental, health and safety laws and regulations, and the expectations of our customers.
EHS requirements affect all of our operations, and we have established a comprehensive program that is aligned with recognized standards for environmental and safety management to address compliance with applicable EHS laws and regulations, and the expectations of our customers. 7 Table of Contents Human Capital Management We believe our employees are among our most important resources and are critical to our continued success.
Our team of professionals delivers worldwide support, critical infrastructure and logistics for intelligence operations, classified IT, intelligence services, and cybersecurity. Our expertise includes infrastructure engineering, operations and maintenance; life support and emergency services; airfield management; civil engineering; and integrated electronic surveillance. Platform Renewal and Modernization: We provide the engineering, facilities, and skilled workforce required to sustain systems and platforms worldwide.
Our team of professionals delivers worldwide support, critical infrastructure and logistics for intelligence operations, classified information technology (IT), intelligence services, and cybersecurity. Our expertise includes infrastructure engineering, operations and maintenance; life support and emergency services; airfield management; civil engineering; and integrated electronic surveillance.
Prior to joining the Company, he was co-founder and managing director of The Silverline Group, a strategic consulting and advisory services firm that focuses on the aerospace and defense, intelligence, government services, homeland security, and federal civilian markets. Prior to co-founding The Silverline Group, Mr.
He is responsible for the Company's inorganic activities, including merger & acquisition strategy, global treasury and capital markets operations, and investor relations. Prior to joining the Company, he was co-founder and managing director of The Silverline Group, a strategic consulting and advisory services firm that focuses on the aerospace and defense, intelligence, government services, homeland security, and federal civilian markets.
Although the overall scope of work required under the contract may not change, profit may be adjusted as experience is gained and as efficiencies are realized or costs are incurred. 7 Table of Contents The percentage of our total revenue generated from each contract type for the periods presented was as follows: Year Ended December 31, 2024 2023 2022 Cost-plus and cost-reimbursable 58 % 56 % 56 % Firm-fixed-price 39 % 41 % 40 % Time-and-materials 3 % 3 % 4 % Total revenue 100 % 100 % 100 % Backlog For a discussion of our backlog, see Management’s Discussion and Analysis of Financial Condition and Results of Operations - Backlog in Item 7 of Part II of this Annual Report on Form 10-K .
The approximate percentage of our total revenue generated from each contract type for the periods presented was as follows: Year Ended December 31, 2025 2024 2023 Cost-plus and cost-reimbursable 61 % 58 % 56 % Firm-fixed-price 36 % 39 % 41 % Time-and-materials 3 % 3 % 3 % Total revenue 100 % 100 % 100 % Backlog For a discussion of our backlog, see Management’s Discussion and Analysis of Financial Condition and Results of Operations - Backlog in Item 7 of this Annual Report on Form 10-K.
Smith is a CFA® charterholder and graduated from the University of South Florida where he received a Bachelor’s degree with a major in finance and a minor in economics. Available Information Our principal executive offices are located at 1875 Campus Commons Drive, Suite 305, Reston, Virginia, 20191.
Smith is a CFA® charterholder and graduated from the University of South Florida where he received a Bachelor’s degree with a major in finance and a minor in economics. Available Information Our principal executive offices are located at 2100 Reston Parkway, Suite 300, Reston, VA 20191. Our telephone number is (571) 481-2000 and our website address is www.goV2X.com.
This includes mandatory annual training on preventing, identifying, reporting, and stopping any form of unlawful discrimination, unethical behavior, and unacceptable conduct. The V2X COC, along with the incorporated standards of business conduct and ethics, applies to all employees, officers, and directors of V2X. The COC can be accessed via our website (www.goV2X.com) on the Governance Documents page.
Ethics and Compliance All employees are required to adhere to the COC, which establishes standards for appropriate behavior. This includes mandatory annual training on preventing, identifying, reporting, and stopping any form of unlawful discrimination, unethical behavior, and unacceptable conduct. The COC, along with the incorporated standards of business conduct and ethics, applies to all employees, officers, and directors of V2X.
On a cost-plus contract, we are paid our allowable incurred costs plus a fee, which can be fixed or variable depending on the contract’s arrangement, up to funding levels predetermined by our customers. On cost-plus contracts, we do not bear the risks of unexpected cost overruns, provided that we do not incur costs that exceed the predetermined funded amounts.
On a cost-plus contract, we are paid our allowable incurred costs plus a fee, which can be fixed or variable depending on the contract’s arrangement, up to funding levels predetermined by our customers that are often based on available appropriated funds.
Culture and Engagement V2X remains committed to building and implementing global strategies which foster leadership and talent capabilities that will increase culture and engagement opportunities in attracting, retaining and leveraging competencies of our diverse workforce. 8 Table of Contents We are a leading employer of veterans and veteran spouses with more than 38% of our U.S. employees voluntarily reporting a military background, and we have been recognized numerous times in recent years by veteran-focused organizations as a military-friendly employer, including by the National Organization on Disability as a Leading Disability Employer, by the Military Friendly Company as a Top 10 Diversity Supplier and as a Top 10 Military Spouse Employer, and by the Military Times as a Best for Vets Employer.
We are a leading employer of veterans and veteran spouses with more than 27% of our U.S. employees voluntarily reporting a military background, and we have been recognized numerous times in recent years by veteran-focused organizations as a military-friendly employer, including by the National Organization on Disability as a Leading Disability Employer, by the Military Friendly Company as a Top 10 Diversity Supplier and as a Top 10 Military Spouse Employer, and by the Military Times as a Best for Vets Employer.
Through the EHSMS we effectively manage EHS risks and proactively work to prevent work-related injuries, illnesses, and incidents. Our approach includes regular audits, ongoing monitoring of incident rates, and comprehensive training programs for our employees. Utilizing our Incident Management System, we track incidents, near-misses, and potential issues within the workplace, identifying trends in frequency and severity while investigating root causes.
Through the EHSMS we effectively manage EHS risks and proactively work to prevent environmental incidents, work-related injuries, illnesses, and incidents. Our approach includes regular audits, ongoing monitoring of incident rates, and comprehensive training programs for our employees.
V2X conducts routine audits and inspections of employee housing and transportation, interviews employees hired through our subcontractors, and reviews employment contracts and related documentation to further validate our subcontractors' compliance with FAR 52.222-50 and both country of origin and host nation labor laws.
V2X conducts routine audits and inspections of employee housing and transportation, interviews employees hired through our subcontractors, and reviews employment contracts and related documentation to further validate our subcontractors' compliance with FAR 52.222-50 and both country of origin and host nation labor laws. 9 Table of Contents Information about our Executive Officers The following table sets forth certain information regarding our executive officers, including a five-year employment history and any directorships held in public companies.
V2X enables its customers' most important missions by delivering end-to-end capabilities at scale across the world. This provides us with the expertise and ability to act as a trusted partner to bring differentiated integrated solutions that define mission success. As of December 31, 2024, we had approximately 16,100 employees and 6,200 subcontract personnel.
This provides us with the expertise and ability to act as a trusted partner to bring differentiated integrated solutions that define mission success. As of December 31, 2025, we had approximately 16,200 employees and 7,300 subcontract personnel.
Mr. Wensinger has over 35 years of experience in the defense, aerospace and technology industries including leadership positions at Peraton, Inc., PAE, GTSI, Cobham PLC and Harris Corporation. Prior to joining the Company, Mr. Wensinger served as Chief Operating Officer of Peraton, Inc. from 2017 to 2024. Mr.
Name Age Current Title(s) Business Experience Jeremy C. Wensinger 62 President and Chief Executive Officer (CEO), Director Mr. Wensinger has served as President, CEO and director of the Company since June 2024. Mr. Wensinger has over 35 years of experience in the defense, aerospace and technology industries including leadership positions at Peraton, Inc., PAE, GTSI, Cobham PLC and Harris Corporation.
Mr. Nance graduated from Baylor University with a Bachelor’s degree and a Masters of Business Administration and from Baylor University School of Law where he received a Juris Doctorate. Kenneth W. Shreves 62 Senior Vice President, Mission Support Mr. Shreves has served as the Senior Vice President, Mission Support since November 2024.
Mr. Nance graduated from Baylor University with a Bachelor’s degree and a Masters of Business Administration and from Baylor University School of Law where he received a Juris Doctorate. Mel Yeshoalul 51 Senior Vice President and Chief Human Resources Officer Ms. Yeshoalul has served as Senior Vice President and Chief Human Resources Officer since joining the Company in April 2025.
As of December 31, 2024, approximat ely 28% of our employees were represented by 45 collective bargaining agreements with labor unions . In the ordinary course of business, a number of collective bargaining agreements will be subject to renegotiation in a given year.
As of December 31, 2025, we employed approximately 16,200 full-time employees. We also utilized approximately 7,300 subcontract workers. As of December 31, 2025, approximately 30% of our employees were represented by 60 collective bargaining agreements with labor unions. In the ordinary course of business, a number of collective bargaining agreements will be subject to renegotiation in a given year.
Generally, the sales price elements for our contracts are cost-plus, cost-reimbursable, time-and-materials or firm-fixed-price. We commonly have elements of cost-plus, cost-reimbursable and firm-fixed-price contracts on a single contract.
The U.S. government is typically required to equitably adjust a contract for additions to or reductions in scope or other changes, including price, which it directs. Generally, the sales price elements for our contracts are cost-plus, cost-reimbursable, time-and-materials or firm-fixed-price. We commonly have elements of cost-plus, cost-reimbursable and firm-fixed-price contracts on a single contract.
The Company 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. On July 5, 2022 (the Closing Date), Vectrus completed its merger (Merger) with Vertex Aerospace Services Holding Corp., a Delaware corporation (Vertex), thereby forming V2X .
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.
Our capabilities include Aircraft Maintenance & Management; Aviation and Ground Platform Maintenance & Repair; End-to-End Organizational, Intermediate, and Depot-Level Capabilities; four FAA Part 145 Repair Stations; and an AS-9100/9110 Certified Quality Management System (QMS).
Backed by multi-disciplined engineers, we specialize in development, integration, production, repair, and sustainment, covering situational awareness products, missile launchers, and tactical aircraft radar systems and components. Our capabilities include Aircraft Maintenance & Management; Aviation and Ground Platform Maintenance & Repair; End-to-End Organizational, Intermediate, and Depot-Level Capabilities; four FAA Part 145 Repair Stations; and an AS-9100/9110 Certified Quality Management System.
V2X operates across 329 locations in 47 countries and territories, and our key service offerings include: High Impact Readiness: We deliver full life-cycle, innovative training solutions to government clients worldwide, improving outcomes through a holistic approach that combines training solutions with our Mission Solutions to ensure readiness both at home station and while deployed.
We provide customers worldwide with a broad range of technology and service capabilities, supporting national security readiness and modernization efforts. V2X operates across 349 locations in 49 countries and territories, and our key service offerings include: High Impact Readiness: We deliver full life-cycle, innovative training solutions to government clients worldwide, improving outcomes through an approach that ensures readiness.
We participate with these small businesses as a subcontractor for select opportunities. In addition, we rely on our teaming relationships with other prime contractors and subcontractors for large procurements or other opportunities where we believe the combination of services will help us win and perform the contract.
In addition, we rely on our teaming relationships with other prime contractors and subcontractors for large procurements or other opportunities where we believe the combination of services will help us win and execute the contract. Our competitors may consolidate or establish teaming or other relationships among themselves or with third parties to increase their ability to address customers’ needs.
While not every contract is procured via selection of the lowest priced bidder, customers are sensitive to cost based on their budget allocations. Acquisition cycles are long (generally 12 to 24 months), and contracts are typically multi-year contracts that include an initial period of one-year or less with annual one-year (or less) option periods for the remaining contract period.
Acquisition cycles are long (generally 12 to 24 months), and contracts are typically multi-year contracts that include an initial period of one-year or less with annual one-year (or less) option periods for the remaining contract period. Some U.S. government customers have shown a preference for multiple award IDIQ contracts.
Most of our cost-plus contracts also contain a firm-fixed-price element. Cost-plus contracts with award and incentive fee provisions are our primary variable contract fee arrangement. Award fees provide for a fee based on actual performance relative to contractually specified performance criteria. Incentive fees provide for a fee based on the relationship between total allowable and target cost.
Award fees provide for a fee based on actual performance relative to contractually specified performance criteria. Incentive fees are often provided for a fee based on the relationship between total allowable and target cost, and occasionally also based on performance against a discrete objective or outcome.
We were the prime contractor on contracts representing 94%, 94% and 93% of our revenue for the three years ended December 31, 2024, 2023, and 2022, respectively. In other contracts, we team with a prime contractor as a subcontractor. The U.S. Congress usually appropriates funds on a fiscal year basis even though a program may extend across several fiscal years.
In other contracts, we team with a prime contractor as a subcontractor. The U.S. Congress usually appropriates funds on a fiscal year basis even though a program may extend across several fiscal years. Consequently, programs are often only partially funded initially, and additional funds are committed only as the U.S. Congress approves further appropriations.
ITEM 1. BUSINESS Overview V2X , Inc. (V2X or the Company), an Indiana Corporation formed in February 2014, formerly known as Vectrus, Inc. (Vectrus), is a leading provider of critical mission solutions primarily to defense customers in 329 locations and 47 countries and territories worldwide.
ITEM 1. BUSINESS Overview V2X , Inc. (V2X or the Company) is a leading provider of critical mission solutions primarily to defense customers in 349 locations and 49 countries and territories worldwide. V2X enables its customers' most important missions by delivering end-to-end capabilities at scale across the world.
Consequently, programs are often only partially funded initially, and additional funds are committed only as the U.S. Congress approves further appropriations. Prior to the expiration of a contract, if the customer requires further services of the type provided by the contract, it typically begins a competitive rebidding or recompete process.
Prior to the expiration of a contract, if the customer requires further services of the type provided by the contract, it typically begins a competitive rebidding or recompete process. The contracts and subcontracts under a program generally are subject to termination for convenience or adjustment if appropriations for such programs are not available or if they change.
V2X is one of four award recipients of the basic IDIQ contract and has several task orders, including the Kuwait Task Order, Iraq Task Order, INDOPACOM Task Order, among others. ◦ Naval Test Wing Atlantic (NTWL).
V2X is one of four award recipients of the basic IDIQ contract and has several task orders, including the Kuwait Task Order, Iraq Task Order, INDOPACOM Task Order, among others. • The Warfighter Training Readiness Solutions (WTRS) Program is the Army’s largest support and services program for worldwide training systems sustainment as a sole source task order under the ASTRO IDIQ contract.
Our competitors may consolidate or establish teaming or other relationships among themselves or with third parties to increase their ability to address customers’ needs. Competitive bids for the work that V2X pursues are based on technical qualifications and corporate experience in performing contracts of similar size and scope and can be highly price sensitive.
Competitive bids for the work that V2X pursues are based on technical qualifications and corporate experience in performing contracts of similar size and scope and can be highly price sensitive. While not every contract is procured via selection of the lowest priced bidder, customers are sensitive to cost based on their budget allocations.
With vertically integrated capabilities—including organic engineering, supply chain management, manufacturing, rapid prototyping, and FAA Part 145 Repair Stations—our operations span over 1,000,000 square feet of engineering, lab, manufacturing, and repair space. Comprehensive in-house testing, including cyber, E3, environmental, AR/VR, and development labs, is consolidated at our Indianapolis, Indiana facility.
Platform Renewal and Modernization: We provide the engineering, facilities, and skilled workforce required to sustain systems and platforms worldwide. With vertically integrated capabilities - including organic engineering, supply chain management, manufacturing, rapid prototyping, and FAA Part 145 Repair Stations - our operations span over 900,000 square feet of engineering, lab, manufacturing and repair space.
Mason has served on the board of several public, private, and non-profit boards, including Maxar Technologies from 2017 to 2023. Dr.
Mason has served on the board of several public, private, and non-profit boards, and currently serves on the board of directors of SRC, Inc., a not-for-profit research and development company. Dr.
Contracts U.S. government programs generally are implemented by the award of individual contracts to a prime contractor, which may utilize one or more subcontractors. Our Company usually is a prime contractor on long-term contracts that are of a finite duration of generally between three and ten years.
Our Company usually is a prime contractor on long-term contracts that are of a finite duration that may range between three and ten years depending on a multitude of factors. We were the prime contractor on contracts representing 95%, 94% and 94% of our revenue for the three years ended December 31, 2025, 2024, and 2023, respectively.
Supporting approximately 1,690 aircraft, our teams deliver full-spectrum maintenance from flight line to depot with a focus on safety and quality. Backed by multi-disciplined engineers, we specialize in development, integration, production, repair, and sustainment, covering situational awareness products, missile launchers, and tactical aircraft radar systems and components.
Comprehensive in-house testing, including cyber, E3, environmental, AR/VR, and development labs, is consolidated at our Indianapolis, Indiana facility. Supporting approximately 1,690 aircraft, our teams deliver full-spectrum maintenance from flight line to depot with a focus on safety and quality.
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For a description of the Merger, see Note 3, Merger in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K . The Merger created a larger and more diversified company with the ability to compete for more integrated business opportunities and generate revenue across geographies, clients, and contract-types.
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V2X focuses on lifecycle management with modernizing and integrating training systems, networks and services to bolster combat readiness. V2X manages complex training environments from virtual to live training centers. This includes support for all Training Aids, Devices, Simulators, and Simulations, Combat Training Center rotations and digital ranges to enable U.S.
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We provide customers worldwide with a broad range of technology and service capabilities, supporting national security readiness and modernization efforts.
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Army and Warfighter combat readiness. • The T-45 Navy and Marine program provides critical organizational, intermediate, and depot-level maintenance for the T-45 Goshawk trainer aircraft, ensuring readiness through complex repairs, upgrades, and sustainment, including managing the logistics for its 29 unique configurations and supporting its life extension services.
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We provide maintenance in support of the Navy’s test and evaluation aircraft primarily located at NAS Patuxent River, Maryland. ◦ Cobra Dane Radar Maintenance Operation (COBRA DANE). We operate, maintain and upgrade the AN/ FPS-108 radar and associated systems in support of the Strategic Warning and Surveillance Systems in Alaska. Competition Our competition varies depending on our service offerings.
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V2X manages the entire maintenance lifecycle, from day-to-day operations to major overhauls, helping train future Navy and Marine Corps aviators by keeping these essential training jets flying. Competition Our competition varies depending on our service offerings.
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The contracts and subcontracts under a program generally are subject to termination for convenience or adjustment if appropriations for such programs are not available or if they change. The U.S. government is required to equitably adjust a contract for additions to or reductions in scope or other changes, including price, which it directs.
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From time to time, certain U.S. government work in the U.S. has been restricted to small businesses, including Alaskan native companies. We participate with these small businesses as a subcontractor for select opportunities.
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Human Capital Management We believe our employees are among our most important resources and are critical to our continued success. As of December 31, 2024, we employed approximately 16,100 full-time employees. We also utilized approximately 6,200 subcontract workers .
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U.S. government contracts generally are subject to the Federal Acquisition Regulation (FAR), which sets forth policies, procedures and requirements for the acquisition of goods and services by the U.S. government, agency-specific regulations that implement or supplement FAR, such as the DoW’s Federal Acquisition Regulation Supplement (DFARS), and other applicable laws and regulations.
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These sessions focus on high potential talent, diverse talent, and the succession for our most critical roles. We periodically hold senior leadership development events to continually develop leadership and management skills.
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On cost-plus contracts, we often do not bear the risks of unexpected cost overruns, provided that we do not incur costs that exceed the predetermined funding limitation amounts. Most of our cost-plus contracts also contain a firm-fixed-price element. Cost-plus contracts with award and incentive fee provisions are our primary variable contract fee arrangement.
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In 2024 we established the Program Management Executive Committee made up of members of our Program Operations leadership to develop new emerging talent and to facilitate problem solving, as well as additional leadership development for our high potential team members.
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Although the overall scope of work required under the contract may not change, profit may be adjusted as experience is gained and as efficiencies are realized or costs are incurred.
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This ongoing focus on improvement and transparency emphasizes our dedication to creating a safer and healthier work environment for all. Ethics and Compliance All employees are required to adhere to the V2X Code of Conduct (COC), which establishes standards for appropriate behavior.
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Culture and Engagement V2X remains committed to building and implementing global strategies which foster leadership and talent capabilities that will increase culture and engagement opportunities in attracting, retaining and leveraging competencies of our diverse workforce.
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Information about our Executive Officers The following table sets forth certain information regarding our executive officers, including a five-year employment history and any directorships held in public companies. Name Age Current Title(s) Business Experience Jeremy C. Wensinger 61 President and Chief Executive Officer (CEO), Director Mr. Wensinger has served as President, CEO and director of the Company since June 2024.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

134 edited+20 added−33 removed119 unchanged
Biggest changeRisks Related to Our Securities • Investment funds affiliated with American Industrial Partners (AIP) continue to have significant influence over us, which could limit your ability to influence the outcome of key transactions, including a change of control. • Our stock price may be volatile. • Any future offerings of securities, including debt or preferred stock, which would be senior to our common stock, or other equity securities may materially and adversely affect us or our shareholders, including the per share trading price of our common stock. • If our significant shareholders who received shares of our common stock in the Merger sell their shares, the price of our common stock could be materially affected. • We do not currently plan to pay dividends on our common stock, and our indebtedness could limit our ability to pay dividends on our common stock in the future. • Anti-takeover provisions in our organizational documents and Indiana law could delay or prevent a change in control.
Biggest change(Vertex) (Merger) sell their shares, the price of our common stock could be materially affected. • We do not currently plan to pay dividends on our common stock, and our indebtedness could limit our ability to pay dividends on our common stock in the future. • Anti-takeover provisions in our organizational documents and Indiana law could delay or prevent a change in control. 13 Table of Contents RISKS RELATED TO OUR BUSINESS We may not be successful in winning new contracts or recompeting our existing contracts, which could have an adverse impact on our business and prospects.
For example, the amended and restated articles of incorporation and the second amended and restated by-laws, among other things, provide for a classified board, do not permit shareholders to convene special meetings or to remove our directors other than for cause, limit our shareholders' ability to fill vacancies on our Board of Directors and impose advance notice requirements for shareholder proposals and nominations of Directors to be considered at meetings of shareholders.
For example, the amended and restated articles of incorporation and the second amended and restated by-laws, among other things, provide for a classified board, do not permit shareholders to convene special meetings or to remove our directors other than for cause, limit our shareholders' ability to fill vacancies on our Board and impose advance notice requirements for shareholder proposals and nominations of Directors to be considered at meetings of shareholders.
Our level of indebtedness and our ability to make payments on or service our indebtedness could adversely affect our business, financial condition, results of operations, cash flow and liquidity. • Our variable rate indebtedness may expose us to interest rate risks, which could cause our debt costs to increase significantly. • Our debt agreements contain covenants with which we must comply or risk default, or that impose restrictions on us and certain of our subsidiaries that may affect our ability to operate our businesses. • Goodwill represents a significant portion of our assets, and any impairment of these assets could negatively impact our results of operations. • The effects of changes in worldwide economic and capital markets conditions may significantly affect our ability to maintain liquidity or procure capital. • We may not realize as revenue the full amounts reflected in our backlog, which could adversely affect our future revenue and growth. • Unanticipated changes in our tax provisions or exposure to additional U.S. and foreign tax liabilities could affect our profitability.
Risks Related to Our Indebtedness, Financial Condition and Markets • Our level of indebtedness and our ability to make payments on or service our indebtedness could adversely affect our business, financial condition, results of operations, cash flow and liquidity. • Our variable rate indebtedness may expose us to interest rate risks, which could cause our debt costs to increase significantly. • Our debt agreements contain covenants with which we must comply or risk default, or that impose restrictions on us and certain of our subsidiaries that may affect our ability to operate our businesses. • Goodwill represents a significant portion of our assets, and any impairment of these assets could negatively impact our results of operations. • The effects of changes in worldwide economic and capital markets conditions may significantly affect our ability to maintain liquidity or procure capital. • We may not realize as revenue the full amounts reflected in our backlog, which could adversely affect our future revenue and growth. • Unanticipated changes in our tax provisions or exposure to additional U.S. and foreign tax liabilities could affect our profitability.
Some of our services, including those using subcontractors, are performed in high to moderate risk locations, including but not limited to the Middle East and certain parts of Asia and South America, where the country, region or surrounding areas may have unstable governments, or in areas of military conflict, or hostile and unstable environments, including war zones, or at military installations.
Some of our services, including those using subcontractors, are performed in high to moderate risk locations, including but not limited to the Middle East and certain parts of Europe, Asia and South America, where the country, region or surrounding areas may have unstable governments, or in areas of military conflict, or hostile and unstable environments, including war zones, or at military installations.
However, if the geopolitical conditions worsen or if the Company experiences greater than expected inflation in its supply chain and labor costs, then profit margins, and in particular, the profit margin from firm-fixed-price, cost-plus and time-and-materials contracts, which represent a substantial portion of its contracts, could be adversely affected.
However, if the geopolitical conditions change or worsen or if the Company experiences greater than expected inflation in its supply chain and labor costs, then profit margins, and in particular, the profit margin from firm-fixed-price, cost-plus and time-and-materials contracts, which represent a substantial portion of its contracts, could be adversely affected.
We cannot predict how stable our union relationships will be or whether we will be able to successfully renew or negotiate these labor contracts, or enter into new agreements, on terms that are acceptable to us. In addition, the presence of unions may limit our flexibility in managing our workforce.
We cannot predict how stable our union relationships will be or whether we will be able to successfully renew or negotiate these labor contracts, or enter into new agreements, on terms that are acceptable to us. In addition, the presence of unions may limit our flexibility in managing our workforce needs.
In addition, the amended and restated articles of incorporation authorize our Board of Directors to issue one or more series of preferred stock without further action by our shareholders. These provisions may also discourage acquisition proposals or delay or prevent a change in control, which could harm our stock price.
In addition, the amended and restated articles of incorporation authorize our Board to issue one or more series of preferred stock without further action by our shareholders. These provisions may also discourage acquisition proposals or delay or prevent a change in control, which could harm our stock price.
Under the Employee Retirement Income Security Act (ERISA), an employer who contributes to a multiemployer pension plan, absent an applicable exemption or other mitigating circumstance, may also be liable, upon termination or withdrawal from the plan, for its proportionate share of the multiemployer pension plan’s unfunded vested benefit.
Under the Employee Retirement Income Security Act, an employer who contributes to a multiemployer pension plan, absent an applicable exemption or other mitigating circumstance, may also be liable, upon termination or withdrawal from the plan, for its proportionate share of the multiemployer pension plan’s unfunded vested benefit.
The loss of key employees, coupled with an inability to attract new , qualified employees or adequately train employees, or the delay in hiring key personnel could significantly impact our ability to perform under our contracts and could have an adverse effect on our business, results of operations and financial condition.
The loss of key employees, coupled with an inability to attract new, qualified employees or adequately onboard or train employees, or the delay in hiring key personnel could significantly impact our ability to perform under our contracts and could have an adverse effect on our business, results of operations and financial condition.
We rely on our teaming relationships and other arrangements with other prime contractors or subcontractors in order to submit bids for large procurements or other opportunities where we believe the combination of services provided by us and the other companies will help us to win and perform the contract.
We rely on our teaming relationships with other prime contractors or subcontractors in order to submit bids for large procurements or other opportunities where we believe the combination of services provided by us and the other companies will help us to win and perform the contract.
Our stock price may be volatile. The market price of our common stock has been, and is likely to continue to be, highly volatile due to a number of factors, including the volatility of the stock market in general, uncertainty related to major contract awards, the budgetary and political climate, and overall trading liquidity.
The market price of our common stock has been, and is likely to continue to be, highly volatile due to a number of factors, including the volatility of the stock market in general, uncertainty related to major contract awards, the budgetary and political climate, and overall trading liquidity.
To date, the Company has not experienced broad-based material increases from inflation or geopolitical hostilities in the costs of its firm-fixed-price, cost-plus and time-and-materials contracts.
To date, the Company has not experienced broad-based material increases from inflation or geopolitical hostilities or factors in the costs of its firm-fixed-price, cost-plus and time-and-materials contracts.
Summary of Risk Factors Risks Related to Our Business • We may not be successful in winning new contracts or recompeting our existing contracts, which could have an adverse impact on our business and prospects. • Our profitability or performance could suffer if we are unable to recruit and retain qualified personnel or if we are unable to maintain adequate staffing levels for our contracts. • Termination, expiration or non-renewal of our existing U.S. government contracts may adversely affect our business. • We derive a significant portion of our revenue from a concentrated number of large contracts, and the loss or material reduction of any of these contracts could have a material adverse effect on our results of operations and cash flows. • We rely on internal and external information technology systems to conduct our business, and disruption or failure of these systems could adversely affect our business and results of operations. • Competition within our markets may reduce our revenue and market share. • Our earnings and margins may vary based on the mix of our contracts, our performance, and our ability to control costs. • We use estimates in accounting for many of our programs, and changes in our estimates could adversely affect our future financial results. 12 Table of Contents • While firm-fixed-price contracts allow us to benefit from cost savings, these contracts also increase our exposure to the risk of cost overruns. • Uncertainties in the U.S. government defense budget, changes in spending or budgetary priorities or delays in contract awards or collection of our receivables may significantly and adversely affect our financial performance and limit our growth prospects. • We are dependent on the U.S. government and, if our reputation or relationship with the U.S. government was harmed, our revenue and growth prospects could be adversely affected. • Business disruptions caused by natural disasters, global hostilities, pandemics, and other crises could adversely affect our profitability and our overall financial position. • We rely on our information and communications systems in our operations.
Summary of Risk Factors Risks Related to Our Business • We may not be successful in winning new contracts or recompeting our existing contracts, which could have an adverse impact on our business and prospects. • Our profitability or performance could suffer if we are unable to recruit, retain and develop qualified personnel or maintain adequate staffing levels to meet our contract requirements. • Termination, expiration or non-renewal of our existing U.S. government contracts may adversely affect our business. • We derive a significant portion of our revenue from a concentrated number of large contracts, and the loss or material reduction of any of these contracts could have a material adverse effect on our results of operations and cash flows. • We rely on internal and external information technology systems to conduct our business, and disruption or failure of these systems could adversely affect our business and results of operations. • Competition within our markets may reduce our revenue and market share. • Our earnings and margins may vary based on the mix of our contracts, our performance, and our ability to control costs. • We use estimates in accounting for many of our programs, and changes in our estimates could adversely affect our future financial results. • While firm-fixed-price contracts allow us to benefit from cost savings, these contracts also increase our exposure to the risk of cost overruns. • Uncertainties in the U.S. government defense budget, changes in spending or budgetary priorities or delays in contract awards or collection of our receivables may significantly and adversely affect our financial performance and limit our growth prospects. • We are dependent on the U.S. government and, if our reputation or relationship with the U.S. government was harmed, our revenue and growth prospects could be adversely affected. • Business disruptions caused by natural disasters, global hostilities, pandemics, and other crises could adversely affect our profitability and our overall financial position. • We rely on our information and communications systems in our operations.
See Note 13, Income Taxes , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information. In addition, we regularly are under audit by tax authorities. The final determination of tax audits and any related litigation could be materially different from our historical tax provisions and accruals.
See Note 12, Income Taxes , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information. In addition, we regularly are under audit by tax authorities. The final determination of tax audits and any related litigation could be materially different from our historical tax provisions and accruals.
If our reputation is negatively affected, we may lose our ability to conduct business in a foreign country (e.g., loss of business license), lose a required security clearance, or if we are suspended or debarred from contracting with government agencies or any branch of the DoD, our revenue and growth prospects could be adversely impacted.
If our reputation is negatively affected, we may lose our ability to conduct business in a foreign country (e.g., loss of business license), lose a required security clearance, or if we are suspended or debarred from contracting with government agencies or any branch of the DoW, our revenue and growth prospects could be adversely impacted.
We may be required to qualify or continue to qualify under multiple award contracts, and it may be more difficult for us to win future task orders.
We may be required to qualify or continue to qualify under multiple award contracts, and it may be more difficult for us to pursue or win future task orders.
A significant deficiency as defined by the DoD is a “shortcoming in the system that materially affects the ability of officials of the DoD to rely upon information produced by the system that is needed for management purposes.” If we have significant deficiencies and contract payments are withheld, our revenue and financial position may be adversely affected.
A significant deficiency as defined by the DoW is a “shortcoming in the system that materially affects the ability of officials of the DoW to rely upon information produced by the system that is needed for management purposes.” If we have significant deficiencies and contract payments are withheld, our revenue and financial position may be adversely affected.
DoD budget, which is subject to the congressional budget authorization and appropriations process and is difficult to predict. The U.S. Congress usually appropriates funds for a given program on an October 1 to September 30 fiscal year basis, even though contract periods of performance may extend over many years.
DoW budget, which is subject to the congressional budget authorization and appropriations process and is difficult to predict. The U.S. Congress usually appropriates funds for a given program on an October 1 to September 30 fiscal year basis, even though contract periods of performance may extend over many years.
Significant losses could arise in future periods and subcontractor performance deficiencies could result in our termination for default. Our business could be adversely affected by bid protests. We may experience additional costs and delays if our competitors protest or challenge awards of contracts to us in competitive bidding.
Significant losses could arise in future periods and supplier performance deficiencies could result in our termination for default. Our business could be adversely affected by bid protests. We may experience additional costs and delays if our competitors protest or challenge awards of contracts to us in competitive bidding.
Some significant statutes and regulations that affect us include: • The FAR and department or agency-specific regulations that implement or supplement the FAR, such as the DoD’s DFARS, which regulate the formation, administration and performance of U.S. government contracts; • The Truthful Cost or Pricing Data Statute, previously known as the Truth in Negotiations Act, which requires certification and disclosure of cost and pricing data in connection with certain contract negotiations; • The Procurement Integrity Act, which regulates access to competitor bid and proposal information and government source selection information, and our ability to provide compensation to certain former government officials; • The Civil False Claims Act, which provides for substantial civil penalties, including claims for treble damages, for violations, including for submission of a false or fraudulent claim to the U.S. government for payment or approval; 23 Table of Contents • The CTIP Act, which ensures that government contractors and others are fully trained to combat human trafficking pursuant to the National Security Presidential Directive 22; and • The U.S.
Some significant statutes and regulations that affect us include: • The FAR and department or agency-specific regulations that implement or supplement the FAR, such as the DoW’s DFARS, which regulate the formation, administration and performance of U.S. government contracts; • The Truthful Cost or Pricing Data Statute, previously known as the Truth in Negotiations Act, which requires certification and disclosure of cost and pricing data in connection with certain contract negotiations; • The Procurement Integrity Act, which regulates access to competitor bid and proposal information and government source selection information, and our ability to provide compensation to certain former government officials; • The Civil False Claims Act, which provides for substantial civil penalties, including claims for treble damages, for violations, including for submission of a false or fraudulent claim to the U.S. government for payment or approval; • The CTIP Act, which ensures that government contractors and others are fully trained to combat human trafficking pursuant to the National Security Presidential Directive 22; and • The U.S.
As a U.S. government contractor, we are subject to a number of procurement laws and regulations and could be adversely affected by changes in regulations or our failure to comply with these regulations. We operate in a highly regulated environment and must comply with many significant procurement regulations and other requirements.
As a U.S. government contractor, we are subject to a number of procurement laws and regulations and could be adversely affected by changes in regulations or our failure to comply with these regulations. We operate in a highly regulated environment and must comply with many significant procurement regulations, executive orders and other requirements.
If we incur costs in excess of initial estimates or funding on a contract, we generally seek reimbursement for those costs through requests for equitable adjustments (REAs) or claims to the Contracting Officer, the denial of which may be appealed to the Armed Services Board of Contracting Appeals, and make assumptions on what we expect to recover in our financial statements, but we may not be able to negotiate full recovery for these costs.
If we incur costs in excess of initial estimates or funding on a contract, we generally seek reimbursement for those costs through requests for equitable adjustments (REAs) or claims to the Contracting Officer, the denial of which may be appealed by some customers to the Armed Services Board of Contracting Appeals, and make assumptions on what we expect to recover in our financial statements, but we may not be able to negotiate full recovery for these costs.
Uncertain economic conditions heighten the risk of financial stress of our subcontractors, which could adversely impact their ability to meet their contractual requirements to us. If any of our subcontractors fail to timely meet their contractual obligations or have regulatory compliance or other problems, our ability to fulfill our obligations may be jeopardized.
Uncertain economic conditions heighten the risk of financial stress of our suppliers, which could adversely impact their ability to meet their contractual requirements to us. If any of our suppliers fail to timely meet their contractual obligations or have regulatory compliance or other problems, our ability to fulfill our obligations may be jeopardized.
We also employ international personnel and engage with foreign subcontractors and labor brokers, which requires compliance with numerous foreign laws and regulations related to labor, benefits, taxes, insurance and reporting requirements, among others, such as the European Union (EU) General Data Protection Regulation (GDPR).
We also employ international personnel and engage with foreign subcontractors and labor brokers, which requires compliance with numerous foreign laws and regulations related to labor, benefits, taxes, insurance and reporting requirements, among others, such as the EU General Data Protection Regulation (GDPR).
Any of these changes could impact our ability to obtain new contracts or renew our existing contracts when those contracts are recompeted. These initiatives, such as IDIQ contracts, continue to evolve, and the full impact to our business remains uncertain and subject to the way the DoD implements them.
Any of these changes could impact our ability to obtain new contracts or renew our existing contracts when those contracts are recompeted. These initiatives, such as IDIQ contracts, continue to evolve, and the full impact to our business remains uncertain and subject to the way the DoW implements them.
Any of the foregoing could materially and adversely affect our business, financial condition or operations, and our insurance and other risk mitigation mechanisms may not be sufficient to recover the costs. Our contract sites are inherently dangerous workplaces.
Any of the foregoing cybersecurity risks could materially and adversely affect our business, financial condition or operations, and our insurance and other risk mitigation mechanisms may not be sufficient to recover the costs. Our contract sites are inherently dangerous workplaces.
Labor actions, work stoppages or the threat of work stoppages by our union employees or implementation of a work stoppage contingency plan, and our failure to obtain favorable labor contract terms during negotiations, may disrupt our operations, negatively impact our ability to provide services to our customers on a timely basis, and result in higher labor costs, which could in turn negatively impact our reputation, results of operations and financial condition.
Labor actions, including strikes, work stoppages, or even the threat of work stoppages by our union employees or implementation of a work stoppage contingency plan, and our failure to obtain favorable labor contract terms during negotiations, may disrupt our operations, negatively impact our ability to provide services to our customers on a timely basis, and result in higher labor costs, which could in turn negatively impact our reputation, results of operations and financial condition.
A reduction in U.S. government defense spending, changing defense spending priorities or delays in contract or task order awards could potentially reduce our future revenue, earnings and cash flow and have a material impact on our business. 17 Table of Contents We depend on the collection of our receivables to generate cash flow, provide working capital, pay debt and continue our business operations.
A reduction in U.S. government defense spending, changing defense spending priorities or delays in contract or task order awards could potentially reduce our future revenue, earnings and cash flow and have a material impact on our business. We depend on the collection of our receivables to generate cash flow, provide working capital, pay debt and continue our business operations.
Our project sites often put our employees and others in close proximity with mechanized equipment, moving vehicles, and highly regulated materials. Additionally, global pandemics could introduce additional risks to our worksites requiring additional policies and procedures.
Our project sites often put our employees and others in close proximity with mechanized equipment, moving vehicles, and highly regulated materials. Furthermore, global pandemics could introduce additional risks to our worksites requiring additional policies and procedures.
In addition, enforcement of such laws and regulations is increasing and the application, interpretation and enforcement of these laws and regulations are often uncertain, particularly in new and rapidly evolving areas of technology all of which can make compliance challenging and costly, may expose us to related risks and liabilities and could negatively impact our business and financial condition.
In addition, enforcement of such laws and regulations is increasing and the application, interpretation and enforcement of these laws and regulations are often uncertain, particularly in new and rapidly evolving areas of technology, including the use of AI, all of which can make compliance challenging and costly, may expose us to related risks and liabilities and could negatively impact our business and financial condition.
Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations. Goodwill represents a significant portion of our assets, and any impairment of these assets could negatively impact our results of operations. As of December 31, 2024, our goodwill was approximately $1.7 billion, which represented approximately 51.3% of our total assets.
Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations. Goodwill represents a significant portion of our assets, and any impairment of these assets could negatively impact our results of operations. As of December 31, 2025, our goodwill was approximately $1.7 billion, which represented approximately 51.1% of our total assets.
We and our suppliers face a continual risk associated with security events or disruptions described above, as attack vectors and technologies advance in sophistication, including from emerging technologies, such as artificial intelligence or machine learning technologies (collectively, AI). The rapid evolution and increased adoption of AI technologies may intensify our cybersecurity risks.
We and our suppliers face a continual risk associated with security events or disruptions described above, as attack vectors and technologies advance in sophistication, including from emerging technologies, such as artificial intelligence or machine learning technologies (collectively, AI), including third-party AI tools. The rapid evolution and increased adoption of AI technologies may intensify our cybersecurity risks.
In addition, pursuit of these REAs and claims can require significant time and additional costs, including legal fees and expenses, and there is no guarantee that such actions would ultimately be successful.
In addition, pursuit of any REAs and claims can require significant time and additional costs, including legal fees and expenses, and there is no guarantee that such actions would ultimately be successful.
The U.S. government also conducts periodic reviews of U.S. defense strategies and priorities, which may shift DoD budgetary priorities, reduce DoD spending or delay contract or task order awards for defense-related programs.
The U.S. government also conducts periodic reviews of U.S. defense strategies and priorities, which may shift DoW budgetary priorities, reduce DoW spending or delay contract or task order awards for defense-related programs.
Cybersecurity risks continue to increase as various threat actors including nation states, cyber terrorists and hackers, focus efforts to compromise our operational and developmental information technology infrastructure. These threat actors attempt to gain access to sensitive, confidential, proprietary or controlled unclassified information, and may pose threats to physical security.
Cybersecurity risks continue to increase as various threat actors including nation states, cyber terrorists and hackers, focus efforts to compromise our operational and developmental information technology infrastructure. These threat actors attempt to gain access to sensitive, confidential, proprietary or controlled unclassified information, and may pose threats to physical security. Cybersecurity risks are significant and continue to evolve.
Changes in the underlying assumptions, circumstances or estimates could result in adjustments that may adversely affect our future financial results. While firm-fixed-price contracts allow us to benefit from cost savings, these contracts also increase our exposure to the risk of cost overruns .
Changes in the underlying assumptions, circumstances or estimates could result in adjustments that may adversely affect our future financial results. 16 Table of Contents While firm-fixed-price contracts allow us to benefit from cost savings, these contracts also increase our exposure to the risk of cost overruns .
Adverse changes to financial conditions also could jeopardize certain counterparty obligations, including those of our insurers and financial institutions and other third parties. 27 Table of Contents We may not realize as revenue the full amounts reflected in our backlog, which could adversely affect our future revenue and growth.
Adverse changes to financial conditions also could jeopardize certain counterparty obligations, including those of our insurers and financial institutions and other third parties. We may not realize as revenue the full amounts reflected in our backlog, which could adversely affect our future revenue and growth.
Risks Related to Governmental Regulations and Laws • Environmental, health and safety issues could have a material adverse effect on our business, financial position or results of operations. • As a U.S. government contractor, we are subject to a number of procurement laws and regulations and could be adversely affected by changes in regulations or our failure to comply with these regulations. • Our business is subject to audits, reviews, cost adjustments, and investigations by the U.S. government, which, if resolved unfavorably to us, could adversely affect our profitability, cash position or growth prospects. • The DoD continues to modify its business practices, which could have a material effect on its overall procurement processes and adversely impact our current programs and potential new awards. • Our business depends upon obtaining and maintaining required facility security clearance and individual security clearances. • We are subject to legal and regulatory compliance risks associated with operating internationally. • As a U.S. defense contractor, we are subject to security restrictions, which may limit investor insight into portions of our business. 13 Table of Contents • Our business may be negatively impacted if we are unable to adequately protect our intellectual property rights. • Government withholding regulations could adversely affect our operating performance. • We are subject to certain data privacy regulations, which expose us to certain risks if we do not comply with these requirements.
Risks Related to Governmental Regulations and Laws • EHS issues could have a material adverse effect on our business, financial position or results of operations. • As a U.S. government contractor, we are subject to a number of procurement laws and regulations and could be adversely affected by changes in regulations or our failure to comply with these regulations. • Our business is subject to audits, reviews, cost adjustments, and investigations by the U.S. government, which, if resolved unfavorably to us, could adversely affect our profitability, cash position or growth prospects. • The DoW continues to modify its business practices, which could have a material effect on its overall procurement processes and adversely impact our current programs and potential new awards. • Our business depends upon obtaining and maintaining required facility security clearance and individual security clearances. • We are subject to legal and regulatory compliance risks associated with operating internationally. • As a U.S. defense contractor, we are subject to security restrictions, which may limit investor insight into portions of our business. • Our business may be negatively impacted if we are unable to adequately protect our intellectual property rights. • Government withholding regulations could adversely affect our operating performance. • We are subject to certain data privacy regulations, which expose us to certain risks if we do not comply with these requirements.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Significant Contracts" in this Annual Report on Form 10-K. We rely on internal and external information technology systems to conduct our business, and disruption or failure of these systems could adversely affect our business and results of operations.
See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Significant Contracts in this Annual Report on Form 10-K. We rely on internal and external information technology systems to conduct our business, and disruption or failure of these systems could adversely affect our business and results of operations.
We are subject to federal, state, local, and foreign environmental, health and safety laws and regulations, including those governing: climate-related change; air emissions; discharges to water; the management, storage, transportation and disposal of hazardous wastes, petroleum, and other regulated substances; the investigation and cleanup of contaminated property; and the maintenance of a safe and healthy workplace for our employees, contractors, and visitors.
We are subject to federal, state, local, and foreign EHS laws and regulations, including those governing: climate-related change; air emissions; discharges to water; the management, storage, transportation and disposal of hazardous wastes, petroleum, and other regulated substances; the investigation and cleanup of contaminated property; and the maintenance of a safe and healthy workplace for our employees, contractors, and visitors.
Misconduct, fraud or other improper activities by our employees, subcontractors, agents, prime contractors or business partners could have a material adverse impact on our business and reputation.
Misconduct, fraud or other improper activities by our employees, suppliers, agents, prime contractors or business partners could have a material adverse impact on our business and reputation.
In addition, the terms of the agreements governing our current debt limit the payment of dividends and debt that we may incur in the future may also limit the payment of dividends. 29 Table of Contents Anti-takeover provisions in our organizational documents and Indiana law could delay or prevent a change in control.
In addition, the terms of the agreements governing our current debt limit the payment of dividends and debt that we may incur in the future may also limit the payment of dividends. Anti-takeover provisions in our organizational documents and Indiana law could delay or prevent a change in control.
Our reputation and relationship with the U.S. government, and in particular with the branches and agencies of the DoD, are key factors in maintaining and growing this revenue.
Our reputation and relationship with the U.S. government, and in particular with the branches and agencies of the DoW, are key factors in maintaining and growing this revenue.
We also hold licenses from third parties which may be utilized in our business operations. If we are no longer able to license such technology on commercially reasonable terms or otherwise, our business and financial performance could be adversely affected. Government withholding regulations could adversely affect our operating performance.
We also hold licenses from third parties which may be utilized in our business operations. If we are no longer able to license such technology on commercially reasonable terms or otherwise, our business and financial performance could be adversely affected. 25 Table of Contents Government withholding regulations could adversely affect our operating performance.
Our U.S. government contracts operating internationally represented approximately 45% of total revenue for the year ended December 31, 2024. We are subject to a variety of U.S. and foreign laws and regulations, including, without limitation, business compliance, tax and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.
Our U.S. government contracts operating internationally represented approximately 42% of total revenue for the year ended December 31, 2025. We are subject to a variety of U.S. and foreign laws and regulations, including, without limitation, business compliance, tax and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.
Such transactions may dilute our earnings per share, disrupt our ongoing business, distract our management and employees, increase our expenses, perform poorly, subject us to liabilities, and increase our risk of litigation, all of which could harm our business. We depend on our teaming arrangements and relationships with other contractors.
Such transactions may dilute our earnings per share, disrupt our ongoing business, distract our management and employees, increase our expenses, perform poorly, subject us to liabilities, and increase our risk of litigation, all of which could harm our business. 21 Table of Contents We depend on our teaming relationships with other contractors.
Impacts on DoD budgets are a function of many factors beyond our control, including, but not limited to, changes in U.S. procurement policies, budget considerations, the federal debt ceiling, current and future economic conditions, presidential administration and congressional priorities, government shutdowns, continuing resolutions, changing national security and defense requirements, geopolitical developments and actual fiscal year congressional appropriations for defense budgets.
Impacts on DoW budgets are a function of many factors beyond our control, including, but not limited to, changes in U.S. procurement policies, budget considerations, the federal debt ceiling, current and future economic conditions, presidential administration and congressional priorities, government shutdowns, such as the 2025 U.S. federal government shutdown, continuing resolutions, changing national security and defense requirements, geopolitical developments and actual fiscal year congressional appropriations for defense budgets.
Any new developments such as the adoption of new environmental, health and safety laws and regulations could result in material costs and liabilities that we currently do not anticipate and could increase our expenditures and also materially adversely affect our business, financial position or results of operations.
Any new developments such as the adoption of new EHS laws and regulations could result in material costs and liabilities that we currently do not anticipate and could increase our expenditures and also materially adversely affect our business, financial position or results of operations.
Misconduct by any of our employees, subcontractors, agents, prime contractors or business partners or our failure to comply with applicable laws or regulations or with applicable internal policies, procedures and controls could subject us to fines and penalties, loss of security clearance, loss of current and future customer contracts and suspension or debarment from contracting with federal, state or local government agencies, any of which would adversely affect our business, our reputation and our future financial results.
Misconduct by any of our employees, subcontractors, agents, prime contractors or business partners or our failure to comply with applicable laws or regulations or with applicable internal policies, procedures and controls could create a deficiency in internal controls over financial reporting, subject us to fines and penalties, loss of security clearance, loss of current and future customer contracts and suspension or debarment from contracting with federal, state or local government agencies, any of which would adversely affect our business, our reputation and our future financial results.
Any new contracting requirements or procurement methods could be costly or administratively difficult for us to implement and could adversely affect our future revenue, profitability and prospects. Our business depends upon obtaining and maintaining required facility security clearance and individual security clearances.
Any new contracting requirements or procurement methods could be costly or administratively difficult for us to implement and could adversely affect our future revenue, profitability and prospects. 24 Table of Contents Our business depends upon obtaining and maintaining required facility security clearance and individual security clearances.
There can be no assurance that others will not acquire similar or superior technologies sooner than we do or that we will acquire technologies on an exclusive basis or at a significant price advantage.
There can be no assurance that other competitors will not acquire similar or superior technologies sooner than we do or that we will acquire technologies on an exclusive basis or at a significant price advantage.
We utilize, develop, install and maintain a number of information technology systems both for us and for our customers. Additionally, we utilize and rely on external systems maintained by our service providers, including using a managed service provider (MSP) to administer our systems and servers.
We continuously utilize, develop, install and maintain a number of information technology systems, including related processes and procedures, both for us and for our customers. Additionally, we utilize and rely on external systems maintained by our service providers, including using a managed service provider (MSP) to administer our systems and servers.
Our systems reside within cloud service environments which presents various risks, including platform and software as a service providers’ inability to identify or quantify, in a timely manner, specific problems that affect the business functions which impact V2X. 18 Table of Contents Integration and sustainment of existing or new information technology systems, carry a high risk of delays or integration failures.
Many of our systems reside within cloud service environments which present various risks, including platform and software as a service providers’ inability to identify or quantify, in a timely manner, specific problems that affect the business functions which impact V2X. Integration and sustainment of existing or new information technology systems, carry a high risk of delays or integration failures.
Cybersecurity risks are significant and continue to evolve. They include, among others, phishing attempts, ransomware, malware and zero-day attacks attempting to gain unauthorized access to systems or data. Other electronic security events could lead to disruptions in mission critical systems, unauthorized release of personal identifiable information, confidential or otherwise protected unclassified information and corruption of data.
They include, among others, phishing attempts, ransomware, malware and zero-day attacks attempting to gain unauthorized access to systems or data. Other electronic security events could lead to disruptions in mission critical systems, unauthorized release of personal identifiable information, confidential or otherwise protected unclassified information and corruption of data.
Our variable rate indebtedness may expose us to interest rate risks, which could cause our debt costs to increase significantly. Borrowing under the secured credit facilities are at variable rates of interest and will expose us to interest rate risk. As of December 31, 2024, we had approximately $1,138.8 million of aggregate debt outstanding under our secured credit facility.
Our variable rate indebtedness may expose us to interest rate risks, which could cause our debt costs to increase significantly. Borrowing under the secured credit facilities are at variable rates of interest and will expose us to interest rate risk. As of December 31, 2025, we had approximately $1.1 billion of aggregate debt outstanding under our secured credit facility.
As of December 31, 2024, our total backlog was $12.5 billion, which included $2.3 billion in funded backlog. We may not realize the full amount of our backlog as revenue, particularly unfunded backlog and future services where the customer has an option to decline our continued services under a contract.
As of December 31, 2025, our total backlog was $11.1 billion, which included $2.3 billion in funded backlog. We may not realize the full amount of our backlog as revenue, particularly unfunded backlog and future services where the customer has an option to decline our continued services under a contract.
We derive 96% of our revenue from work performed under U.S. government contracts, primarily the DoD, either as a prime contractor or as a subcontractor to other contractors engaged in work for the U.S. government. For the year ended December 31, 2024, we generated approximately 43% of our total revenue from the U.S. Army.
We derive 96% of our revenue from work performed under U.S. government contracts, primarily the DoW, either as a prime contractor or as a subcontractor to other contractors engaged in work for the U.S. government. For the year ended December 31, 2025, we generated approximately 41% of our total revenue from the U.S. Army.
Due to the specialized nature of our business, our future performance and rate of growth is highly dependent upon the continued services of our personnel and executive officers, the development of additional management personnel and the hiring of new qualified technical, marketing, sales, and management personnel for our operations.
Due to the specialized nature of our business, our future performance and rate of growth is highly dependent upon the continued services of our personnel and executive leadership, the development of additional management personnel and the hiring of skilled technical, marketing, sales, and management personnel for our operations.
Certain collective bargaining agreements require us to contribute to their various multiemployer pension plans. For the year ended December 31, 2024, we contributed $18.1 million to multiemployer pension plans.
Certain collective bargaining agreements require us to contribute to their various multiemployer pension plans. For the year ended December 31, 2025, we contributed $18.8 million to multiemployer pension plans.
Furthermore, the actual receipt of revenue from contracts included in our backlog may never occur or may be delayed because: • a program schedule could change, or the program could be canceled; a contract’s funding or scope could be reduced, modified, delayed, or terminated early, including as a result of a lack of appropriated funds or as a result of cost cutting initiatives and other efforts to reduce U.S. government spending or the automatic federal defense spending cuts required by sequestration; • in the case of funded backlog, the period of performance for the contract has expired; or • in the case of unfunded backlog, funding may not be available; or, in the case of priced options, our clients may not exercise their options.
Furthermore, the actual receipt of revenue from contracts included in our backlog may never occur or may be delayed because: • a program schedule could change, or the program could be canceled; a contract’s funding or scope could be reduced, modified, delayed, or terminated early, including as a result of a lack of appropriated funds or as a result of cost cutting initiatives and other efforts to reduce U.S. government spending or the automatic federal defense spending cuts required by sequestration; • in the case of funded backlog, the period of performance for the contract has expired; or • in the case of unfunded backlog, funding may not be available; or, in the case of priced options, our clients may not exercise their options. 27 Table of Contents Unanticipated changes in our tax provisions or exposure to additional U.S. and foreign tax liabilities could affect our profitability.
Our business operations are also subject to additional risks associated with conducting business internationally, including, without limitation: • Political instability in foreign countries; • Terrorist activity by various groups in the areas in which we operate; • Imposition of inconsistent foreign laws, regulations or policies or changes in or interpretations of such laws, regulations or policies; • Currency exchange controls, fluctuations of currency and foreign exchange rates, and currency revaluations; • Conducting business in places where laws, business practices and customs are unfamiliar or unknown; and • Imposition of limitations on or increases in withholding and other taxes on payments by foreign operations.
Our business operations are also subject to additional risks associated with conducting business internationally, including, without limitation: • Political instability in foreign countries; • Terrorist activity by various groups or security threats in regions in which we operate; • Imposition of inconsistent foreign laws, regulations or policies or changes in or interpretations of such laws, regulations or policies; 19 Table of Contents • Currency exchange controls, fluctuations of currency and foreign exchange rates, and currency revaluations; • Conducting business in places where local laws, business practices and customs may be unfamiliar or unknown; and • Imposition of limitations on or increases in withholding and other taxes on payments by foreign operations.
Some of our existing contracts must be recompeted when the original period of performance ends. Recompetes represent opportunities for competitors to take market share away from us. Recompetes also represent opportunities for our customers to obtain more favorable terms from us.
Some of our existing contracts must be recompeted (Recompetes) when the original period of performance ends. Recompetes represent opportunities for competitors to take market share away from us. Recompetes also represent opportunities for our customers to obtain more favorable terms from us that may present finance and performance risk.
Failure to maintain safe work sites and equipment or effectively respond to the impacts of pandemics in our workplaces could result in employee exposures, injuries, or deaths, environmental disasters, reduced profitability, the loss of projects or customers and possible exposure to litigation. • We work in international locations where there are high security risks, which could result in harm to our employees and contractors and the incurrence of substantial costs. • A significant portion of our workforce is represented by labor unions, and our business could be harmed in the event of a prolonged work stoppage. • Integrating Vectrus and Vertex may be more difficult, costly or time-consuming than expected. • We conduct a portion of our operations through joint ventures and other partnerships, exposing us to certain risks and uncertainties, many of which are outside of our control. • Our earnings and margins depend, in part, on subcontractor performance. • Our business could be adversely affected by bid protests. • Misconduct of our employees, subcontractors, agents, prime contractors or business partners could cause us to lose customers and could have a material adverse impact on our business and reputation, adversely affecting our ability to obtain new contracts. • Our success depends, in part, on our ability to work with and manage complex and rapidly changing technologies to meet the needs of our customers. • We may pursue acquisitions and other investments that involve numerous risks and uncertainties. • We depend on our teaming arrangements and relationships with other contractors.
Failure to maintain safe work sites and equipment or effectively respond to the impacts of pandemics in our workplaces could result in employee exposures, injuries, or deaths, environmental disasters, reduced profitability, the loss of projects or customers and possible exposure to litigation. • We work in international locations where there are high security risks, which could result in harm to our employees and contractors and the incurrence of substantial costs. • A significant portion of our workforce is represented by labor unions and conducting business internationally, and our business could be harmed in the event of a prolonged work stoppage. • We conduct a portion of our operations through joint ventures and other partnerships, exposing us to certain risks and uncertainties, many of which are outside of our control. • Our earnings and margins depend, in part, on supplier performance. • Our business could be adversely affected by bid protests. • Misconduct of our employees, suppliers, agents, prime contractors or business partners could cause us to sustain financial or criminal penalties, lose customers and could have a material adverse impact on our business and reputation, adversely affecting our ability to obtain new contracts. • Our success depends, in part, on our ability to work with and manage complex and rapidly changing technologies to meet the needs of our customers. • We may pursue acquisitions and other investments that involve numerous risks and uncertainties. 12 Table of Contents • We depend on our teaming relationships with other contractors.
Our success depends, in part, on our ability to work with and manage complex and rapidly changing technologies to meet the needs of our customers. We design and develop technologically advanced and innovative products and services applied by our customers in various environments.
Our success depends, in part, on our ability to work with and manage complex and rapidly changing technologies to meet the needs of our customers. We design and develop technologically advanced products and services that are applied in various multi-domain environments.
We may experience difficulties in our business operations, or difficulties in operating our business under the ERP, either of which could disrupt our operations, including our ability to timely ship and track product orders, project inventory requirements, manage our supply chain, and otherwise adequately service our customers, and lead to increased costs and other difficulties.
If we fail to maintain current and updated systems, we may experience difficulties in our business operations, or difficulties in operating our business under the ERP, either of which could disrupt our operations, including our ability to timely ship and track product orders, our ability to accurately bill our customers, project inventory requirements, manage our supply chain, and otherwise adequately service our customers, and lead to increased costs and other difficulties.
We are in the process of evaluating our readiness and preparing for the CMMC, but to the extent we are unable to achieve certification in advance of contract awards that specify the requirement in the future, we will be unable to bid on such contract awards or follow-on awards for existing work with the DoD, depending on the level of standard as required for each solicitation, which could adversely impact our business, financial condition and results of operations.
We have achieved CMMC Level 2 self-assessment and are evaluating our readiness and preparing for the CMMC certifications, but to the extent we are unable to achieve the correct level of assessment or certification in advance of contract awards that specify the requirement in the future, we will be unable to bid on such contract awards or follow-on awards for existing work with the DoW, depending on the level of standard as required for each solicitation, which could adversely impact our business, financial condition and results of operations.
In addition, while not currently applicable to V2X, the European Union Corporate Sustainability Reporting Directive requires expansive disclosures on various sustainability topics, and the SEC has issued proposed climate change rules that could impact the Company in the future.
In addition, while not currently applicable to V2X, the EU Corporate Sustainability Reporting Directive requires expansive disclosures on various sustainability topics, and the SEC has adopted climate change rules that could impact the Company in the future.
A significant portion of our workforce is represented by labor unions, and our business could be harmed in the event of a prolonged work stoppage. As of December 31, 2024, approximately 4,500 of our employees, or approximately 28% of our employee base were unionized. We have 45 collective bargaining agreements with labo r unions.
A significant portion of our workforce is represented by labor unions and conducting business internationally, and our business could be harmed in the event of a prolonged work stoppage. As of December 31, 2025, approximately 4,800 of our employees, or approximately 30% of our employee base were unionized. We have 60 collective bargaining agreements with labo r unions.
As of December 31, 2024, we had approximately $1,138.8 million of aggregate debt outstanding, which consists of the First Lien Term Facility and the 2023 Revolver and Term Loan (See Note 10, Debt, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K).
As of December 31, 2025, we had approximately $1.1 billion of aggregate debt outstanding, which consists of the First Lien Term Facility and the 2023 Revolver and Term Loan. See Note 9, Debt , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further information.
A DFARS rule allows withholding of a percentage of payments when a contractor’s business system has one or more significant deficiencies. The DFARS rule applies to CAS-covered contracts that have the DFARS clause in the contract terms and conditions.
A DFARS rule allows withholding of a percentage of payments when a contractor’s business system, including its accounting, purchasing, government property, estimating, and related business systems, has one or more significant deficiencies. The DFARS rule applies to CAS-covered contracts that have the DFARS clause in the contract terms and conditions.
If these implementation activities are not executed successfully or if we encounter significant delays in our implementation efforts, we could experience interruptions to our business operations and processes. 15 Table of Contents We continue to implement a new ERP system, integrate a number of other IT systems into one and expect to continue to otherwise upgrade and expand our IT system capabilities, including SAP S/4HANA.
If these implementation activities are not executed successfully or if we encounter significant delays in our implementation efforts, we could experience interruptions to our business operations and processes. We continue to integrate a number of IT systems into one and expect to continue to otherwise upgrade and expand our IT system capabilities.
If we do not accurately predict, prepare and respond to new technology innovations, market developments and changing customer needs, our revenues, profitability and long-term competitiveness could be materially adversely affected. 21 Table of Contents We may pursue acquisitions and other investments that involve numerous risks and uncertainties.
If we do not accurately predict, prepare and respond to new technology innovations, market developments and changing customer needs, our revenues, profitability and long-term competitiveness could be materially adversely affected. We may pursue acquisitions and other investments that involve numerous risks and uncertainties. We have and may in the future selectively pursue strategic mergers and acquisitions and other investments.
Revenue derived from firm-fixed-price contracts represented approximately 39% of our total revenue for the year ended December 31, 2024. We monitor the impact of rising costs on our active and future government contracts given the current pace of inflation and other geopolitical factors.
Revenue derived from firm-fixed-price contracts represented approximately 36% of our total revenue for the year ended December 31, 2025. We monitor the impact of rising costs on our active and future government contracts given the current pace of inflation, changes in economic conditions, customer practices, and other geopolitical factors.
Termination, expiration or non-renewal of our existing U.S. government contracts may adversely affect our business. Our U.S. government services contracts generally are of a finite duration of five years and usually range between three and ten years.
Termination, expiration or non-renewal of our existing U.S. government contracts may adversely affect our business. Our U.S. government contracts generally are of a finite duration that may range between three and ten years depending on a multitude of factors.
Our Board of Directors may consider such matters as general business conditions, industry practice, our financial condition and performance, our future prospects, our cash needs and capital investment plans, income tax consequences, applicable law and such other factors as our Board of Directors may deem relevant.
Our Board may consider such matters as general business conditions, industry practice, our financial condition and performance, our future prospects, our cash needs and capital investment plans, income tax consequences, applicable law and such other factors as our Board may deem relevant. Additionally, our indebtedness could have important consequences for holders of our common stock.
The declaration of any future cash dividends and, if declared, the amount of any such dividends, will be subject to our financial condition, earnings, capital requirements, financial covenants and other contractual restrictions and to the discretion of our Board of Directors.
We do not currently plan to pay dividends on our common stock. The declaration of any future cash dividends and, if declared, the amount of any such dividends, will be subject to our financial condition, earnings, capital requirements, financial covenants and other contractual restrictions and to the discretion of our Board of Directors (the Board).
In addition, complying or failing to comply with existing or future federal, state, local, and foreign legislation and regulations applicable to our sustainability efforts, which may conflict with one another, could cause us to incur additional compliance and operational costs or increase our risk of litigation, all of which could materially and adversely affect our reputation, business, financial condition and results of operations.
In addition, complying or failing to comply with existing or future federal, state, local, and foreign legislation and regulations applicable to our sustainability efforts, which may conflict with one another, could cause us to incur additional compliance and operational costs or increase our risk of litigation, all of which could materially and adversely affect our reputation, business, financial condition and results of operations. 22 Table of Contents RISKS RELATED TO GOVERNMENTAL REGULATIONS AND LAWS EHS issues could have a material adverse effect on our business, financial position or results of operations.
We will be subject to the DoD Cybersecurity Maturity Model Certification (CMMC) requirements, which will require contractors that process, store, or transmit critical national security information on their information technology systems to receive specific third-party certifications relating to specified cybersecurity standards to be eligible for contract awards.
We are subject to the DoW Cybersecurity Maturity Model Certification (CMMC) requirements, which require contractors that process, store, or transmit Covered Defense Information (CDI) on their information technology systems to self-assess or receive specific third-party certifications relating to specified cybersecurity standards to be eligible for contract awards.
Failure to adequately protect, maintain or enforce our intellectual property rights may adversely limit our competitive position. 25 Table of Contents We cannot provide assurances that others will not independently develop technology substantially similar to our protected technology or that we can successfully preserve our intellectual property rights in the future.
Failure to adequately protect, maintain or enforce our intellectual property rights may adversely limit our competitive position. We cannot provide assurances that others will not independently develop technology substantially similar to our protected technology or that we can successfully preserve our intellectual property rights in the future. Our intellectual property rights could be invalidated, circumvented, challenged, misappropriated or infringed upon.
Additionally, changes in the geographic mix of our revenue, including certain additional foreign taxes resulting from the Merger, could also impact our tax liabilities and affect our overall tax expense and profitability.
Additionally, changes in the geographic mix of our revenue, including certain additional foreign taxes resulting from the Merger, could also impact our tax liabilities and affect our overall tax expense and profitability. RISKS RELATED TO OUR SECURITIES Our stock price may be volatile.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeTechnical Safeguards: The Company implements technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence, as well as through external audits and certifications.
Biggest changeTechnical Safeguards: The Company implements technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence, as well as through external audits and certifications. 29 Table of Contents Third-party Engagements: The Company maintains a comprehensive, risk-based approach to identifying and overseeing material cybersecurity threats presented by our use of third-party vendors, service providers, and other external users of the Company’s systems.
ITEM 1C. CYBERSECURITY The Company’s Board of Directors (the Board) through its audit committee (Audit Committee) is responsible for overseeing the Company’s risk management program. The Company integrates cybersecurity risk management into its broader risk management framework to ensure that cybersecurity considerations form an integral part of our risk management program.
ITEM 1C. CYBERSECURITY The Company’s Board through its audit committee (Audit Committee) is responsible for overseeing the Company’s risk management program. The Company integrates cybersecurity risk management into its broader risk management framework to ensure that cybersecurity considerations form an integral part of our risk management program.
Cybersecurity Risk Management Strategy Identification, Response and Reporting: The Company has adopted a cyber incident response procedure to primarily: • assess, identify and manage material cybersecurity threats and incidents; • comply with our contractual obligation to safeguard covered defense information; and • report on cyber incidents in accordance with the relevant DFARS.
Cybersecurity Risk Management Strategy Identification, Response and Reporting: The Company has adopted a cyber incident response procedure to primarily: • assess, identify and manage material cybersecurity threats and incidents; • comply with our contractual obligation to safeguard CDI; and • report on cyber incidents in accordance with the relevant DFARS.
Our Information Technology (IT) department works closely with the risk management team to evaluate and address cybersecurity risks. The Company’s cybersecurity strategy and risk management processes align with the National Institute of Standards and Technology (NIST) governance requirements and cybersecurity framework.
Our Information Technology department works closely with the risk management team to evaluate and address cybersecurity risks. The Company’s cybersecurity strategy and risk management processes align with the National Institute of Standards and Technology (NIST) and CMMC governance requirements and cybersecurity framework. For additional information on CMMC requirements, see Item 1A.
The Audit Committee reviews the Company’s cybersecurity program, including the review of reports on cyber incident response processes, emerging cybersecurity developments and threats, and cyber risk assessment.
The Audit Committee reviews the Company’s cybersecurity program, including the review of reports on cyber incident response processes, emerging cybersecurity developments and threats, and cyber risk assessment. The Audit Committee meets regularly with management to discuss our cybersecurity program. Management’s Role: Our Chief Information Security Officer (CISO) is primarily responsible for assessing, monitoring and managing our cybersecurity risks.
The Audit Committee meets regularly with management to discuss our cybersecurity program. 30 Table of Contents Management’s Role: Our Chief Information Security Officer (CISO) is primarily responsible for assessing, monitoring and managing our cybersecurity risks. With over 30 years of experience in the field of information technology and cybersecurity, the CISO brings a wealth of expertise to his role.
With over 30 years of experience in the field of information technology and cybersecurity, the CISO brings a wealth of expertise to his role.
Removed
Third-party Engagements: The Company maintains a comprehensive, risk-based approach to identifying and overseeing material cybersecurity threats presented by our use of third-party vendors, service providers, and other external users of the Company’s systems.
Added
Risk Factors - Our business is subject to audits, reviews, cost adjustments, and investigations by the U.S. government, which, if resolved unfavorably to us, could adversely affect our profitability, cash position or growth prospects in this Annual Report on Form 10-K.
Removed
These types of attacks could have a material impact on the Company. To date, we have not encountered cybersecurity challenges that have materially impacted our operations or results of operations.
Added
These types of attacks could have a material impact on the Company. As we previously disclosed, during 2025 we discovered a cybersecurity incident in which an unauthorized third party accessed our internal IT systems. We have determined that the unauthorized third party removed certain data from the Company's IT systems.
Added
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.
Added
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.
Added
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 disruptions, legal actions and regulatory fines, if any, subject to policy limits and deductibles. For additional information, see Item 1A. Risk Factors - We rely on our information and communications systems in our operations.
Added
Security breaches, cybersecurity attacks, and other disruptions could adversely affect our business and results of operations in this Annual Report on Form 10-K. 30 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

4 edited+0 added−0 removed4 unchanged
Biggest changeOur Reston, Colorado Springs, Madison and Indianapolis leased locations have approximately 8,656, 64,335 164,000, and 900,000 square feet, and expire in 2032, 2028, 2030 and 2026, respectively. We consider the properties that we lease to be in good condition and generally suitable for the purposes for which they are used. ITEM 3 .
Biggest changeOur Reston, Colorado Springs, Madison and Indianapolis leased locations have approximately 27,428, 64,335 164,000, and 928,000 square feet, and expire in 2032, 2028, 2030 and 2026 (subject to renewal), respectively. We consider the properties that we lease to be in good condition and generally suitable for the purposes for which they are used. ITEM 3 .
See Note 15, Commitments and Contingencies, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further information.
See Note 14, Commitments and Contingencies, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further information.
Our material locations are the corporate headquarters office located at 1875 Campus Commons Drive, Suite 305, Reston, Virginia and operations offices located at: 2424 Garden of the Gods Road, Colorado Springs, Colorado; 555 Industrial Drive, Madison, Mississippi; and 6125 East 21st Street, Indianapolis, Indiana. These properties are used by our sole operating segment.
Our material locations are the corporate headquarters office located at 2100 Reston Parkway, Suite 300, Reston, Virginia and operations offices located at: 2424 Garden of the Gods Road, Colorado Springs, Colorado; 555 Industrial Drive, Madison, Mississippi; and 6125 East 21st Street, Indianapolis, Indiana. These properties are used by our sole operating segment.
ITEM 2. PROPERTIES We have 329 locations in 47 countries and territories on six continents. Our contract performance typically occurs on the government customer’s facility.
ITEM 2. PROPERTIES We have 349 locations in 49 countries and territories on seven continents. Our contract performance typically occurs on the government customer’s facility.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+2 added−1 removed3 unchanged
Biggest changeSee "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" in this Annual Report on Form 10-K. For a discussion of restrictions on the payment of dividends under our credit agreement, see Note 10, Debt , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
Biggest changeFor a discussion of restrictions on the payment of dividends under our credit agreement, see Note 9, Debt , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
This graph is not deemed to be “filed” with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act) and should not be deemed to be incorporated by reference into any of our prior or subsequent filings under the Securities Act of 1933 as amended (Securities Act), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
This graph is not deemed to be “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act and should not be deemed to be incorporated by reference into any of our prior or subsequent filings under the Securities Act of 1933 as amended (Securities Act), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The declaration and payment of dividends by us are subject to the discretion of our Board of Directors and depend on many factors including our financial condition, earnings, capital requirements, covenants associated with our debt obligations, legal requirements, regulatory constraints and other factors deemed relevant by the Board of Directors.
The declaration and payment of dividends by us are subject to the discretion of our Board and depend on many factors including our financial condition, earnings, capital requirements, covenants associated with our debt obligations, legal requirements, regulatory constraints and other factors deemed relevant by the Board.
In deciding whether to pay future dividends on our common stock, our Board of Directors may take into account such matters as general business conditions, industry practice, our financial condition and performance, our future prospects, our cash needs and capital investment plans, debt levels and requirements, income tax consequences, applicable law and such other factors as our Board of Directors may deem relevant.
In deciding whether to pay future dividends on our common stock, our Board may take into account such matters as general business conditions, industry practice, our financial condition and performance, our future prospects, our cash needs and capital investment plans, debt levels and requirements, income tax consequences, applicable law and such other factors as our Board may deem relevant.
EQUITY COMPENSATION PLAN INFORMATION For a discussion of the securities authorized under our equity compensation plans, see Item 12 of this Annual Report on Form 10-K, which incorporates by reference the information to be disclosed in our definitive proxy statement for our 2025 Annual Meeting of Shareholders. RECENT SALES OF UNREGISTERED SECURITIES None.
EQUITY COMPENSATION PLAN INFORMATION For a discussion of the securities authorized under our equity compensation plans, see Item 12 of this Annual Report on Form 10-K, which incorporates by reference the information to be disclosed in our definitive proxy statement for our 2026 Annual Meeting of Shareholders. RECENT SALES OF UNREGISTERED SECURITIES None.
The graph assumes that $100 had been invested in V2X common stock, the Russell 2000 Index and the S&P Aerospace & Defense Select Industry Index on December 31, 2019 and that all dividends were reinvested. ITEM 6. SELECTED FINANCIAL DATA Reserved.
The graph assumes that $100 had been invested in V2X common stock, the Russell 2000 Index and the S&P Aerospace & Defense Select Industry Index on December 31, 2020 and that all dividends were reinvested. ITEM 6. SELECTED FINANCIAL DATA Reserved.
STOCK PERFORMANCE GRAPH The following graph provides a comparison of the cumulative total shareholder return of our common stock to the returns of the Russell 2000 Index and the S&P Aerospace & Defense Select Industry Index from December 31, 2019 through December 31, 2024 with data points as of December 31 for the years shown.
STOCK PERFORMANCE GRAPH The following graph provides a comparison of the cumulative total shareholder return of our common stock to the returns of the Russell 2000 Index and the S&P Aerospace & Defense Select Industry Index from December 31, 2020 through December 31, 2025 with data points as of December 31 for the years shown.
As of February 19, 2025, there were approximately 3,404 s tockholders of record an d 31.6 million outstanding shares of common stock. To date, we have not declared or paid any dividends on our common stock.
As of February 18, 2026, there were approximately 3,179 s tockholders of record an d 31.2 million outstanding shares of common stock. To date, we have not declared or paid any dividends on our common stock.
Removed
ISSUER PURCHASES OF EQUITY SECURITIES We did not repurchase any of our equity securities for the year ended December 31, 2024.
Added
See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources in this Annual Report on Form 10-K for further information.
Added
ISSUER PURCHASES OF EQUITY SECURITIES The following table sets forth certain information relating to the purchases of our common stock by us and any affiliated purchases during the three months ended December 31, 2025 (in thousands, except per share data): Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs 1 Maximum dollar value of shares that may yet be purchased under the plans or programs September 27, 2025 to October 24, 2025 — — — $ 90,000 October 25, 2025 to November 21, 2025 363,638 $ 55 363,638 $ 70,000 November 22, 2025 to December 31, 2025 — — — $ 70,000 Total 363,638 $ 55 363,638 $ 70,000 1 On May 12, 2025, we announced that our Board authorized the repurchase of up to $100.0 million of our common stock subject to certain conditions, in the open market, in block purchases, or in privately negotiated transactions.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

87 edited+26 added−24 removed46 unchanged
Biggest changeYear Ended December 31, (in thousands) 2024 2023 2022 Operating activities $ 254,237 $ 187,968 $ 93,495 Investing activities (28,650) (22,649) 175,958 Financing activities (24,499) (211,023) (193,236) Foreign exchange 1 (5,418) 2,288 1,337 Net change in cash, cash equivalents and restricted cash $ 195,670 $ (43,416) $ 77,554 1 Impact on cash balances due to changes in foreign exchange rates.
Biggest changeYear Ended December 31, (in thousands) 2025 2024 2023 Operating activities $ 181,992 $ 254,237 $ 187,968 Investing activities (29,584) (28,650) (22,649) Financing activities (51,480) (24,499) (211,023) Foreign exchange 1 (255) (5,418) 2,288 Net change in cash, cash equivalents and restricted cash $ 100,673 $ 195,670 $ (43,416) 1 Impact on cash balances due to changes in foreign exchange rates. 39 Table of Contents Net cash provided by operating activities for the year ended December 31, 2025 consisted of non-cash net income adjusting items (primarily consisting of depreciation and amortization) of $139.5 million, net income of $77.9 million, and net proceeds from the sale of receivables through the MARPA Facility of $57.8 million, partially offset by net cash outflows in working capital accounts of $70.3 million and other long-term assets and liabilities of $23.0 million.
The right to exercise an option period is at the sole discretion of the U.S. government when we are the prime contractor or of the prime contractor when we are a subcontractor. The U.S. government may also extend the term of a program by issuing extensions of bridge contracts, typically for periods of one year or less.
The right to exercise an option period is at the sole discretion of the U.S. government when we are the prime contractor or of the prime contractor when we are a subcontractor. The U.S. government may also extend the term of a program by issuing extensions or bridge contracts, typically for periods of one year or less.
The following table sets forth net cash provided by (used in) operating activities, investing and financing activities.
The following table sets forth net cash provided by (used in) operating, investing and financing activities.
Economic Opportunities, Challenges and Risks The U.S. government’s investment in services and capabilities in response to changing security challenges creates a complex and fluid business environment for V2X and other firms in this market. However, the U.S. continues to face substantial fiscal and economic challenges in addition to a varying political environment which could affect funding.
Economic Opportunities, Challenges and Risks The U.S. government’s investment in services and capabilities in response to changing security challenges creates a complex and fluid business environment for V2X and other firms in this market. The U.S. continues to face substantial fiscal and economic challenges in addition to a varying political environment which could affect funding.
Refer to Note 15, Commitments and Contingencies, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion regarding U.S. government reserve amounts. As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract estimates regularly.
Refer to Note 14, Commitments and Contingencies, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion regarding U.S. government reserve amounts. As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract estimates regularly.
Incorporated, as representatives to several underwriters named therein (the Underwriters), relating to the public offering of a total of 4,500,000 shares of common stock by the Selling Stockholder (the Secondary Offerings) and up to a total of 675,000 additional shares of common stock (the Option Shares) by the Selling Stockholder at the Underwriters’ option at any time on or before the 30th day after the date of the applicable Underwriting Agreement (the Options, and together with the Secondary Offerings, the Offerings).
Incorporated, as representatives to several underwriters named therein (the 2024 Underwriters), relating to the public offering of a total of 4,500,000 shares of common stock by the Selling Stockholder (the 2024 Secondary Offerings) and up to a total of 675,000 additional shares of common stock (the Option Shares) by the Selling Shareholder at the 2024 Underwriters’ option at any time on or before the 30th day after the date of the applicable 2024 Underwriting Agreement (the Options, and together with the 2024 Secondary Offerings, the 2024 Offerings).
V2X believes that its capabilities should help its clients increase efficiency, reduce costs, improve readiness, and strengthen national security and, as a result, continue to allow for long-term profitable growth in the business. Further, the DoD budget remains the largest in the world and management believes the Company's addressable portion of the DoD budget offers substantial opportunity for growth.
V2X believes that its capabilities should help its clients increase efficiency, reduce costs, improve readiness, and strengthen national security and, as a result, continue to allow for long-term profitable growth in the business. Further, the DoW budget remains the largest in the world and management believes the Company's addressable portion of the DoW budget offers substantial opportunity for growth.
On September 11, 2024, the Underwriters notified the Company and the Selling Stockholder that they had elected to exercise the Option with respect to the September Secondary Offering for 300,000 Option Shares. The offering of these Option Shares closed on September 12, 2024. All of these Option Shares were sold by the Selling Stockholder.
On September 11, 2024, the 2024 Underwriters notified the Company and the Selling Shareholder that they had elected to exercise the Option with respect to the September 2024 Secondary Offering for 300,000 Option Shares. The offering of these Option Shares closed on September 12, 2024. All of these Option Shares were sold by the Selling Shareholder.
The Secondary Offerings closed on September 6, 2024 and November 14, 2024, respectively. The Company did not sell any securities in the Secondary Offerings and did not receive any proceeds from the sale of the shares offered by the Selling Stockholder.
The 2024 Secondary Offerings closed on September 6, 2024 and November 14, 2024, respectively. The Company did not sell any securities in the 2024 Secondary Offerings and did not receive any proceeds from the sale of the shares offered by the Selling Shareholder.
We believe that our cash, cash equivalents and restricted cash as of December 31, 2024, as supplemented by operating cash flows, the 2023 Revolver, and the MARPA Facility will be sufficient to fund our anticipated operating costs, capital expenditures and current debt repayment obligations for at least the next 12 months.
We believe that our cash, cash equivalents and restricted cash as of December 31, 2025, as supplemented by operating cash flows, the 2025 Revolver, and the MARPA Facility will be sufficient to fund our anticipated operating costs, capital expenditures and current debt repayment obligations for at least the next 12 months.
Management believes that the accounting estimates employed and the resulting balances are reasonable; however, actual results in these areas could differ from management's estimates under different assumptions or conditions. 40 Table of Co ntents Revenue Recognition We account for revenue following the guidance in Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606).
Management believes that the accounting estimates employed and the resulting balances are reasonable; however, actual results in these areas could differ from management's estimates under different assumptions or conditions. Revenue Recognition We account for revenue following the guidance in Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606).
The forward-looking statements included or incorporated by reference in this report are subject to additional risks and uncertainties further discussed under Item 1A. “Risk Factors” and are based on information available to us on the filing date of this report.
The forward-looking statements included or incorporated by reference in this report are subject to additional risks and uncertainties further discussed under Item 1A. Risk Factors and are based on information available to us on the filing date of this report.
Days sales outstanding (DSO) is a metric used to monitor accounts receivable levels. The Company determines its DSO by calculating the number of days necessary to exhaust its ending accounts receivable balance based on its most recent historical revenue. DSO was 57 and 58 days as of December 31, 2024 and 2023, respectively.
Days sales outstanding (DSO) is a metric used to monitor accounts receivable levels. The Company determines its DSO by calculating the number of days necessary to exhaust its ending accounts receivable balance based on its most recent historical revenue. DSO was 57 days as of both December 31, 2025 and 2024.
Significant Contracts The following table reflects contracts that accounted for more than 10% of total revenue: % of Total Revenue Years Ended December 31, Contract Name 2024 2023 2022 LOGCAP V - Kuwait Task Order 10.4% 12.0% 16.4% Revenue associated with a contract will fluctuate based on increases or decreases in the work being performed on the contract, award fee payment assumptions, and other contract modifications within the term of the contract resulting in changes to the total contract value.
Significant Contracts The following table reflects contracts that accounted for more than 10% of total revenue: % of Total Revenue Years Ended December 31, Contract Name 2025 2024 2023 Logistics Civil Augmentation Program (LOGCAP) V - Kuwait Task Order 9.9% 10.4% 12.0% Revenue associated with a contract will fluctuate based on increases or decreases in the work being performed on the contract, award fee payment assumptions, and other contract modifications within the term of the contract resulting in changes to the total contract value.
New Accounting Standards Updates See Part II, Item 8, Note 2, Recent Accounting Standards Updates , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for information regarding accounting standards updates.
New Accounting Standards Updates See Part IV, Item 15, Note 2, Recent Accounting Standards Updates , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for information regarding accounting standards updates.
These risks and uncertainties include, but are not limited to: our ability to submit proposals for and/or win all potential opportunities in our pipeline; our ability to retain and renew our existing contracts; our ability to compete with other companies in our market; security breaches, cyber-attacks or cyber intrusions, and other disruptions to our information technology and operation; our mix of cost-plus, cost-reimbursable, firm-fixed-price and time-and-materials contracts; maintaining our reputation and relationship with the U.S. government; protests of new awards; economic, political and social conditions in the countries in which we conduct our businesses; changes in U.S. or international government defense budgets, including potential changes from the January 2025 presidential and administration transition in the United States; government regulations and compliance therewith, including changes to the DoD procurement process; changes in technology; our ability to protect our intellectual property rights; governmental investigations, reviews, audits and cost adjustments; contingencies related to actual or alleged environmental contamination, claims and concerns; delays in completion of the U.S. government budget; our success in extending, deepening, and enhancing our technical capabilities; our success in expanding our geographic footprint or broadening our customer base; our ability to realize the full amounts reflected in our backlog; impairment of goodwill; misconduct of our employees, subcontractors, agents, prime contractors and business partners; our ability to control costs; our level of indebtedness; terms of our credit agreement; inflation and interest rate risk; geopolitical risk, including as a result of recent global hostilities; our subcontractors' performance; economic and capital markets conditions; our ability to maintain safe work sites and equipment; our ability to retain and recruit qualified personnel; our ability to maintain good relationships with our workforce and unions; our teaming relationships with other contractors; changes in our accounting estimates; the adequacy of our insurance coverage; volatility in our stock price; changes in our tax provisions or exposure to additional income tax liabilities; risks and uncertainties relating to integrating and refining internal control systems, including ERP and business systems, post-merger; changes in GAAP; and other factors described in Item 1A, “Risk Factors,” and elsewhere in this report and described from time to time in our future reports filed with the SEC.
These risks and uncertainties include, but are not limited to: our ability to submit proposals for and/or win all potential opportunities in our pipeline; our ability to retain and renew our existing contracts; our ability to compete with other companies in our market; security breaches, cyber-attacks or cyber intrusions, and other disruptions to our information technology and operation; our mix of cost-plus, cost-reimbursable, firm-fixed-price and time-and-materials contracts; maintaining our reputation and relationship with the U.S. government; protests of new awards; economic, political and social conditions in the countries in which we conduct our businesses; changes in U.S. or international government defense budgets, including potential changes or uncertainty arising from the U.S. president and administration; government regulations and compliance therewith, including changes to the DoW procurement process; changes in technology; our ability to protect our intellectual property rights; governmental investigations, reviews, audits and cost adjustments; contingencies related to actual or alleged environmental contamination, claims and concerns; delays in completion of the U.S. government budget; our success in extending, deepening, and enhancing our technical capabilities; our success in expanding our geographic footprint or broadening our customer base; our ability to realize the full amounts reflected in our backlog; impairment of goodwill; misconduct of our employees, subcontractors, agents, prime contractors and business partners; our ability to control costs; our level of indebtedness; terms of our credit agreements; inflation and interest rate risk; geopolitical risk, including as a result of recent global hostilities and tariffs; our suppliers' performance; economic and capital markets conditions; our ability to maintain safe work sites and equipment; our ability to retain and recruit qualified personnel; our ability to maintain good relationships with our workforce and unions; our teaming relationships with other contractors; changes in our accounting estimates; the adequacy of our insurance coverage; volatility in our stock price; changes in our tax provisions or exposure to additional income tax liabilities; risks and uncertainties relating to integrating and refining internal control systems, including ERP and business systems; changes in GAAP; and other factors described in Item 1A.
Net cash used in financing activities during the year ended December 31, 2024 consisted of revolver repayments of $1.3 billion, repayments of long-term debt of $15.3 million, payments for employee withholding taxes on share-based compensation of $8.1 million, and payments for debt issuance costs of $1.2 million, partially offset by proceeds from the revolver of $1.3 billion.
Net cash used in financing activities for the year ended December 31, 2024 primarily consisted of revolver repayments of $1.3 billion, repayments of long-term debt of $15.3 million, payments for employee withholding taxes on stock-based compensation of $8.1 million, and payments for debt issuance cost of $1.2 million, partially offset by proceeds from the revolver of $1.3 billion.
We believe that the assumptions and estimates associated with revenue recognition, business combinations, goodwill impairment, intangible assets and income taxes have the greatest potential impact on our financial statements because they are inherently uncertain, involve significant judgments, and include areas where different estimates reasonably could materially impact the financial statements. We discuss below significant critical accounting policies.
We believe that the assumptions and estimates associated with revenue recognition and income taxes have the greatest potential impact on our financial statements because they are inherently uncertain, involve significant judgments, and include areas where different estimates reasonably could materially impact the financial statements. We discuss below significant critical accounting policies.
Net cash provided by operating activities for the year ended December 31, 2024 consisted of cash inflows from non-cash net income items of $149.4 million, cash inflows from the sale of receivables through the MARPA Facility of $146.2 million, and net income of $34.7 million, partially offset by net cash outflows in other long-term assets and liabilities of $54.2 million and net cash outflows in working capital accounts of $21.9 million.
Net cash provided by operating activities for the year ended December 31, 2024 consisted of non-cash net income adjusting items (primarily consisting of depreciation and amortization) of $149.4 million, net proceeds from the sale of receivables through the MARPA Facility of $146.2 million, and net income of $34.7 million, partially offset by net cash outflows in other long-term assets and liabilities of $54.2 million and working capital accounts of $21.9 million.
To date, the Company has not experienced broad-based increases from inflation or geopolitical hostilities in the costs of its fixed-price and time and materials contracts that are material to the business.
To date, the Company has not experienced broad-based increases from inflation or geopolitical hostilities, including as a result of tariffs, in the costs of its fixed-price and time and materials contracts that are material to the business.
For the years ended December 31, 2024, 2023 and 2022, we had total revenue of $4.3 billion, $4.0 billion and $2.9 billion, respectively, the substantial majority of which was derived from U.S. government customers. For the years ended December 31, 2024, 2023 and 2022, we generated approximately 43% , 41% and 46%, respectively, of our total revenue from the U.S.
For the years ended December 31, 2025, 2024 and 2023, the Company had total revenue of $4.5 billion, $4.3 billion and $4.0 billion, respectively, the substantial majority of which was derived from U.S. government customers. For the years ended December 31, 2025, 2024 and 2023, we generated approximately 41%, 43% and 41%, respectively, of our total revenue from the U.S.
These changes can increase or decrease operating income depending on the dynamics of each contract. 33 Table of Contents We recorded an income tax expense of $4.2 million and an income tax benefit of $1.9 million for the years ended December 31, 2024 and 2023, respectively, which represent effective income tax rates of 10.7% and 7.9%, respectively.
These changes can increase or decrease operating income depending on the dynamics of each contract. 33 Table of Contents We recorded income tax expense of $23.0 million and $4.2 million for the years ended December 31, 2025 and 2024, respectively, which represent effective income tax rates of 22.8% and 10.7%, respectively.
Loss on Extinguishment of Debt The Company recorded a $2.0 million loss on extinguishment of debt for the year ended December 31, 2024 and a $22.3 million loss on extinguishment of debt for the year ended December 31, 2023.
Loss on Extinguishment of Debt The Company recorded a $2.5 million loss on extinguishment of debt for the year ended December 31, 2025 and a $2.0 million loss on extinguishment of debt for the year ended December 31, 2024.
See Note 13, Income Taxes , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further information. Further details related to consolidated financial results for the year ended December 31, 2024, compared to the year ended December 31, 2023, are contained in the "Discussion of Financial Results" section.
See Note 12, Income Taxes , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further information. Further details related to consolidated financial results for the year ended December 31, 2025, compared to the year ended December 31, 2024, are contained in the Item 7.
In addition, during the year ended December 31, 2024, we incurred a $2.2 million impairment charge on a non-operating, long-lived asset, primarily due to a decreased fair market value, and a $2.2 million net gain from acquisitions.
In addition, for the year ended December 31, 2024, we incurred a $2.2 million impairment charge on a non-operating, long-lived asset, primarily due to a decreased fair market value, and a $2.2 million net gain from acquisitions. For the year ended December 31, 2025, there were no impairment charges on non-operating, long-lived assets and no net gains from acquisitions.
Income Taxes We determine the provision or benefit for income taxes using the asset and liability approach. Under this approach, deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted tax rates in effect for the year in which we expect the differences will reverse.
Under this approach, deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted tax rates in effect for the year in which we expect the differences will reverse.
Further, given the current level of inflation and geopolitical factors, the Company is monitoring the impact of rising costs on its active and future contracts and its financial results, and actively evaluating opportunities for cost reductions and deleveraging.
Further, given the current level of inflation and geopolitical factors, the Company is monitoring the impact of rising costs on its active and future contracts and its financial results, and actively evaluating opportunities for cost reductions and deleveraging. The Company’s earnings and profitability may vary materially depending on the total mix of contracts.
The Company did not receive any of the proceeds from the sale of these Option Shares by the Selling Stockholder. During the year ended December 31, 2024, we incurred costs of $0.7 million in connection with the Offerings.
The Company did not receive any of the proceeds from the sale of these Option Shares by the Selling Shareholder. During the years ended December 31, 2025 and 2024, we incurred costs of $0.5 million and $0.7 million, respectively, in connection with the secondary offerings.
The effective income tax rate for the year ended December 31, 2023 was due to increased non-deductible compensation, foreign tax expenses, and state income tax expenses which were partially offset by the release of prior year uncertain tax positions and credits.
The difference between the effective income tax rate and the U.S. statutory rate for the year ended December 31, 2024 was due to increased non-deductible compensation, foreign tax expenses and state income tax expenses, partially offset by the release of prior year uncertain tax positions and credits.
Management's Discussion and Analysis of Financial Condition and Results of Operation - Discussion of Financial Results" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, electronically filed with the SEC on EDGAR on March 5, 2024.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Discussion of Financial Results section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, electronically filed with the SEC on EDGAR on February 24, 2025.
The estimated fair value of the Term Loan portion of the 2023 Credit Agreement as of December 31, 2024 was $239.7 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 estimated fair value of the First Lien Credit Agreement as of December 31, 2025 was $896.3 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).
Selling, General & Administrative Expenses SG&A expenses decreased by $26.7 million, or 12.7%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to lower integration-related costs.
Selling, General & Administrative Expenses SG&A expenses decreased by $4.6 million, or 2.5%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to lower integration-related costs.
Income Tax Expense (Benefit) We recorded income tax expense of $4.2 million and income tax benefit of $1.9 million for the years ended December 31, 2024 and 2023, respectively, which represented effective income tax expense rates of 10.7% and 7.9%, for the respective years.
Income Tax Expense We recorded income tax expense of $23.0 million and $4.2 million for the years ended December 31, 2025 and 2024, respectively, which represented effective income tax expense rates of 22.8% and 10.7%, for the respective years.
On May 30, 2024, the First Lien Credit Agreement was amended to provide, among other things, a new tranche of term loans in an aggregate original principal amount of $906.6 million (the New Term Loans), in which the New Term Loans replace or refinance in full all the existing term loans outstanding under the First Lien Term Tranche as in effect immediately prior to the amendment (the Existing Term Loans).
On March 31, 2025, the 2023 Credit Agreement was amended to provide, among other things, a new tranche of term loans in an aggregate original principal amount of $237.5 million (the 2025 Term Loans), which replace or refinance in full all the existing term loans outstanding under the 2023 Credit Agreement in effect immediately prior to the amendment.
The following is a summary of funded and unfunded backlog: As of December 31, (in millions) 2024 2023 Funded backlog $ 2,251 $ 2,778 Unfunded backlog 10,251 10,011 Total backlog $ 12,502 $ 12,789 Funded orders (different from funded backlog) represent orders for which funding was received during the period.
The following is a summary of funded and unfunded backlog: As of December 31, (in millions) 2025 2024 Funded backlog $ 2,303 $ 2,251 Unfunded backlog 8,813 10,251 Total backlog $ 11,116 $ 12,502 34 Table of Contents Funded orders (different from funded backlog) represent orders for which funding was received during the period.
Although we believe our current financing arrangements will permit financing of our operations on acceptable terms and conditions, access to and the availability of financing on acceptable terms and conditions in the future will be impacted by many factors, including but not limited to: (i) our credit ratings, (ii) the liquidity of the overall capital markets, and (iii) the current state of the economy.
Although we believe our current financing arrangements will permit financing of our operations on acceptable terms and conditions, access to and the availability of financing on acceptable terms and conditions in the future will be impacted by many factors, including but not limited to: (i) our credit ratings, (ii) the liquidity of the overall capital markets, (iii) the current state of the economy, and (iv) uncertainties in the U.S. government defense budget and their ability to fund contracts, including those uncertainties arising from a prolonged U.S. government shutdown.
Revenue from our programs in the Middle East, the U.S., and Asia, increased by $205.8 million, $102.6 million, and $62.6 million, respectively, partially offset by a decrease in revenue from our programs in Europe of $12.0 million, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Revenue from our programs in the U.S. increased by $220.6 million, partially offset by a decrease in revenue from our programs in the Middle East, Asia, and Europe of $48.1 million, $13.9 million, and $0.7 million, respectively, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
We received funded orders of $3.8 billion during the year ended December 31, 2024, which was a decrease of $0.4 billion compared to the year ended December 31, 2023. The decrease was due to timing of awards.
We received funded orders of $4.5 billion during the year ended December 31, 2025, which was an increase of $0.7 billion compared to the year ended December 31, 2024. The increase was due to timing of awards.
For the years ended December 31, 2024 and 2023, aggregate cumulative adjustments increased operating income by $24.8 million and $22.7 million, respectively. The aggregate cumulative adjustments for the years ended December 31, 2024 and 2023 related to changes in contract terms, program performance, customer changes in scope of work and changes to estimates in the reported period.
The aggregate cumulative adjustments for the years ended December 31, 2025 and 2024 related to changes in contract terms, program performance, customer changes in scope of work and changes to estimates in the reported period.
We expect our U.S. domestic cash resources will be sufficient to fund our U.S. operating activities and cash commitments for financing activities.
We do not currently expect to repatriate undistributed earnings of foreign subsidiaries. We expect our U.S. domestic cash resources will be sufficient to fund our U.S. operating activities and cash commitments for financing activities.
See Note 10, Debt , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion. 38 Table of Co ntents As of December 31, 2024, the carrying value of the New Term Loans was $899.8 million, excluding deferred discount and unamortized deferred financing costs of $29.8 million.
See Note 9, Debt , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion. As of December 31, 2025, the carrying value of the First Lien Credit Agreement was $890.8 million, excluding deferred discount and unamortized deferred financing costs of $23.9 million.
We believe we have sufficient liquidity to fund operations, acquisitions, capital expenditures and scheduled debt repayments. We expect to fund our ongoing working capital, capital expenditure and financing requirements and pursue additional growth through new business development and potential acquisition opportunities by using cash flows from operations, cash on hand, its credit facilities, and access to capital markets.
We expect to fund our ongoing working capital, capital expenditure and financing requirements and pursue additional growth through new business development and potential acquisition opportunities by using cash flows from operations, cash on hand, credit facilities, and access to capital markets. When necessary, our revolving credit facility and MARPA Facility are available to satisfy short-term working capital requirements.
Net cash used in investing activities for the year ended December 31, 2024 consisted of $16.9 million for the acquisition of businesses and $11.7 million of net capital expenditures for the purchase of software and hardware, vehicles and equipment related to ongoing operations. 39 Table of Co ntents Net cash used in investing activities for the year ended December 31, 2023 consisted of $25.0 million of net capital expenditures for the purchase of computer hardware and software and equipment related to ongoing operations, partially offset by $1.3 million of cash received in a business disposition and $1.0 million of cash received in joint venture distributions.
Net cash used in investing activities for the year ended December 31, 2024 consisted of $16.9 million for the acquisition of businesses and $11.7 million of net capital expenditures for the purchase of software and hardware, vehicles and equipment related to ongoing operations.
Total backlog excludes potential orders under IDIQ contracts and contracts awarded to us that are being protested by competitors with the U.S. Government Accountability Office (GAO) or in the U.S. Court of Federal Claims (COFC). The value of the backlog is based on anticipated revenue levels over the anticipated life of the contract.
Total backlog excludes potential orders under IDIQ contracts and contracts awarded to us that are being protested by competitors with the U.S. Government Accountability Office (GAO) or in the U.S. Court of Federal Claims (COFC) for which a stop work order has been received by the Company.
Net cash used in financing activities during the year ended December 31, 2023 consisted of repayments of long-term debt of $432.6 million, payment of debt issuance costs of $8.8 million, prepayment penalty of $1.6 million, and payments of $18.0 million for employee withholding taxes on share-based compensation, partially offset by proceeds from long-term debt of $250.0 million.
Net cash used in financing activities for the year ended December 31, 2025 primarily consisted of revolver repayments of $662.5 million, purchases of treasury stock of $30.0 million, repayments of long-term debt of $15.0 million, payments for debt issuance costs of $3.9 million, and payments for employee withholding taxes on stock-based compensation of $3.1 million, partially offset by proceeds from the revolver of $662.5 million.
The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. 42 Table of Co ntents We adjust our liability for unrecognized tax benefits in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities.
We adjust our liability for unrecognized tax benefits in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities.
Revenue from our programs in the Middle East, the U.S., and Asia, increased by $205.8 million, $102.6 million, and $62.6 million, respectively, partially offset by a decrease in revenue from our programs in Europe of $12.0 million.
Revenue increased primarily due to the ramp up of several programs. Revenue from our programs in the U.S. increased by $220.6 million, partially offset by a decrease in revenue from our programs in the Middle East, Asia, and Europe of $48.1 million, $13.9 million, and $0.7 million, respectively.
Capital Resources As of December 31, 2024, we held cash, cash equivalents and restricted cash of $268.3 million, which included $35.7 million held by foreign subsidiaries and had $482.5 million of available borrowing capacity under the 2023 Revolver, which expires on February 25, 2028.
Capital Resources As of December 31, 2025, we held cash, cash equivalents and restricted cash of $369.0 million, which included approximately $39.9 million held by foreign subsidiaries, and had $478.5 million of available borrowing capacity under the 2025 Revolver.
For example, global hostilities could create additional demand for our products and services, however, any such demand, and the timing and extent of any incremental contract activity resulting from that demand, remains uncertain.
However, business conditions have become more challenging and uncertain due to macroeconomic and geopolitical conditions, including inflation and rising interest rates, as well as recent international events. For example, global hostilities could create additional demand for our products and services; however, any such demand, and the timing and extent of any incremental contract activity resulting from that demand, remains uncertain.
Cost of Revenue Cost of revenue increased by 350.9 million, or 9.7%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to increases in revenue and changes in contract mix.
Cost of Revenue Cost of revenue increased by $127.5 million, or 3.2%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to the increase in revenue.
LIQUIDITY AND CAPITAL RESOURCES Liquidity We are not aware of any known trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, a material decrease in our liquidity.
For additional information, see Note 12, Income Taxes, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. LIQUIDITY AND CAPITAL RESOURCES Liquidity We are not aware of any known trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, a material decrease in our liquidity.
In addition, other than items discussed, there are no known material trends, favorable or unfavorable, in our capital resources and no expected material changes in the mix of such resources. Our major sources of funding for 2025 and beyond will be our operating cash flow, our existing balances of cash and cash equivalents and proceeds from any issuances of debt.
In addition, other than items discussed, there are no known material trends, favorable or unfavorable, in our capital resources and no expected material changes in the mix of such resources.
The timing of revenue recognition, billings and cash collections results in billed and unbilled accounts receivable (contract assets) and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheets. Amounts are billed as work progresses in accordance with agreed-upon contractual terms at periodic intervals (e.g., biweekly or monthly). Generally, billing occurs subsequent to revenue recognition, resulting in contract assets.
Amounts are billed as work progresses in accordance with agreed-upon contractual terms at periodic intervals (e.g., biweekly or monthly). Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, we may receive advances or deposits from our customers, before revenue is recognized, resulting in contract liabilities.
Actual values may be greater or less than anticipated. Total backlog is converted into revenue as work is performed. The level of order activity related to programs can be affected by the timing of government funding authorizations and their project evaluation cycles. Year-over-year comparisons could, at times, be impacted by these factors, among others.
Actual backlog values may vary due to the level of order activity related to programs, the timing of government funding authorizations or de-obligations of funding. Year-over-year comparisons could, at times, be impacted by these factors, among others.
While customers may reduce the level of services required from us, the Company does not currently anticipate the complete elimination of these services, and the Company continues to focus on contract expansion and capturing new business opportunities. 35 Table of Co ntents However, business conditions have become more challenging and uncertain due to macroeconomic conditions, including inflation and rising interest rates, as well as recent international events.
While customers may reduce the level of services required from us, the Company does not currently anticipate the complete elimination of these services, and the Company continues to focus on contract expansion and capturing new business opportunities.
Merger with Vertex For a discussion of our Merger and related debt and stock-based compensation obligations, see Note 3, Merger , Note 10, Debt and Note 16, Stock-Based Compensation, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
See Note 9, Debt , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion.
For further discussion see Note 10, Debt, in the Notes to Consolidated Financial Statements. 37 Table of Co ntents Interest Expense, Net Interest expense, net for the years ended December 31, 2024 and 2023 was as follows: Year Ended December 31, Change (In thousands, except for percentages) 2024 2023 $ % Interest income $ 1,260 $ 966 $ 294 30.4 % Interest expense (109,160) (123,408) 14,248 (11.5) % Interest expense, net $ (107,900) $ (122,442) $ 14,542 (11.9) % Interest income is related to interest earned on cash and cash equivalents.
For further discussion see Note 9, Debt, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. 37 Table of Contents Interest Expense, Net Interest expense, net for the years ended December 31, 2025 and 2024 was as follows: Year Ended December 31, Change (In thousands, except for percentages) 2025 2024 $ % Interest income $ 2,435 $ 1,260 $ 1,175 93.3 % Interest expense (82,344) (109,160) 26,816 (24.6) % Interest expense, net $ (79,909) $ (107,900) $ 27,991 (25.9) % Interest income is related to interest earned on cash and cash equivalents.
Significant accounting policies used in the preparation of the Consolidated Financial Statements are discussed in Note 1, Description of Business and Summary of Significant Accounting Policies , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
See Note 1, Description of Business and Summary of Significant Accounting Policies, and Note 3, Revenue , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion. Income Taxes We determine the provision or benefit for income taxes using the asset and liability approach.
Secondary Public Offerings On September 4, 2024 and November 12, 2024, we entered into underwriting agreements (the Underwriting Agreements), by and among the Company, Vertex Aerospace Holdco LLC (the Selling Stockholder) and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Robert W. Baird & Co.
The Selling Shareholder and certain affiliates owned approximately 16% of the Company's outstanding common stock as of December 31, 2025. 2024 Secondary Public Offerings On September 4, 2024 and November 12, 2024, we entered into underwriting agreements (the 2024 Underwriting Agreements), by and among the Company, the Selling Shareholder and Goldman Sachs & Co. LLC, Morgan Stanley & Co.
However, if the geopolitical conditions worsen or if the Company experiences greater than expected inflation in its supply chain and labor costs, then profit margins, and in particular, the profit margin from fixed-price and time and materials contracts, which represent a substantial portion of its contracts, could be adversely affected.
However, if the geopolitical conditions worsen or if the Company experiences greater than expected inflation in its supply chain and labor costs, then profit margins, and in particular, the profit margin from fixed-price and time and materials contracts, which represent a substantial portion of its contracts, could be adversely affected. 35 Table of Contents The information provided above does not represent a complete list of trends and uncertainties that could impact the Company's business in either the near or long-term and should be considered along with the risk factors identified under the caption “Risk Factors” identified in Part 1, Item 1A.
These assets and liabilities are reported on the Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period.
These advance billings and payments are not considered significant financing components because they are frequently intended to fund current operating expenses under the contract. These assets and liabilities are reported on the Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period.
Interest expense, net decreased $14.5 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 due to both a decrease in our debt balance and our interest rate swap contracts.
Interest expense, net decreased $28.0 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to a decrease in our debt balance and reduced interest rates resulting from both the January 2, 2025 amendment to the First Lien Credit Agreement and the March 31, 2025 amendment to the 2023 Credit Agreement.
Details related to consolidated financial results for the year ended December 31, 2023, compared to the year ended December 31, 2022 are contained in "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Discussion of Financial Results section in this Annual Report on Form 10-K. Details related to consolidated financial results for the year ended December 31, 2024, compared to the year ended December 31, 2023 are contained in the Item 7.
Army. Executive Summary Our revenue increased by $359.0 million, or 9.1%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. Revenue increased primarily due to organic growth on legacy programs and new program performance.
Army. Executive Summary Our revenue increased by $157.9 million, or 3.7%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. Revenue increased primarily due to the ramp up of several programs.
When necessary, our revolving credit facility and MARPA Facility are available to satisfy short-term working capital requirements. See Note 10, Debt , and Note 18, Sale of Receivable , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion.
For a discussion of the MARPA Facility, see Note 17, Sale of Receivables, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
Other Expense, Net During the year ended December 31, 2024, we incurred purchase discount fees and other expenses of $10.5 million related to the sale of accounts receivable through the Master Accounts Receivable Purchase Agreement (MARPA Facility). For a discussion of the MARPA Facility, see Note 18, Sale of Receivables, in the Notes to Consolidated Financial Statements.
Other Expense, Net For the years ended December 31, 2025 and 2024, other expense, net is primarily comprised of purchase discount fees, net of servicing fees, of $11.2 million and $10.5 million, respectively, related to the sale of accounts receivable through the Master Accounts Receivable Purchase Agreement (MARPA Facility).
The LOGCAP V - Kuwait Task Order is currently exercised through June 30, 2025, with one additional twelve-month option and one six-month option through December 31, 2026. The task order provides services to support the Geographical Combatant Commands and Army Service Component Commands throughout the full range of military operations in the Kuwait region.
The LOGCAP V - Kuwait Task Order provides services to support the Geographical Combatant Commands and Army Service Component Commands throughout the full range of military operations in the Kuwait region. The LOGCAP V - Kuwait Task Order contributed $441.6 million and $450.3 million of revenue for the years ended December 31, 2025 and 2024, respectively .
Operating Income Operating income increased by $34.8 million, or 28.0%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Operating Income Operating income increased by $35.1 million, or 22.0%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024. Operating income as a percentage of revenue was 4.3% for the year ended December 31, 2025, compared to 3.7% for the year ended December 31, 2024.
For additional discussion of the Company’s indebtedness, see Note 10, Debt , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. The cash presented on the Consolidated Balance Sheets consists of U.S. and international cash from wholly-owned subsidiaries.
For further discussion of these amendments see Note 9, Debt, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
The effective income tax rate for the year ended December 31, 2024 was due to increased non-deductible compensation, global intangible low taxed income (GILTI), foreign tax expenses, and state income tax expense which were partially offset by the release of prior year uncertain tax positions, non-taxable income, taxes on gain from acquisitions, and credits.
The difference between the effective income tax rate and U.S. statutory rate for the year ended December 31, 2025 was primarily due to state taxes, foreign taxes and nondeductible expenses, partially offset by the release of prior year uncertain tax positions and tax credits.
Government operations under an extended CR could have potential impacts on the timing and award of new programs and contracts. We anticipate the federal budget will continue to be subject to debate and compromise shaped by, among other things, heightened political tensions, the new Administration and Congress, the debt ceiling, the global security environment, inflationary pressures, and macroeconomic conditions.
While the Administration has announced their proposal for a significant increase in defense spending in FY 2027, we anticipate the federal budget will continue to be subject to debate and compromise shaped by, among other things, heightened political tensions, Congress, the debt ceiling, the global security environment, inflationary pressures, and other macroeconomic conditions.
The estimated fair value of the New Term Loans as of December 31, 2024 was $900.9 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 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). For additional discussion of the Company’s indebtedness, see Note 9, Debt , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
Most of our contracts have terms that would permit recovery of all or a portion of our incurred costs and fees for work performed in the event of a termination for convenience. 34 Table of Contents Total backlog decreased by $0.3 billion in the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to the timing of new awards offset by recognition of revenue.
Most of our contracts have terms that would permit recovery of all or a portion of our incurred costs and fees for work performed in the event of a termination for convenience.
Approximately $35.7 million of our $268.3 million in cash, cash equivalents and restricted cash as of December 31, 2024 is held by foreign subsidiaries and is not available to fund U.S. operations unless repatriated. We do not currently expect to repatriate undistributed earnings of foreign subsidiaries.
The cash presented on the Consolidated Balance Sheets consists of cash held by our wholly owned U.S. and international subsidiaries. Approximately $39.9 million of our $369.0 million in cash, cash equivalents and restricted cash as of December 31, 2025 is held by foreign subsidiaries and is not available to fund U.S. operations unless repatriated.
If the modification either creates new enforceable rights and obligations or changes the existing enforceable rights and obligations, the modification will be treated as a separate contract. Our contract modifications, except for those to exercise option years, have historically not been distinct from the existing contract and have been accounted for as if they were part of that existing contract.
If the modification either creates new enforceable rights and obligations or changes the existing enforceable rights and obligations, the modification will be treated as a separate contract.
Operating income for the year ended December 31, 2024 was $159.2 million, an increase of $34.8 million or 28.0%, compared to the year ended December 31, 2023. Operating income increased primarily due to increases in revenue, along with changes in aggregate cumulative adjustments and decreased selling, general and administrative (SG&A) expenses.
Operating income for the year ended December 31, 2025 was $194.3 million, an increase of $35.1 million or 22.0%, compared to the year ended December 31, 2024. Operating income increased primarily due to the ramp up of several programs, the conclusion of a non-recurring contractual commitment, decreased Selling, General, & Administrative (SG&A) expenses, and favorable contract mix.
These costs are included within selling, general, and administrative expenses on our Consolidated Statement of Income (Loss). 36 Table of Co ntents DISCUSSION OF FINANCIAL RESULTS Selected financial highlights are presented in the table below: Year Ended December 31, Change (In thousands) 2024 2023 $ % Revenue $ 4,322,155 $ 3,963,126 $ 359,029 9.1 % Cost of revenue 3,979,193 3,628,271 350,922 9.7 % % of revenue 92.1 % 91.6 % Selling, general and administrative expenses 183,758 210,439 (26,681) (12.7) % % of revenue 4.3 % 5.3 % Operating income 159,204 124,416 34,788 28.0 % Operating margin 3.7 % 3.1 % Loss on extinguishment of debt (1,998) (22,298) 20,300 * Interest expense, net (107,900) (122,442) 14,542 (11.9) % Other expense, net (10,465) (4,194) (6,271) * Income (loss) before taxes 38,841 (24,518) 63,359 (258.4) % % of revenue 0.9 % (0.6) % Income tax expense (benefit) 4,157 (1,945) 6,102 (313.7) % Effective income tax rate 10.7 % 7.9 % Net income (loss) $ 34,684 $ (22,573) $ 57,257 (253.7) % *Percentage change is not meaningful.
These are accounting and legal fees, and the costs are included within selling, general, and administrative expenses on our Consolidated Statements of Income (Loss). 36 Table of Contents DISCUSSION OF FINANCIAL RESULTS Selected financial highlights are presented in the table below: Year Ended December 31, Change (In thousands) 2025 2024 $ % Revenue $ 4,480,038 $ 4,322,155 $ 157,883 3.7 % Cost of revenue 4,106,656 3,979,193 127,463 3.2 % % of revenue 91.7 % 92.1 % Selling, general and administrative expenses 179,112 183,758 (4,646) (2.5) % % of revenue 4.0 % 4.3 % Operating income 194,270 159,204 35,066 22.0 % Operating margin 4.3 % 3.7 % Loss on extinguishment of debt (2,527) (1,998) (529) 26.5 % Interest expense, net (79,909) (107,900) 27,991 (25.9) % Other expense, net (10,931) (10,465) (466) 4.5 % Income before taxes 100,903 38,841 62,062 159.8 % % of revenue 2.3 % 0.9 % Income tax expense 23,021 4,157 18,864 453.8 % Effective income tax rate 22.8 % 10.7 % Net income $ 77,882 $ 34,684 $ 43,198 124.5 % Revenue Revenue increased by $157.9 million, or 3.7%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Backlog Total backlog includes remaining performance obligations, consisting of both funded backlog (firm orders for which funding is contractually authorized and appropriated by the customer) and unfunded backlog (firm orders for which funding is not currently contractually obligated by the customer and unexercised contract options).
Backlog Backlog represents revenue we expect to recognize in the future as work is performed for remaining performance obligations for our contracts. Backlog includes funded amounts (funding is contractually authorized and appropriated by the customer) and unfunded amounts (amounts not currently contractually obligated by the customer).
Estimates are revised as additional information becomes available. Management believes that the accounting estimates employed and the resulting balances are reasonable; however, actual results in these areas could differ from management's estimates under different assumptions or conditions.
Management believes that the accounting estimates employed, and the resulting balances, are reasonable; however, actual results in these areas could differ from management's estimates under different assumptions or conditions. 40 Table of Contents Significant accounting policies used in the preparation of the Consolidated Financial Statements are discussed in Note 1, Description of Business and Summary of Significant Accounting Policies , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
As of December 31, 2024, the fair value of the 2023 Revolver approximated the carrying value because the debt bears a floating interest rate. As of December 31, 2024, the carrying value of the Term Loan portion of the 2023 Credit Agreement was $239.1 million, excluding unamortized deferred financing costs of $1.6 million.
Unamortized deferred financing costs related to the 2025 Revolver of $4.0 million are included in other non-current assets in the Consolidated Balance Sheets as of December 31, 2025. As of December 31, 2025, the fair value of the 2025 Revolver approximated the carrying value because the debt bears a floating interest rate.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−2 removed2 unchanged
Biggest changeFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See Index to Consolidated Financial Statements herein. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
Biggest changeFor additional information on our interest rate contracts, refer to Note 10, Derivative Instruments , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See Index to Consolidated Financial Statements herein. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
Changes in the variable interest rates to be paid pursuant to the terms of the interest rate swap agreements will have a corresponding effect on future cash flows. For additional information regarding our derivative instruments, see Note 11, Derivative Instruments , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
Changes in the variable interest rates to be paid pursuant to the terms of the interest rate swap agreements will have a corresponding effect on future cash flows. For additional information regarding our derivative instruments, see Note 10, Derivative Instruments , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Earnings, cash flows and financial position are exposed to market risks relating to fluctuations in interest rates and foreign currency exchange rates. All potential changes noted below are based on information available at December 31, 2024.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Earnings, cash flows and financial position are exposed to market risks relating to fluctuations in interest rates and foreign currency exchange rates. All potential changes noted below are based on information available at December 31, 2025.
Interest Rate Risk Each one percentage point change associated with the variable rate Vertex First Lien Credit Agreement would result in a $7.1 million change in the related annual cash interest expenses.
Interest Rate Risk Each one percentage point change associated with the variable rate First Lien Credit Agreement would result in a $7.0 million change in the related annual cash interest expense.
Assuming the 2023 Revolver was fully drawn to a principal amount equal to $500.0 million , each one percentage point change in interest rates would result in a $5.1 million change in annual cash interest expense. As of December 31, 2024, the notional value of the Company's interest rate swap agreements totaled $439.1 million .
Assuming the 2025 Revolver was fully drawn to a principal amount equal to $500.0 million , each one percentage point change in interest rates would result in a $5.1 million change in annual cash interest expense. 42 Table of Contents As of December 31, 2025, the notional value of the Company's interest rate swap agreements totaled $428.1 million .
Removed
In the past, we entered into forward foreign exchange contracts to buy or sell various foreign currencies to selectively protect against volatility in the value of non-functional currency denominated monetary assets and liabilities. The impact of the related contracts on our Consolidated Statements of Income and our Consolidated Balance Sheets was immaterial and related hedging was discontinued.
Removed
Our forward contracts expired in January 2022 and no such contracts are outstanding as of December 31, 2024. For additional information on our interest rate and foreign currency hedge contracts, refer to Note 11, Derivative Instruments , in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. ITEM 8.

Other VVX 10-K year-over-year comparisons