What the changes say
- Major shareholders reduced their stake from 45% to 16.1%, bringing stock float and dilution risks into focus.
- Debt levels remain around $1.1 billion, with disclosures updated on refinancing and variable rates.
- LOGCAP V Kuwait Task Order revenue contribution shifted slightly to $441.6 million, or 9.9% of revenue.
What changed since the prior 10-K
New
- NewRISKS RELATED TO OUR BUSINESS
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
Workplace safety hazards at our contract sites involving mechanized equipment and regulated materials could cause employee injuries or environmental disasters.
- NewRISKS RELATED TO OUR BUSINESS
Our earnings and margins depend, in part, on supplier performance
Supplier disruptions, subcontractor disputes, or vendor financial stress could impair our ability to meet prime contract commitments.
- NewRISKS RELATED TO OUR SECURITIES
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
Significant shareholders reduced their stake from 45% to 16.1% in 2025, and further sales could depress our common stock price.
- NewRISKS RELATED TO OUR SECURITIES
All of the shares of our common stock issued in connection with the completion of the Merger are available for resale in the public market, including pursuant to an effective registration statement that the Company filed for these shareholders
All merger-related shares are now registered for public resale, risking potential dilution and downward pressure on our stock price.
Dropped
- DroppedRISKS RELATED TO OUR BUSINESS
If we are unable to win a particular new contract, we may be prevented from providing the customer the services that are purchased under that contract for a number of years
- DroppedRISKS RELATED TO OUR BUSINESS
Integrating Vectrus and Vertex may be more difficult, costly or time-consuming than expected
Inability to win new contracts or handle competitive recompetes.
- DroppedRISKS RELATED TO OUR BUSINESS
We rely on third-party subcontractors to perform some of the services that we provide to our customers. Disruptions or performance problems caused by our subcontractors could have an adverse effect on our ability as a prime contractor or higher tier subcontractor to meet our commitments to customers
- DroppedRISKS 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
- DroppedRISKS RELATED TO OUR SECURITIES
During 2024, our significant shareholders who received shares of our common stock in connection with the Merger sold some of their shares. If they choose to sell a significant number of additional shares, such sales could have a material impact on the market price for our common stock
Reworded
- 72% rewrittenRISKS 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
Expanded details on competitive bidding risks and vague contract solicitations.
- 63% rewrittenRISKS RELATED TO OUR BUSINESS
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
Added specific risks regarding flawed AI algorithms and insufficient training datasets.
- 59% rewrittenRISKS RELATED TO OUR BUSINESS
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
Refined language regarding executive leadership and succession planning for skilled technical personnel.
Was: 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
- 51% rewrittenRISKS RELATED TO OUR BUSINESS
We rely on our information and communications systems in our operations. Security breaches, cybersecurity attacks, and other disruptions could adversely affect our business and results of operations
Added specific cybersecurity threats including phishing, ransomware, malware, and zero-day attacks.
- 45% rewrittenRISKS RELATED TO OUR SECURITIES
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
Added a warning that company indebtedness could limit future dividend payments.
- 43% rewrittenRISKS RELATED TO OUR INDEBTEDNESS, FINANCIAL CONDITION AND MARKETS
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
Updated total debt to approximately $1.1 billion as of December 31, 2025, and added refinancing and preferred stock dilution risks.
Was: 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)
- 38% rewrittenRISKS RELATED TO 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
Updated LOGCAP V Kuwait Task Order figures to $441.6 million, representing 9.9% of 2025 revenue, extending through June 2030.
- 33% rewrittenRISKS RELATED TO OUR INDEBTEDNESS, FINANCIAL CONDITION AND MARKETS
Our variable rate indebtedness may expose us to interest rate risks, which could cause our debt costs to increase significantly
Updated total debt to approximately $1.1 billion and noted $450.0 million in interest rate swaps as of December 31, 2025.
- 32% rewrittenRISKS RELATED TO OUR BUSINESS
Termination, expiration or non-renewal of our existing U.S. government contracts may adversely affect our business
- 29% rewrittenRISKS RELATED TO OUR BUSINESS
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
Was: 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
- 27% rewrittenRISKS RELATED TO OUR BUSINESS
While firm-fixed-price contracts allow us to benefit from cost savings, these contracts also increase our exposure to the risk of cost overruns
- 26% rewrittenRISKS RELATED TO OUR BUSINESS
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
- 26% rewrittenRISKS RELATED TO OUR BUSINESS
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
- 25% rewrittenRISKS RELATED TO GOVERNMENTAL REGULATIONS AND LAWS
Government withholding regulations could adversely affect our operating performance
- 24% rewrittenRISKS RELATED TO OUR SECURITIES
Our stock price may be volatile
- 21% rewrittenRISKS RELATED TO GOVERNMENTAL REGULATIONS AND LAWS
We are subject to legal and regulatory compliance risks associated with operating internationally
All 50 risk factors
Headings as the filing states them, in filing order.
RISKS RELATED TO OUR BUSINESS
- 01We may not be successful in winning new contracts or recompeting our existing contracts, which could have an adverse impact on our business and prospects72% rewritten
- 02Our 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 requirements59% rewritten
- 03Termination, expiration or non-renewal of our existing U.S. government contracts may adversely affect our business32% rewritten
- 04We 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 flows38% rewritten
- 05We 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 operations26% rewritten
- 06Competition within our markets may reduce our revenue and market share
- 07Our earnings and margins may vary based on our performance, the mix of our contracts, and our ability to control costs
- 08We use estimates in accounting for many of our programs, and changes in our estimates could adversely affect our future financial results
- 09While firm-fixed-price contracts allow us to benefit from cost savings, these contracts also increase our exposure to the risk of cost overruns27% rewritten
- 10Uncertainties 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 prospects26% rewritten
- 11Business disruptions caused by natural disasters, global hostilities, pandemics, and other crises could adversely affect our profitability and our overall financial position
- 12We rely on our information and communications systems in our operations. Security breaches, cybersecurity attacks, and other disruptions could adversely affect our business and results of operations51% rewritten
- 13Any 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 costsNew
- 14We 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
- 15A 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 stoppage29% rewritten
- 16We 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
- 17Our earnings and margins depend, in part, on supplier performanceNew
- 18Our business could be adversely affected by bid protests
- 19Misconduct 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
- 20Our success depends, in part, on our ability to work with and manage complex and rapidly changing technologies to meet the needs of our customers63% rewritten
- 21We may pursue acquisitions and other investments that involve numerous risks and uncertainties
- 22We depend on our teaming relationships with other contractors. If we are not able to maintain these relationships, or if these parties fail to satisfy their obligations to us or the customer, our revenue, profitability and growth prospects could be adversely affected
- 23We may be required to contribute additional funds to meet any present or future underfunded benefit obligations associated with multiemployer pension plans in which we participate
- 24Legal disputes could require us to pay potentially large damage awards and could be costly to defend, which would adversely affect our cash balances and profitability, and could damage our reputation
- 25Our insurance may be insufficient to protect us from claims or losses
- 26Increasing scrutiny and changing expectations from governmental organizations, customers, and our employees with respect to our sustainability practices may impose additional costs or expose us to new or additional risks
RISKS RELATED TO GOVERNMENTAL REGULATIONS AND LAWS
- 27EHS issues could have a material adverse effect on our business, financial position or results of operations
- 28As 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
- 29Our 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
- 30The 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
- 31Our business depends upon obtaining and maintaining required facility security clearance and individual security clearances
- 32We are subject to legal and regulatory compliance risks associated with operating internationally21% rewritten
- 33As a U.S. defense contractor, we are subject to security restrictions, which may limit investor insight into portions of our business
- 34Our business may be negatively impacted if we are unable to adequately protect our intellectual property rights
- 35Government withholding regulations could adversely affect our operating performance25% rewritten
- 36We are subject to certain data privacy regulations, which expose us to certain risks if we do not comply with these requirements
RISKS RELATED TO OUR INDEBTEDNESS, FINANCIAL CONDITION AND MARKETS
- 37Our 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
- 38As 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 information43% rewritten
- 39Our variable rate indebtedness may expose us to interest rate risks, which could cause our debt costs to increase significantly33% rewritten
- 40Our 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
- 41Goodwill represents a significant portion of our assets, and any impairment of these assets could negatively impact our results of operations
- 42The effects of changes in worldwide economic and capital markets conditions may significantly affect our ability to maintain liquidity or procure capital
- 43We may not realize as revenue the full amounts reflected in our backlog, which could adversely affect our future revenue and growth
- 44Unanticipated changes in our tax provisions or exposure to additional U.S. and foreign tax liabilities could affect our profitability
RISKS RELATED TO OUR SECURITIES
- 45Our stock price may be volatile24% rewritten
- 46Any 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
- 47If 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 affectedNew
- 48All of the shares of our common stock issued in connection with the completion of the Merger are available for resale in the public market, including pursuant to an effective registration statement that the Company filed for these shareholdersNew
- 49We 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 future45% rewritten
- 50Anti-takeover provisions in our organizational documents and Indiana law could delay or prevent a change in control
Other V2X 10-Ks
- FY2024 10-K risk factors51 risks
V2X relies heavily on U.S. government defense contracts, with significant exposure to contract recompetes, federal budget changes, and strict regulatory compliance. The company carries $1,138.8 million in debt following the Vectrus and Vertex merger and operates in high-risk international zones. Labor relations and cybersecurity are key operational focal points.
Filed Feb 24, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.