Sec Form 13D Filing - American Industrial Partners Capital Fund VI, L.P. filing for - 2025-11-17

Item 4 of the Original Schedule 13D is hereby amended and restated in its entirety to read as set forth below: As previously disclosed in this Statement, the Reporting Persons acquired shares of the Issuer's Common Stock on July 5, 2022 in connection with the closing the previously disclosed merger transactions. Since that date through November 12, 2025, the Reporting Persons have sold shares of the Issuer's Common Stock in transactions previously described in various amendments to this Statement. On November 13, 2025, in connection with a registered secondary public offering (the "November 2025 Secondary Offering") of Common Stock of the Issuer, Vertex Holdco entered into an underwriting agreement (the "November 2025 Underwriting Agreement") with the Issuer and RBC Capital Markets, LLC ("RBC"). Pursuant to the November 2025 Underwriting Agreement, Vertex Holdco agreed to sell to RBC, and RBC agreed to purchase from Vertex Holdco, subject to and upon the terms and conditions set forth therein, 2,250,000 shares of Common Stock at a price of $55.00 per share. In connection with the November 2025 Secondary Offering, Vertex Holdco entered into a lock-up agreement (the "November 2025 Lock-up Agreement") with RBC. Under the November 2025 Lock-up Agreement, Vertex Holdco agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge or otherwise dispose of any shares of Common Stock for 45 days after November 12, 2025. As a result of the Reporting Person's reduced ownership of the Issuer's Common Stock resulting from the November 2025 Secondary Offering and in accordance with the terms of the Shareholders Agreement, both remaining directors designated by Vertex Holdco were obligated to resign from the Board of Directors of the Issuer effective no later than the Issuer's 2026 Annual Meeting of Shareholders. On November 13, 2025, Vertex Holdco's remaining two designated directors tendered their resignations from the Board of Directors, and all committees thereof, of the Issuer. The Reporting Persons intend to continue to pursue opportunities, subject to market conditions and other factors, to achieve liquidity for the remaining shares of Common Stock held by the Reporting Persons, and accordingly may effect sales in the open market, block trades, underwritten public offerings, privately negotiated transactions or other transactions. The Reporting Persons intend to be passive investors in the Company, and plan to refrain from any substantive communications with the Company, its representatives or other stockholders of the Company other than in connection with pursuing any sales or other disposition transactions of shares of Common Stock held by the Reporting Persons. However, there is no specific timeline for the Reporting Persons to dispose of some or all of the shares of Common Stock held by them and, as a result, may continue to hold some or all of the shares of Common Stock for an indefinite period of time. With the exception of the intended pursuit of liquidity as described above, the Reporting Persons have no plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing descriptions of the November 2025 Underwriting Agreement and November 2025 Lock-up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the November 2025 Underwriting Agreement, which includes the form of the November 2025 Lock-up Agreement as an exhibit, and which is filed as Exhibit 99.11 hereto.

Paragraphs (a), (b) and (c) of Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows: The responses of the Reporting Persons to Rows (7) through (11), and (13) of the cover pages of this Amendment No. 7 are incorporated herein by reference. The Reporting Persons may be deemed to beneficially own an aggregate of 6,217,286 shares of Common Stock. This amount consists of: (i) 5,750,001 shares of Common Stock held directly by Vertex Holdco and indirectly by AIP Fund VI and Vertex Funding; (ii) 375,420 shares of Common Stock held directly by Lightship; and (iii) 91,865 shares of Common Stock over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters (described further in Item 6 of the Original Schedule 13D, under the header "Shareholders Agreement"). In its capacity as the general partner of each of AIP Fund VI and Credit Opportunity Fund, AIP GP may be deemed to indirectly beneficially own all 6,217,286 shares of Common Stock reported herein. The aggregate percentage of shares of Common Stock reported as beneficially owned by the Reporting Persons was calculated based on 31,168,081 shares of Common Stock issued and outstanding as of November 13, 2025, after the Company's completion of a repurchase of 363,638 shares of Common Stock on November 13, 2025 as disclosed in the Issuer's preliminary prospectus supplement filed with the SEC on November 13, 2025 pursuant to Rule 424(b)(5) under the Securities Act.

See Item 5(a).

None of the Reporting Persons have effected any transaction in the Common Stock during the past 60 days.

Item 6 of the Original Schedule 13D is hereby amended and supplemented to add the following at the end thereof: The description of the November 2025 Underwriting Agreement included in Item 4 above is incorporated by reference into this Item 6.

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following after Exhibit No. 99.10: 99.11 Underwriting Agreement, dated November 12, 2025, by and among the Issuer, RBC Capital Markets, LLC and Vertex Holdco, as the selling shareholder (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on November 13, 2025).