Vertiv Holdings (VRT) 10-K risk factor changes: FY2024 vs FY2023

The long sales cycles for certain [removed: of our] [added: Vertiv] products and solutions offerings, as well as unpredictable placing or canceling of customer orders, particularly large orders, may cause our revenues and operating results to vary significantly from quarter-to-quarter, which could make our future operational results less predictable.

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] Vertiv’s estimated combined order backlog was [removed: $5,526.7] [added: $7.2 billion] and [removed: $4,754.4,] [added: $5.5 billion,] respectively.

Our customers have the right in some circumstances, usually with penalties or [added: other] termination consequences, to reduce or defer firm orders in backlog.

If customers terminate, reduce or defer firm orders, the revenue we expect to generate from our backlog [removed: or, if realized,] may not be fully realized.

Accordingly, these customers often [added: have enhanced leverage that allow them to] require more favorable terms and conditions in their contracts with us.

Consolidation among such large customers could further increase their buying power and ability to require [added: more] onerous terms.

We [removed: have, and we intend to continue pursuing,] [added: have] long-term, fixed-price contracts (including long-term, turnkey projects).

- Large-scale, global competitors with [removed: broad, sometimes larger,] [added: broad] product portfolios and service offerings.

Disruptions to the various information security systems upon which our operations [added: and our products and our services] rely, especially cyber-security incidents, including data security breaches, ransomware or computer viruses, could harm our business, reduce our revenue, increase our expenses, damage our reputation and adversely impact our performance.

Problems, disruptions, delays or other issues in the design and implementation of these systems or enhancements have in the past and could in the future adversely impact our forecasting and planning abilities, and our ability to process customer orders, ship products, provide service and support [removed: to our customers, bill and collect in a timely manner from our customers, fulfill contractual obligations, accurately record]

[added: to our customers, bill] and [added: collect in a timely manner from our customers, fulfill contractual obligations, accurately record and] transfer information, recognize revenue, file securities, governance and compliance reports in a timely manner or otherwise run our business.

[removed: Further, changes] [added: Changes] in tax laws and rates or other regulatory actions may significantly impact the positions taken with regard to tax contingencies and we may be subject to audit and review by tax authorities, which may result in future taxes, interest and penalties.

Defects could expose us to product warranty claims, including substantial expense for the recall and repair or replacement of a product or component, and product liability claims, including liability for personal injury or property [added: damage.]

As of December 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 27,000] [added: 31,000] people globally and had manufacturing facilities in the Americas, Asia Pacific and Europe, Middle East & Africa.

Our ability to realize the expected synergies and benefits of [removed: the Acquisition] [added: an acquisition] include, among other things, our ability to complete the timely integration of operations and systems, organizations, standards, controls, procedures, policies and technologies, [removed: as well as the harmonization of differences in the business cultures of us and E&I, our ability to minimize the diversion of management attention from ongoing business concerns during the integration process, our ability to retain the service of key management and other key personnel, our ability to maintain customer, supplier and other important relationships and resolve potential conflicts that may arise, the risk that certain customers and suppliers will opt to discontinue business with the combined business or exercise their right to terminate their agreements, the risk that E&I may have liabilities that we failed to or were unable to discover or were unable to quantify in the course of performing due diligence and we may not be indemnified for any of these liabilities,] difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the combination; and difficulties in managing the expanded operations of a significantly larger and more complex combined business.

Our manufacturing facilities and operations could be disrupted by a natural disaster, labor strike, shortages in suppliers, components and parts, war, political unrest, terrorist activity, economic upheaval, changes in governmental regulations, [removed: government mandated shutdowns or shelter in place orders, or public health concerns.]

[removed: The invasion] [added: Wars, conflicts and other types] of [removed: Ukraine by Russia] [added: geopolitical tensions,] and [added: any] resulting sanctions by the U.S., European Union and other countries [removed: have contributed] [added: may contribute] to inflation, market disruptions and increased volatility in commodity prices more acutely in the U.S. and Europe and a slowdown in global economic growth.

[removed: The] [added: War and conflict, such as the current conflict in the middle east and the] invasion of Ukraine by Russia in February [removed: 2022] [added: 2022,] and [added: any] resulting sanctions [added: by the U.S., European Union, and other countries may] have [removed: had] a broad range of adverse impacts on global business and financial markets, some of which [removed: have had and] may [removed: continue to] have adverse impacts on our business.

Although the duration and extent of [removed: the ongoing] military [added: and other] conflict is highly unpredictable, and the magnitude of the potential economic impact [removed: is currently unknown, Russian] [added: may not readily be quantified] military [added: and other hostile] actions and resulting sanctions could have a negative effect on our financial condition and operating results.

Further, [removed: the conflict between Russia] [added: war] and [removed: Ukraine] [added: conflicts] could lead to [removed: future additional disruption,] instability and volatility in global markets and industries that could negatively impact our operations.

The U.S. government and other governments in jurisdictions in which we operate [removed: have imposed] [added: may impose] severe sanctions and export [removed: controls against Russia and Russian interests and threaten additional sanctions and] controls.

While it is difficult to anticipate the duration and extent of [removed: the ongoing military] [added: any] conflict, or the impact [removed: the continuing] [added: of any prolonged] conflict and commensurate sanctions and penalties may have on our operations, any [removed: further] sanctions imposed or actions taken by the U.S. or other countries, and any retaliatory measures [removed: by Russia in response, such as additional restrictions on energy supplies from Russia to countries in the region,] could increase our costs, reduce our sales and earnings or otherwise have an adverse effect on our operations.

Future legislation and regulation governing Internet-related services, other related communications services [removed: and] information [removed: technologies] [added: technologies, and critical infrastructure] could disrupt our customers’ markets resulting in declines in sales volume and prices of our products and otherwise have an adverse effect on our business [removed: operations.][added: operations and performance.]

Various laws and governmental regulations, both in the U.S. and abroad, governing [removed: Internet related] [added: Internet-related] services, related communications [removed: services and] [added: services,] information [removed: technologies] [added: technologies, and the construction and location of data centers and other critical infrastructure] remain largely unsettled, even in areas where there has been some legislative action.

There are anticipated regulations forthcoming in the U.S. [added: and other countries where our customers operate] in the areas of cybersecurity, data privacy and data security, [added: artificial intelligence, and critical infrastructure construction, permitting and energy consumption] any of which could impact us and our customers.

Future legislation [added: and regulation] could impose additional costs on our business, disrupt our customers’ markets or require us to make changes in our operations which could adversely affect our [removed: operations.][added: operations and performance.]

These include, for example, the General Data Protection Regulation [removed: (GDPR)] [added: ("GDPR")] in Europe, the California Privacy Rights and Enforcement Act of 2020 [removed: (CPRA)] [added: ("CPRA")] in the U.S., and the Personal Information Protection Law [removed: (PIPL)] [added: ("PIPL")] in China.

We are subject to various anti-corruption laws, including the U.S. Foreign Corrupt Practices Act [removed: (FCPA),] [added: ("FCPA"),] which prohibit payments or offers of payments to foreign governments and their officials for the purpose of obtaining or retaining business.

[removed: We operate in several less-developed regions that are recognized as having a greater risk of potentially corrupt] business environments and, in certain circumstances, strict compliance with anti-corruption laws may conflict with local customs and practices.

Our legal compliance and ethics programs and policies, including our code of business conduct, existing policies on anti-bribery, export controls, environmental and other legal compliance, and periodic training on these matters, mandate compliance with anti-corruption laws and are designed to reduce the likelihood of a compliance [added: violation.]

Changes in import and export control or trade sanctions [removed: laws] [added: laws, the imposition of tariffs on certain U.S. trading partners, the potential for retaliatory tariffs, or the imposition of additional tariffs or other trade restrictions, will increase our costs, and] may restrict our business practices, including cessation of business activities in sanctioned countries or with sanctioned entities, and may result in claims for breach of existing contracts and modifications to existing compliance programs and training schedules.

Violations may result in penalties, including fines, debarments from export and import privileges, and loss of authorizations needed to conduct aspects of our international business, and may harm our ability to enter into contracts with our customers [added: and suppliers] who have contracts with the U.S. government.

For example, [removed: a former] [added: the new] U.S. administration [removed: previously called for] [added: has instituted] substantial changes to U.S. foreign trade policy with respect to China and other countries, including [removed: the possibility of imposing greater restrictions on international trade and] [added: a] significant [removed: increases] [added: increase] in tariffs on goods imported into the U.S. [removed: Other administrations could take a different approach to U.S. foreign trade policy, so there remains uncertainty as to whether, trade between the U.S] and [removed: other countries, including countries in which we operate, may be impacted by these policy shifts.][added: the possibility of imposing further restrictions on international trade.]

Tariffs implemented on our products (or on materials, parts or components we use to manufacture our [added: products or to provide service for our] products) have in the past increased the cost of our products manufactured in the U.S. and imported into the U.S. [removed: If] [added: The imposition of] additional tariffs [removed: or trade restrictions are implemented] on our products (or on materials, parts or components we use to manufacture our [added: products or to provide service for our] products) by the U.S. or other countries, the cost of our products manufactured in [added: other] countries [removed: such as China and Mexico] [added: subject to additional tariffs] and imported into the U.S. or other countries in which we operate [added: would increase as a result of new tariffs that are implemented, and] could increase [removed: further.][added: further to the extent that retaliatory tariffs or similar additional trade restrictions are implemented.]

The existence of many patents in our fields, the secrecy of some pending patent applications, and the rapid rate of issuance of [added: new patents makes it economically impractical to make conclusive advance determinations of whether a product or any of its components infringes the patent rights of others.]

We are subject to environmental, health and safety matters, laws and regulations, including regulations related to the composition and [removed: takeback] [added: take back] of our products and our ownership, lease or operation of our facilities which could subject us to significant costs or liabilities.

We are subject to a broad range of foreign and domestic environmental, health and safety laws, regulations and requirements, including those relating to the discharge of regulated materials into the environment, the generation and handling of hazardous substances and wastes, human health and safety, and the content, composition and [removed: takeback] [added: take back] of our products.

[removed: The increased focus on environmental sustainability may result] in new regulations and customer requirements, or changes in current regulations and customer requirements, which could materially adversely impact our business, results of operations and financial condition.

[added: At sites which we own, lease or operate, or have] previously owned, leased or operated, or where we have disposed or arranged for the disposal of hazardous materials, we may have current liability exposure for contamination, and could in the future be liable for additional contamination.

We are subject to risks related to [removed: increasing visibility and emphasis placed on] various environmental, social and governance [removed: (ESG)-related metrics] [added: ("ESG")-related matters, metrics,] and goals, [removed: as well as any failure to achieve ESG-related goals that we establish.][added: which may impact our business and reputation.]

Additionally, final laws enacting the Organization for Economic Co-operation and Development's global minimum tax framework ("Pillar Two Laws") are effective beginning in 2024 in the European Union and other countries where we do business.

The Company faces uncertainty related to the potential implementation of Pillar Two Laws in other countries where we operate.

We are continuing to monitor the legislative process and evaluate the potential impact of implementation of Pillar Two Laws by other countries.

Manufacturers in countries that have lower production costs, such as China and India, may become competitors in key emerging markets and could offer their products in established markets.

These actions may have a negative effect on our pricing, market share and operating results in these markets.

In addition, foreign governments may decide to implement tax and other policies that favor their domestic manufacturers at the expense of international manufacturers.

Similarly, the recent imposition of additional tariffs by the U.S., and the tariffs being proposed , on various countries, as well as the potential imposition of retaliatory tariffs or additional tariffs by the U.S. on other countries or regions, could increase our cost of doing business internationally, perhaps significantly, and may lead to further challenges for us in the various foreign markets in which we operate.

including but not limited to regulations regarding taxes, tariffs, custom duties, restricted and/or sanctioned parties, government mandated shutdowns or shelter in place orders, or public health concerns.

These include increased inflation, significant market disruptions, increased volatility in commodity prices, the imposition of additional tariffs by the U.S. on certain of its trading partners, which could trigger retaliatory tariffs by those trading partners, and the possibility of additional potential tariffs or other trade restrictions by the U.S. on other jurisdictions.

We operate in several less-developed regions that are recognized as having a greater risk of potentially corrupt

This new administration has taken a different approach to U.S. foreign trade policy than their predecessors, so there remains uncertainty as to whether, and to what degree, trade between the U.S and other countries, including countries in which we operate, will be impacted by these policy shifts.

Furthermore, counter- or retaliatory tariffs imposed against the U.S. could impact our sales internationally.

In the event we are unable to pass the increased costs resulting from any tariffs along to our customers, it could have a material adverse effect on our business, profitability, and our earnings.

The increased global focus on environmental sustainability may result

Our reputation also may be harmed by the perceptions that our customers, employees, and other stakeholders have about our action or inaction on ESG issues.

In addition, in recent years “anti-ESG” sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions, and the President of the United States of America having recently issued an executive order opposing DEI initiatives in the private sector.

Such anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, legal opinions, and scrutiny could result in us facing additional compliance obligations, becoming the subject of investigations and enforcement actions, or sustaining reputational harm.

The presence of a material weakness in internal control over financial reporting could result in material misstatements in our financial statements.

In that case, the applicable borrowers may be unable to borrow under the Senior Secured

Our Certificate of Incorporation includes a forum selection clause, which provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring: (a) any derivative action or proceeding brought on behalf of the

Attracting and retaining key employees in a competitive marketplace requires us to provide a competitive

damage.

As it relates to our acquisition of E&I Engineering and its affiliate Powerbar Gulf (collectively, “E&I”) in November of 2021 (“Acquisition”), our ability to realize the anticipated benefits of the Acquisition will also depend, to a large extent, on our ability to integrate the two businesses.

If we cannot successfully integrate and manage the two businesses within a reasonable time following the Acquisition, we may not be able to realize the potential and anticipated benefits of the Acquisition, which could have a material adverse effect on our business, financial condition and operating results.

These include increased inflation, significant market disruptions and increased volatility in commodity prices.

For example, in the U.S. regulations governing aspects of fixed broadband networks and wireless networks may change as a result of proposals regarding net neutrality and government regulation of the Internet, which could impact our communication networks customers.

Although President Biden issued an executive order in July 2021 encouraging the FCC to restore net neutrality rules undone by the previous administration, the effects and ultimate outcome of government regulation of the Internet and related services pertaining to net neutrality are unclear.

Similarly, cybersecurity, data privacy and data security regulations outside of the U.S. continue to evolve.

violation.

We expect to continue to pass along some of these costs to our customers, but the increased cost could adversely affect the demand for products.

These cost increases could adversely affect the demand for our products and/or our profitability, which could have a material adverse effect on our business and our earnings.

new patents makes it economically impractical to make conclusive advance determinations of whether a product or any of its components infringes the patent rights of others.

Under the current administration, the Department of Justice stated its intent to bolster its enforcement of and responses to environmental law violations by corporations, including an increased emphasis on pursuing criminal prosecutions for environmental violations.

Similarly, in March 2021, the SEC formed the Climate and ESG Task Force, which monitors climate-related and other ESG disclosures in public company filings.

At sites which we own, lease or operate, or have

In addition, investors, particularly institutional investors, use these scores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with such companies to improve ESG disclosure or performance and may also make voting decisions, or take other actions, based on their perceptions in this regard to hold these companies and their boards of directors accountable.

In the future, if we identify new material weaknesses that are not remediated, it could result in material misstatements in our financial statements.

of all voluntary prepayments, repurchases and redemptions of the Term Loan Facility and certain permitted indebtedness that is secured on a pari passu basis with the Term Loan Facility, in each case, to the extent not financed with the incurrence of certain additional long-term indebtedness, plus (iii) an unlimited amount so long as, on a pro forma basis (x) with respect to indebtedness secured on a pari passu basis with the Term Loan Facility, the “Consolidated First Lien Net Leverage Ratio” (as defined in the Term Loan Facility) of Vertiv Group (as defined herein) and its restricted subsidiaries would not exceed 3.75:1.00 and (y) with respect to indebtedness incurred outside of the Term Loan Facility documentation and secured on a junior basis with the Term Loan Facility or unsecured, the *“C*onsolidated Total Net Leverage Ratio” (as defined in the Term Loan Facility) of Vertiv Group (as defined herein) and its restricted subsidiaries would not exceed, subject to certain exceptions, 5.25:1.00.

corporate credit are under surveillance or review with possible negative implications could adversely impact our ability to access capital.

The Vertiv Stockholder has significant influence over us.

As of February 16, 2024, the Vertiv Stockholder beneficially owned approximately 2.1% of our outstanding Class A common stock.

As long as the Vertiv Stockholder owns or controls a significant percentage of our outstanding voting power, it will have the ability to significantly influence all corporate actions requiring stockholder approval, including the election and removal of directors and the size of our Board, any amendment to our Second Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) or Bylaws (the “Bylaws” and, together with the Certificate of Incorporation, the “Organizational Documents”), or the approval of any merger or other significant corporate transaction, including a sale of all or substantially all of our assets.

The Vertiv Stockholder’s influence over our management could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which could cause the market price of our Class A common stock to decline or prevent stockholders from realizing a premium over the market price for our Class A common stock.

Because our Certificate of Incorporation opts out of Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”) regulating certain business combinations with interested stockholders, the Vertiv Stockholder may transfer shares to a third party by transferring their common stock without the approval of our Board or other stockholders, which may limit the price that investors are willing to pay in the future for shares of our common stock.

As of February 16, 2024, and pursuant to the Stockholders Agreement entered into by and among the Company, the Sponsor Members and the Vertiv Stockholder, the Vertiv Stockholder does not have the right to nominate any directors to our Board.

The Vertiv Stockholder’s interests may not align with our interests as a company or the interests of our other stockholders.

Accordingly, the Vertiv Stockholder could cause us to enter into transactions or agreements of which you would not approve or make decisions with which you would disagree.

Further, the Vertiv Stockholder is in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us.

The Vertiv Stockholder may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

In recognition that principals, members, directors, managers, partners, stockholders, officers, employees and other representatives of the Vertiv Stockholder and its affiliates and investment funds may serve as our directors or officers, our Certificate of Incorporation provides, among other things, that none of the Vertiv Stockholder or any principal, member, director, manager, partner, stockholder, officer, employee or other representative of the Vertiv Stockholder has any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business that we do.

In the event that any of these persons or entities acquires knowledge of a potential transaction or matter which may be a corporate opportunity for itself and us, we will not have any expectancy in such corporate opportunity, and these persons and entities will not have any duty to communicate or offer such corporate opportunity to us and may pursue or acquire such corporate opportunity for themselves or direct such opportunity to another person.

These potential conflicts of interest could have a material adverse effect on our business, financial condition and results of operations if, among other things, attractive corporate opportunities are allocated by the Vertiv Stockholder to itself or its other affiliates.

For more information about the Stockholders Agreement, please see the section entitled “Item 1.

Business — Business Combination — Related Agreement — Stockholders Agreement.”

The exercise of Warrants for our Class A common stock would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

As of December 31, 2023, we had Warrants to purchase an aggregate of 5,266,667 shares of our Class A common stock outstanding.

To the extent these outstanding Warrants are exercised, additional shares of Class A common stock will be issued, which will result in dilution to the then-existing holders of Class A common stock and increase the number of shares eligible for resale in the public market.

Sales of substantial numbers of such shares in the public market or the fact that such Warrants may be exercised could adversely affect the market price of our Class A common stock.

The valuation of our Warrants could increase the volatility in our net income (loss) in our consolidated statements of earnings (loss).

The change in fair value of our Warrants is primarily the result of changes in our stock price and Warrants outstanding at each reporting period.

The Change in Fair Value of Warrant Liabilities represents the mark-to-market fair value adjustments to the outstanding Warrants issued in connection with GSAH's initial public offering.

*Unless the context otherwise indicates or requires, references to [removed: (1)] “the Company,” “Vertiv,” “we,” “us” and “our” refer to Vertiv Holdings Co, a Delaware corporation, and its consolidated subsidiaries; and [removed: (2)] “GSAH” refers to GS Acquisition Holdings Corp prior to the Business Combination.

*We have omitted the discussion on our results of operations for the year ended December 31, [removed: 2021] [added: 2022,] which discussion was previously included in Item 7 of our [removed: 2022] [added: 2023] Annual Report on Form 10-K, filed with the SEC on February [removed: 27, 2023.*][added: 23, 2024.*]

For example, since acquiring E&I in late 2021, we have approximately doubled our manufacturing capacity for switchgear, busbar and integrated [removed: modular] solutions by opening new facilities and adding production to existing facilities.

We anticipate continuing to invest in [removed: having] capacity [removed: in place] globally [removed: with] [added: to provide] the geographic presence that our customers need, [added: and] the ability to rapidly scale and to ensure resiliency.

- Artificial Intelligence ("AI"): Increased maturity and adoption of AI and high-performance compute is currently impacting the data center industry [added: and] driving technology [removed: innovation and could lead] [added: innovation, which has led] to increased demand.

The Company has invested in developing new product, services, and solutions to serve this [removed: industry trend,] [added: growing industry,] is increasing capacity to support additional demand for AI infrastructure as necessary and we will continue to invest to support additional growth driven by AI.

Year ended December 31, [removed: 2023] [added: 2024] compared to year ended December 31, [removed: 2022][added: 2023]

| *(Dollars in millions)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | $ Change | | | | | | % Change | | |

| Selling, general and administrative expenses | | | [removed: 1,312.3] [added: 1,374.0] | | | | | | [removed: 1,178.3] [added: 1,312.3] | | | | | | [removed: 134.0] [added: 61.7] | | | | | | [removed: 11.4] [added: 4.7] | | % |

| Foreign currency (gain) loss, net | | | [removed: 16.0] [added: 9.3] | | | | | | [removed: 3.7] [added: 16.0] | | | | | | [removed: 12.3] [added: (6.7)] | | | | | | [removed: 332.4] [added: (41.9)] | | % |

| Other operating expense (income) | | | [removed: (9.9)] [added: (6.0)] | | | | | | [removed: (5.8)] [added: (9.9)] | | | | | | [removed: (4.1)] [added: 3.9] | | | | | | [removed: 70.7] [added: (39.4)] | | % |

| Operating profit (loss) | | | [removed: 872.2] [added: 1,367.4] | | | | | | [removed: 223.4] [added: 872.2] | | | | | | [removed: 648.8] [added: 495.2] | | | | | | [removed: 290.4] [added: 56.8] | | % |

| Interest expense, net | | | [removed: 180.1] [added: 150.4] | | | | | | [removed: 147.3] [added: 180.1] | | | | | | [removed: 32.8] [added: (29.7)] | | | | | | [removed: 22.3] [added: (16.5)] | | % |

| Loss on extinguishment of debt | | | [removed: 0.5] [added: 2.4] | | | | | | [removed: —] [added: 0.5] | | | | | | [removed: 0.5] [added: 1.9] | | | | | | [removed: 100.0] [added: 380.0] | | % |

| Change in fair value of warrant liabilities | | | [removed: 157.9] [added: 449.2] | | | | | | [removed: (90.9)] [added: 157.9] | | | | | | [removed: 248.8] [added: 291.3] | | | | | | [removed: (273.7)] [added: 184.5] | | % |

| Income tax expense | | | [removed: 73.5] [added: 269.6] | | | | | | [removed: 90.4] [added: 73.5] | | | | | | [removed: (16.9)] [added: 196.1] | | | | | | [removed: (18.7)] [added: 266.8] | | % |

| Net income (loss) | | | $ | [removed: 460.2] [added: 495.8] | | | | | $ | [removed: 76.6] [added: 460.2] | | | | | $ | [removed: 383.6] [added: 35.6] | | | | | [removed: 500.8] [added: 7.7] | | % |

Net sales were [removed: $6,863.2] [added: $8,011.8] in [removed: 2023,] [added: 2024,] an increase of [removed: $1,171.7,] [added: $1,148.6,] or [removed: 20.6%,] [added: 16.7%,] compared with [removed: $5,691.5] [added: $6,863.2] in [removed: 2022.][added: 2023.]

The increase in sales is primarily [removed: due to] [added: driven by] higher sales [removed: volumes and price realization of $470 compared to the prior year, and] [added: volumes,] partially offset by the negative impacts from foreign currency of [removed: $43.7.][added: $53.6.]

[removed: By product offering, critical infrastructure & solutions] [added: Product] sales increased [removed: $973.8,] [added: $974.0,] which included negative impacts from foreign currency of [removed: $22.5.][added: $41.7.]

Services & spares sales increased [removed: $111.4,] [added: $174.6,] including the negative impacts from foreign currency of [removed: $15.1.][added: $11.9.]

Excluding intercompany sales, net sales were [removed: $3,844.5] [added: $4,500.6] in the Americas, [removed: $1,527.8] [added: $1,717.8] in Asia Pacific and [removed: $1,490.9] [added: $1,793.4] in Europe, Middle East & Africa.

The increase in cost of sales was primarily driven by the impact of higher [removed: volumes and increased commodity and logistics costs.][added: volumes.]

Gross profit was [removed: $2,400.5] [added: $2,934.2] in [removed: 2023,] [added: 2024,] or [removed: 35.0%] [added: 36.6%] of sales, compared to [removed: $1,616.1,] [added: $2,400.5,] or [removed: 28.4%] [added: 35.0%] of sales in [removed: 2022.][added: 2023.]

Margin increased primarily due to higher sales [removed: volume, pricing actions more than offsetting higher commodity and logistics costs,] [added: volume] and improved [removed: leverage of fixed costs.][added: price realization.]

Selling, general and administrative expenses (or “SG&A”) were [removed: $1,312.3] [added: $1,374.0] in [removed: 2023,] [added: 2024,] an increase of [removed: $134.0] [added: $61.7] compared to [removed: 2022.][added: 2023.]

SG&A as a percentage of sales were [removed: 19.1%] [added: 17.1%] in [removed: 2023] [added: 2024] compared with [removed: 20.7%] [added: 19.1%] in [removed: 2022.][added: 2023.]

The remaining other operating expenses include amortization of intangibles, restructuring costs, foreign currency (gain) loss, [removed: asset impairments] and other operating expense (income).

These remaining other expenses were [removed: $216.0] [added: $192.8] for [removed: 2023,] [added: 2024,] which was a [removed: $1.6 increase] [added: $23.2 decrease] from [removed: 2022.][added: 2023.]

The [removed: increase] [added: decrease] was primarily due to a [removed: $27.9 increase] [added: $23.3 decrease] in restructuring [removed: costs,] [added: costs] and a [removed: $12.3 increase] [added: $6.7 decrease] in foreign currency loss, [added: partially] offset by [removed: decreased] [added: increased] amortization of intangibles of [removed: $34.5.][added: $2.9.]

Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the [added: then] outstanding Private Placement Warrants.

The change in fair value of the [added: then] outstanding Private Placement Warrants during [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] resulted in a loss of [removed: $157.9] [added: $449.2] and [removed: a gain of $90.9,] [added: $157.9,] respectively.

The change in fair value of these warrants was the result of changes in market prices of our common [removed: stock] [added: stock,] and other observable inputs deriving the value of the financial [removed: instruments] [added: instruments,] and the exercise of [added: 5,266,667 and] 5,266,666 of the Private Placement Warrants in [added: December 2024 and] February [removed: 2023.][added: 2023, respectively.]

Interest expense, net, was [removed: $180.1] [added: $150.4] in [removed: 2023] [added: 2024] compared to [removed: $147.3] [added: $180.1] in [removed: 2022.][added: 2023.]

To the extent [removed: that] interest rates continue to [removed: increase,] [added: fluctuate] our interest expense will [removed: increase as well,] [added: change,] although [removed: the effect will] [added: we expect these changes to] be [added: partially] mitigated by our interest rate [removed: swaps.][added: swaps and interest income.]

Income tax expense was [removed: $73.5] [added: $269.6] in [removed: 2023] [added: 2024] compared to [removed: $90.4] [added: $73.5] in [removed: 2022.][added: 2023.]

[removed: The effective rate in 2023] [added: In 2023, income tax expense] was primarily influenced by the mix of income between our U.S. and non-U.S. operations, net of changes in valuation allowances and uncertain tax positions, and reflects the impact of non-deductible changes in fair value of [removed: the] warrant liabilities, as well as [removed: a] discrete tax [removed: adjustment] [added: adjustments] related to [removed: legislative] [added: legislation] changes enacted in the period.

The following are business segment results for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

| *(Dollars in millions)* | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | $ Change | | | | | | % Change | | | | | | | | |

The increase in sales was primarily driven by higher sales volumes [removed: and price realization compared] [added: due] to [removed: prior year.][added: products increasing by $557.9 and service & spares increasing by $98.2.]

- Increased Tariffs: The global trade environment continues to evolve rapidly.

In response to escalating pressures and geopolitical uncertainties surrounding global supply chains, we continue to pursue a supply chain strategy of geographic resilience.

This includes adding regional sourcing and manufacturing options to complement our existing global supply chain.

For example, in 2024, we expanded and strengthened our supply base and manufacturing footprint in the US as part of our overall capacity strategy to grow with customer demand in the US.

The imposition of new U.S. tariffs, as well as the possibility of retaliatory tariffs or the imposition of similar tariffs in jurisdictions where we have manufacturing facilities or our clients operate would increase our cost of doing business.

We continue to analyze measures to minimize the potential impacts of the new and proposed tariffs on our business operations, including but not limited to continued expansion of domestic manufacturing and our ability to incorporate tariff impacts into pricing decisions.

Additionally, in order to support our thermal management activity, we opened a new manufacturing facility in Pune, India in 2024.

We also recently opened a new facility in Pelzer, South Carolina to support the production of modular solutions, modular power systems and other infrastructure systems.

- Thermal Management Portfolio Expansion: We continue to invest in expansion of our thermal management portfolio and product capabilities to meet customer demands.

The complexity of hybrid air and liquid cooling created by AI workloads presents significant opportunities for innovation within, and expansion of, the entire thermal chain to better optimize performance, power utilization, control, and heat re-use.

Our investment and expansion efforts are directed at capturing new technologies across the entire thermal chain from chip to heat rejection and re-use and more to meet growing demands.

Further, we are focused on the continued growth and expansion of our portfolio geographically, as we leverage our best-in-class regional products and expand such offerings into other regions and globally.

| Net sales | | | $ | 8,011.8 | | | | | $ | 6,863.2 | | | | | $ | 1,148.6 | | | | | 16.7 | | % |

| Cost of sales | | | 5,077.6 | | | | | | 4,462.7 | | | | | | 614.9 | | | | | | 13.8 | | % |

| Gross profit | | | 2,934.2 | | | | | | 2,400.5 | | | | | | 533.7 | | | | | | 22.2 | | % |

| Amortization of intangibles | | | 184.2 | | | | | | 181.3 | | | | | | 2.9 | | | | | | 1.6 | | % |

| Restructuring costs | | | 5.3 | | | | | | 28.6 | | | | | | (23.3) | | | | | | (81.5) | | % |

Cost of sales were $5,077.6 in 2024, an increase of $614.9, or 13.8% compared to 2023.

The increase in SG&A was primarily driven by $45.8 of higher compensation costs, professional service fees of $18.1 inclusive of a one-time supplier expense, and increased IT and research and development expense.

The $29.7 decrease is primarily driven by a $16.4 increase of interest income, a $12.2 reduction to interest expense as a result of our Term Loan amendments, and a $7.9 decrease in interest due to lower ABL Revolving Credit Facility borrowings during the period.

The effective rate in 2024 was primarily influenced the changes in tax incentives, offset by net changes in valuation allowance and the tax impact of non-deductible changes in fair value of the warrant liabilities.

Income tax expense in 2024 was $196.1 higher than 2023 primarily due to the increased financial performance, changes in non-U.S tax holidays and incentives and the change in valuation allowance.

| Net sales | | | $ | 4,500.6 | | | | | $ | 3,844.5 | | | | | $ | 656.1 | | | | | 17.1 | | % | | | | | | |

| Operating profit (loss) | | | 1,097.8 | | | | | | 762.4 | | | | | | 335.4 | | | | | | 44.0 | | % | | | | | | |

| Margin | | | 24.4 | | % | | | | 19.8 | | % | | | | | | | | | | | | | | | | | | |

Americas net sales of $4,500.6 in 2024 increased $656.1, or 17.1%, from 2023.

Margin increased primarily due to higher sales volumes, manufacturing and procurement productivity, and improved price realization.

| Net sales | | | $ | 1,717.8 | | | | | $ | 1,527.8 | | | | | $ | 190.0 | | | | | 12.4 | | % | | | | | | |

| Operating profit (loss) | | | 175.2 | | | | | | 147.4 | | | | | | 27.8 | | | | | | 18.9 | | % | | | | | | |

| Margin | | | 10.2 | | % | | | | 9.6 | | % | | | | | | | | | | | | | | | | | | |

Asia Pacific net sales of $1,717.8 in 2024 increased $190.0, or 12.4%, from 2023.

The increase in sales was primarily driven by growth throughout the region, partially offset by the negative impact of foreign currency of approximately $18.1.

Net sales of products improved by $150.4, and service & spares improved by $39.6.

Operating profit (loss) in 2024 was $175.2, an increase of $27.8 compared with 2023 mainly driven by sales from product mix.

| *(Dollars in millions)* | | | December 31, 2024 | | | | | | December 31, 2023 | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | |

| Net sales | | | $ | 1,793.4 | | | | | $ | 1,490.9 | | | | | $ | 302.5 | | | | | 20.3 | | % | | | | | | | | | |

| Operating profit (loss) | | | 439.4 | | | | | | 297.7 | | | | | | 141.7 | | | | | | 47.6 | | % | | | | | | | | | |

| Margin | | | 24.5 | | % | | | | 20.0 | | % | | | | | | | | | | | | | | | | | | | | | |

Sales increases were driven by increased volumes due to products increasing by $265.7, and service & spares increasing by $36.8, and were negatively impacted by foreign currency of approximately $7.3.

Margin increased primarily due to higher sales volumes and procurement driven productivity improvement.

Key Developments

Below is a summary of selected key developments affecting our business in 2023:

- Stock Repurchase Program: As discussed in Item 5, on November 29, 2023, the Company announced authorization of a stock repurchase program of up to $3.0 billion through December 31, 2027.

Repurchases of shares of the Company’s Class A common stock under the program may be made from time to time through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, block trades, derivative contracts or otherwise, including in compliance with Rule 10b-18.

The specific timing of any repurchases will be determined in management's discretion and will depend on a number of factors, including available liquidity, the Company's stock price, the Company's financial outlook, and alternative investment options.

The stock repurchase program does not obligate the Company to repurchase any specific dollar amount or number of shares of Class A common stock and the Board's authorization of the program may be modified, suspended or discontinued at any time.

- Thermal Management Portfolio Expansion - Liquid Cooling: In December of 2023, we acquired CoolTera Ltd., an existing technology partner and provider of coolant distribution infrastructure for data center cooling technology.

This acquisition further strengthens advanced cooling technology, deep domain expertise, control systems, and testing for AI and other high density compute cooling requirements to our existing thermal management portfolio.

| Net sales | | | $ | 6,863.2 | | | | | $ | 5,691.5 | | | | | $ | 1,171.7 | | | | | 20.6 | | % |

| Cost of sales | | | 4,462.7 | | | | | | 4,075.4 | | | | | | 387.3 | | | | | | 9.5 | | % |

| Gross profit | | | 2,400.5 | | | | | | 1,616.1 | | | | | | 784.4 | | | | | | 48.5 | | % |

| Amortization of intangibles | | | 181.3 | | | | | | 215.8 | | | | | | (34.5) | | | | | | (16.0) | | % |

| Restructuring costs | | | 28.6 | | | | | | 0.7 | | | | | | 27.9 | | | | | | 3,985.7 | | % |

Integrated rack solutions sales increased $86.5, including the negative impacts from foreign currency of $6.1.

Cost of sales were $4,462.7 in 2023, an increase of $387.3, or 9.5% compared to 2022.

The increase in SG&A was primarily driven by $60.1 of higher commissions in the Americas reportable segment as a result of increased order volume and $41.2 of higher compensation costs due to increased bonus and long-term incentives.

As of December 31, 2023 and 2022, there were 5,266,667 and 10,533,333 Private Placement Warrants outstanding, respectively.

The $32.8 increase reflects a $72.0 increase due to the Term Loan due 2027, partially offset by a $36.5 decrease due to net settlement payments on our interest rate swaps as described in “Note 12 — Financial Instruments and Risk Management” to the Consolidated Financial Statements.

In 2022, income tax expense was primarily influenced by the mix of income between our U.S. and non-U.S. operations, net of changes in valuation allowances and uncertain tax positions, and reflects the impact of non-deductible changes in fair value of warrant liabilities, as well as discrete tax adjustments related to legislation changes enacted in the period.

The tax expense in 2023 was $16.9 lower than 2022 primarily due to the change in mix of income, non-U.S. tax elections and changes in valuation allowances in the U.S. and a discrete tax adjustment related to legislative changes enacted in the period.

| Net sales | | | $ | 3,844.5 | | | | | $ | 2,728.6 | | | | | $ | 1,115.9 | | | | | 40.9 | | % | | | | | | |

| Operating profit (loss) | | | 958.8 | | | | | | 426.1 | | | | | | 532.7 | | | | | | 125.0 | | % | | | | | | |

| Margin | | | 24.9 | | % | | | | 15.6 | | % | | | | | | | | | | | | | | | | | | |

Americas net sales of $3,844.5 in 2023 increased $1,115.9, or 40.9% from 2022.

By product offering, net sales increased in critical infrastructure & solutions by $952.1, integrated rack solutions increased by $95.1, and service & spares increased by $68.7 due to improved customer site availability.

| Net sales | | | $ | 1,527.8 | | | | | $ | 1,601.3 | | | | | $ | (73.5) | | | | | (4.6) | | % | | | | | | |

| Operating profit (loss) | | | 248.5 | | | | | | 274.4 | | | | | | (25.9) | | | | | | (9.4) | | % | | | | | | |

| Margin | | | 16.3 | | % | | | | 17.1 | | % | | | | | | | | | | | | | | | | | | |

Asia Pacific net sales of $1,527.8 in 2023 decreased $73.5, or 4.6% from 2022.

Sales decreases were primarily driven by slower than expected economic recovery in China and the negative impact of foreign currency of approximately $66.2, which were partially offset by the impact of stronger sales throughout the rest of Asia Pacific.

By product offering, net sales decreased in critical infrastructure & solutions by $37.9, integrated rack solutions decreased by $23.6, and service & spares decreased by $12.0.

Operating profit (loss) in 2023 was $248.5, a decrease of $25.9 compared with 2022 mainly driven by decreased volume and the negative impact of foreign currency.

| Net sales | | | $ | 1,490.9 | | | | | $ | 1,361.6 | | | | | $ | 129.3 | | | | | 9.5 | | % | | | | | | | | | |

| Operating profit (loss) | | | 380.0 | | | | | | 234.6 | | | | | | 145.4 | | | | | | 62.0 | | % | | | | | | | | | |

| Margin | | | 25.5 | | % | | | | 17.2 | | % | | | | | | | | | | | | | | | | | | | | | |

Sales increases were evenly driven by higher selling prices and increased volume.

Europe, Middle East & Africa net sales were positively impacted by foreign currency of approximately $14.4.

By product offering, net sales increased in critical infrastructure & solutions by $59.6, service & spares increased by $54.7, and integrated rack solutions increased by $15.0.

Margin increased primarily due to price realization in addition to leveraging our fixed costs which more than offset inflationary pressures.

| Capital expenditures | | | (127.9) | | | | | | (100.0) | | | | | | (27.9) | | | | | | 27.9 | | | | | |

To mitigate the volatility in our earnings and cash flows, we manage certain of our exposures through the use of various financial instruments, including derivatives, to help us hedge our foreign currency exchange [removed: risk and] [added: risk,] interest rate [added: risk, and commodity] risk.

We enter into one-month foreign exchange forwards [removed: in order] to mitigate exposures [added: of fluctuations in currencies] such as European Euro, Chinese Yuan, and Great British Pound on the carrying amount of foreign currency-denominated assets, liabilities, commitments and, when applicable, [added: we enter into foreign currency exchange forwards for generally less than one year to mitigate the exposure to certain] anticipated foreign currency transactions.

During [removed: 2023,] [added: 2024,] we hedged portions of the net investment in foreign subsidiaries against fluctuations in the European Euro and Chinese Yuan through derivative financial instruments.

We are subject to market risk from exposure to changes in interest rates and cash and cash [removed: equivalents] [added: equivalents,] which are exposed to floating interest rates and may impact cash flow.

At December 31, 2023, [removed: there] were no borrowings outstanding under the ABL Revolving Credit [removed: Facility] [added: Facility,] and there was an outstanding principal amount of $2,118.1 on the Term Loan, due 2027 with a borrowing rate of 7.97%.

At December 31, [removed: 2022,] [added: 2024,] there [removed: was a $235.0 balance on] [added: were no borrowings outstanding under] the ABL Revolving Credit Facility [removed: with a weighted-average borrowing rate of 5.85%,] and there was an outstanding principal amount of [removed: $2,139.8] [added: $2,097.0] on the Term Loan, due 2027 with a borrowing rate of [removed: 6.89%.][added: 6.19%.]

Cash and cash equivalents were [removed: $780.4] [added: $1,227.6] and [removed: $260.6] [added: $780.4] at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Based on the outstanding balances of floating rate debt, net of interest rate swap agreements, our annual net interest expense would increase (decrease) in variable interest rates at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] by approximately:

| Basis point change scenario | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| +100 | | | | | | $ | [removed: 11.2] [added: 11.0] | | | | | $ | [removed: 12.0] [added: 11.2] | |

| +200 | | | | | | [removed: 22.4] [added: 21.9] | | | | | | [removed: 23.0] [added: 22.4] | | |

To partially mitigate this exposure, we enter into economic hedges for copper and aluminum.

As of December 31, 2023 we had an insignificant amount of outstanding currency hedges.

Driven by passion and innovation, Vertiv believes there is a better way to meet the world’s accelerating demand for [removed: data] [added: data,] including the impact of emerging technologies such as artificial intelligence.

[removed: Vertiv Holdings, LLC (“Vertiv Holdings”), a direct wholly-owned subsidiary of the Company, traces its] [added: Our] roots [added: trace] back to 1946 and the beginning of the information age, when Ralph Liebert founded the precursor to the Liebert Corporation, which was established in 1965 as the industry’s first manufacturer of computer room air conditioning.

Vertiv [removed: offers] [added: designs, manufactures, sells, installs, maintains, and services] critical digital infrastructure technologies and rapidly deployable customized solutions to meet the specific business requirements and needs of a diverse group of customers.

These comprehensive offerings are integral to the [added: reliable operation of the] technologies used for services, such as e-commerce, online banking, file sharing, video on-demand, energy storage, wireless communications, Internet of Things and online gaming.

Our most prominent brands include Vertiv, Liebert, NetSure, Geist, Energy Labs, [removed: E&I,] [added: ERS,] Albér, and Avocent.

[removed: For] [added: This compares with net sales for] the year ended December 31, [removed: 2023, Vertiv’s net sales was] [added: 2023 of] $6,863.2, of which 56% was transacted in the [removed: Americas;] [added: Americas,] 22% was transacted in Asia [removed: Pacific;] [added: Pacific,] and 22% [removed: was transacted] in Europe, Middle East & Africa.

[removed: This compares with net sales for] [added: For] the year ended December 31, [removed: 2022 of $5,691.5,] [added: 2024, Vertiv’s net sales was $8,011.8,] of which [removed: 48%] [added: 56%] was transacted in the [removed: Americas, 28%] [added: Americas; 22%] was transacted in Asia [removed: Pacific,] [added: Pacific;] and [removed: 24%] [added: 22% was transacted] in Europe, Middle East & Africa.

Vertiv’s estimated combined order backlog was [removed: $5,526.7] [added: $7,178.8] and [removed: $4,754.4] [added: $5,526.7] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

The following table shows estimated backlog by business segment at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

| *(Dollars in millions)* | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Americas | | | | | | $ | [removed: 3,365.2] [added: 4,672.4] | | | | | $ | [removed: 3,337.3] [added: 3,365.2] | |

| Asia Pacific | | | | | | [removed: 616.4] [added: 911.4] | | | | | | [removed: 480.0] [added: 616.4] | | |

| Europe, Middle East & Africa | | | | | | [removed: 1,545.1] [added: 1,595.0] | | | | | | [removed: 937.1] [added: 1,545.1] | | |

| Total Backlog | | | | | | $ | [removed: 5,526.7] [added: 7,178.8] | | | | | $ | [removed: 4,754.4] [added: 5,526.7] | |

The majority of the combined backlog as of December 31, [removed: 2023] [added: 2024] is considered firm and is expected to be shipped within one year.

Expanding lead-times caused by continuing global supply chain challenges, combined with continued strong demand have contributed to an increase in customer orders being placed in advance of our ability to fulfill them, which has added [removed: $0.8] [added: $1.7] billion to our backlog since December 31, [removed: 2022.][added: 2023.]

- Cloud/Hyperscale: These facilities are massive in [removed: scale] [added: scale, can span multiple acres] and are primarily used to support cloud applications.

This portion of the industry is growing rapidly with drivers such as adoption of cloud based [removed: data services and artificial]

Examples of companies in this space include [removed: Microsoft Azure,] [added: Microsoft,] Amazon Web Services, and Google Cloud.

This portion of the industry is on a [removed: rapid] [added: significant] growth trajectory.

[removed: Performance obligations within integrated rack solutions] [added: Such products] include [removed: the delivery of] [added: AC and DC power management, thermal management, low/medium voltage switchgear, busbar, integrated modular solutions,] racks, single phase UPS, rack power distribution, rack thermal systems, configurable integrated solutions, [added: energy storage solutions,] hardware, and software for managing I.T. equipment.

Global services include both pre-sale and [removed: faster-sales] [added: after-sales] services, for example, preventative maintenance, project management, acceptance testing, engineering and consulting, performance assessments, remote monitoring, training, spare parts, and critical digital infrastructure software.

Vertiv services are used primarily in data centers, communications facilities, government [removed: agencies] [added: agencies, utilities,] and industrial plants.

Across the globe, we operate over [removed: 200] [added: 300] service centers and deploy [removed: more than 3,500] [added: approximately 4,000] service engineers.

- Reliability & Safety: We provide around the clock, direct access to [removed: more than 3,500] [added: approximately 4,000] field services engineers and [removed: over 200] [added: approximately 300] technical support team members.

- Response Time: Vertiv boasts a first-time fix rate of more than [removed: 80%] [added: 90%] during site emergency visits, allowing customers to quickly gain assistance wherever and whenever.

- Global Coverage: We provide a standardized support approach across the globe with more than [removed: 200] [added: 300] service centers, keeping our customer sites connected.

[removed: Research] [added: Engineering, Research] and Development

In [removed: 2023,] [added: 2024,] Vertiv spent [removed: $303.5] [added: $352.1] on [added: engineering,] research and development [removed: (“R&D”).][added: (“ER&D”).]

We focus our [removed: R&D] [added: ER&D] budget on engineering continuous improvement and new product innovation.

Our global product leaders manage global product lines and engineering organizations with the goal to remain ahead of market trends by leveraging input from our [removed: regions] [added: regions, technology partners,] and customers.

Our ability to serve our customers on both a global and local level is a key success factor, and we have [removed: built] [added: built, and continue to expand,] our manufacturing and operations footprint [added: and capacity] with that principle in mind.

This well-diversified global network of facilities allows for improved service level cost, [added: capacity to meet demand,] and working capital optimization.

We have [added: historically] experienced some supply chain constraints [removed: over the past several years, and despite strong market demand, we have experienced significant] [added: as well as] material, freight and labor cost increases.

[removed: We expect our supply chain to continue to normalize in 2024, but] [added: Despite this strategy, it is possible that] we may [removed: still] [added: from time to time] experience critical part shortages which may drive the need for additional spot buys at increased costs, [removed: and] [added: as well as] increased costs associated with premium freight to meet customer commitments.

The Vertiv Operating System (“VOS”) leverages a proven foundational approach to operational excellence and executes it at scale to drive greater efficiency, [removed: quality] [added: quality, competitive advantage] and [removed: competitiveness into our operations.][added: superior customer experience.]

We believe VOS provides a clear operating model and a systemic way to run the business across the entire organization through rigorous operating cadences, leverages lean or continuous improvement techniques focused on waste [removed: &] [added: and] cycle-time reduction, streamlined processes, and promotes the dissemination of best practices.

As of December 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 27,000] [added: 31,000] full-time and part-time employees.

Approximately [removed: 31%] [added: 41%] of our employees are in our manufacturing operations.

We seek people with high integrity who put a premium on learning through experience and those who embrace our core principles, [added: which include safety, integrity] and [added: respect, and] we expect our employees to emulate and display our core [removed: behaviors.][added: behaviors, which include fostering a customer-first mindset, leading by example and driving continuous improvement.]

data services and artificial intelligence workloads.

*Products*

We identify delivery of products as performance obligations.

Our enterprise approach is articulated in four main pillars: the deployment of the operating system based on pervasive lean techniques propagation; the development of an accountable and lean organization aligned to Vertiv strategic objectives; the creation and maintenance of a simple yet robust global operating model; the empowerment of the organization run day-by-day continuous improvement and complex business process transformation.

While continuous improvement relies heavily on each Vertiv employee adopting a “lean” mindset, dissemination of best practices and especially global process convergence require ownership and sponsorship to happen.

As a consequence, for each of our seven main interconnected processes (opportunity-to-order, order-to-cash, procure-to-pay, sales inventory and operations planning, order-to-fulfillment, new product development and introduction, and multiple service processes), we have assigned clear business ownership at the global and regional level.

Vertiv Career Framework was launched in 2023.

This framework is intended to highlight a simple and consistent way to organize, reward, and develop careers.

Based on global principles with local application, we have created career tracks aligned to market competitive pay practices.

Full implementation is intended to occur over the next several years and will highlight a pragmatic pay for performance approach that supports our high-performance culture.

To best facilitate our retention strategy, we have made significant investments in Total Rewards and Talent Acquisition (or "TA").

TA will continue to be a differentiator for Vertiv's high growth aspirations.

Building on the renewed foundation from 2023, our TA team has successfully hired over 3,000 new salaried employees in 2024, with a special emphasis on Engineering, Services, and Operations.

To better facilitate speed and simplicity, we are automating the hiring process through Oracle systems, resulting in reduced job requisition creation time and overall time to fill.

Attracting employees is only half our mission.

For those new employees, once onboarded, and those employees with many years of dedicated service, the human resource team is focused on delivering a robust talent management system with pillars centered on engagement, development, and inclusion.

At an enterprise level, Vertiv was recognized in our APAC region in two different forums.

Greater China earned "2024 Best Employer Selection" by Forbes China, and Philippines was awarded as a "Great Place to Work" by UKG.

That performance management cycle has been simplified and fully automated to Oracle systems, linking objective setting to employee feedback, annual performance ratings and compensation awards.

A true pillar to drive a high-performance culture.

For example, we recently launched an effective safety engagement campaign called “We Lead with Safety”.

The campaign is centered on further strengthening our interdependent culture, where everyone will speak up regarding safety, for themselves and others, whether at work or elsewhere.

Reinforcing “why” we are committed to safety, documenting our procedures and engaging the appropriate local safety teams has positioned us well relative to our safety performance.

Private Placement Warrants

On December 6, 2024, 5,266,667 warrants were exercised on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 4,812,521 shares of Class A common stock.

As of December 31, 2024, there are no outstanding Private Placement Warrants.

As a result of the Business Combination, Vertiv directly owns all of the equity interests of Vertiv Holdings and indirectly owns the equity interests of its subsidiaries.

intelligence workloads.

*Critical infrastructure & solutions*

We identify delivery of products as performance obligations within the critical infrastructure & solutions offering.

Such products include AC and DC power management, thermal management, low/medium voltage switchgear, busway, and integrated modular solutions.

*Integrated Rack Solutions*

Results of VOS are reflected in enhanced customer satisfaction and greater cost efficiencies.

Historically, VOS was concentrated mainly within our manufacturing operations, and similar methods were used to improve performance across corporate functions and new product development.

We intend to further integrate VOS, end-to-end, across the organization to pursue efficiencies and process optimizations in areas such as service & sales, new product development, and cross-functional processes including opportunity to cash, procure to pay, and sales, inventory, and operational planning.

*Our Core Principles and Behaviors*

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Core Principles | | | | | | Core Behaviors | | |

| ■Safety | | | | | | ■Own it | | |

| ■Integrity | | | | | | ■Act with urgency | | |

| ■Respect | | | | | | ■Foster a customer-first mindset | | |

| ■Teamwork | | | | | | ■Think big and execute | | |

| ■Diversity and inclusion | | | | | | ■Lead by example | | |

| | | | | | | ■Drive continuous improvement | | |

| | | | | | | ■Learn and seek out development | | |

Our talent acquisition and retention practices include college and university recruiting programs, job fairs, compensation benchmarking, employee engagement and communication through email, social media, and other communication platforms.

We have a vested interest in attracting, developing, and retaining top talent, and we continue to research, develop, and enhance our programs to do so with an emphasis on early career hiring.

Our progress to date includes:

- Appointed the following women executives in recent years to lead their respective functions — Sheryl Haislet, Chief Information Officer; Stephanie Gill, Chief Legal Counsel and Corporate Secretary; Cheryl Lim, Chief Human Resources Officer; and Rachel Thompson, VP of Corporate Strategy and Planning

Safety is of fundamental importance to Vertiv.

We believe that creating a safe work environment is essential to our business.

Through documented procedures, local management engagement, and a culture of open communication, our employees are encouraged to recommend safety improvements and report any safety hazards they see.

E&I Transaction

On November 1, 2021, Vertiv, through its wholly-owned subsidiaries Vertiv Holdings Ireland DAC, a private company limited by shares incorporated in Ireland and Vertiv International Holding Corporation, an Ohio corporation, acquired the shares of E&I Engineering Ireland Limited, a private company limited by shares incorporated in Ireland, and its affiliate Powerbar Gulf LLC (“E&I”).

Total consideration was $1,770.4, net of $10.3 of cash acquired, payable in a mix of cash and stock.

E&I is a leading provider of switchgear, busway and modular power units serving data center and commercial and industrial customers in Europe, Middle East, and America.

The combination broadened our power infrastructure portfolio, expanded our services opportunities by providing additional upfront project start-up and ongoing maintenance services, and now enables us to offer complete integrated power and modular solutions.

Additionally, this acquisition strengthens our participation with large customers as well as gain new customers, including Hyperscale cloud providers, as we have an expanded portfolio of products and services to offer customers more flexible and scalable power deployment options.

We continued to integrate E&I into our business during 2023.

Outstanding Warrants

The Private Placement Warrants are exercisable on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by such holders.

As of December 31, 2023, there are 5,266,667 Private Placement Warrants outstanding.

Pursuant to the Stockholders Agreement, the Vertiv Stockholder has the right to nominate up to four directors to our Board of Directors, subject to its ownership percentage of the total outstanding shares of Class A common stock.

If the Vertiv Stockholder holds: (i) 30% or greater of the outstanding Class A common stock, it will have the right to nominate four directors (two of which must be independent); (ii) less than 30% but greater than or equal to 20% of the outstanding Class A common stock, it will have the right to nominate three directors (one of which must be independent); (iii) less than 20% but greater than or equal to 10% of the outstanding Class A common stock, it will have the right to nominate two directors; (iv) less than 10% but greater than or equal to 5% of the outstanding Class A common stock, it will have the right to nominate one director; and (v) less than 5% of the outstanding Class A common stock, it will not have the right to nominate any directors.

With the exception of the below, we are not a party to any material, pending legal proceedings or claims at December 31, [removed: 2023.][added: 2024.]

Johnson, et al., C.A. No. [removed: 2023-0608,] [added: 2023-0608 (the "*Sullivan* Action"),] against Vertiv (as [removed: nominal] [added: no minal] defendant only) and certain of the Company’s directors and officers in Delaware Court of Chancery for breach of fiduciary duty.

The [removed: complaint alleges] [added: complaints allege] that certain of the named directors and officers caused the Company to issue materially false and/or misleading public statements with respect to inflationary and supply chain pressures and pricing issues, and that the Company suffered damages as a result.

[removed: This action] [added: The *Sullivan* Action] has been stayed since August 10, [removed: 2023,] [added: 2023] pending the [added: outcome of the motion to dismiss in the] securities class action.

In November 2023, following the filing of the [removed: actions] [added: putative securities class action and the *Sullivan Action*] described above, the Company received a subpoena from the U.S. Securities and Exchange Commission (the “SEC”) and a parallel request for documents from the U.S. Attorney’s Office for the Southern District of New York, which relate to the allegations made in [removed: the class action complaint and derivative action.][added: those actions.]

[added: After further investigation and discussion with SAT,] TDP [removed: has accepted a proposal from SAT] [added: agreed] to [removed: close the audit by making] [added: make] payments and fees totaling approximately $10.1 which [removed: has been] [added: were] recorded in “Accrued expenses and other liabilities” on the Consolidated Balance Sheets as of December 31, [removed: 2023.][added: 2023 and subsequently paid in the first quarter of 2024.]

The Company intends to seek reimbursement of this amount as an undue payment [removed: in the near future] from SAT, for which the outcome is currently unknown and no receivable has been established.

As of December 31, [removed: 2023,] [added: 2024,] other than as described above, there were no known contingent liabilities (including guarantees, taxes and other claims) that management believes were or will be material in relation to the Company’s Consolidated Financial Statements, nor were there any material commitments outside the normal course of business.

Further, on November 19, 2024, another Vertiv shareholder, Laura Hanna, brought a derivative lawsuit, Hanna v.

Johnson, et al.

(the "*Hanna* Action"), against Vertiv (as nominal defendant only) and certain of Company’s directors and officers in Delaware Court of Chancery for breach of fiduciary duty.

On February 13, 2025, the Delaware Court of Chancery entered an order that (i) consolidated the *Sullivan* Action and *Hanna* Action into a single consolidated derivative lawsuit, In re Vertiv Holdings Co Stockholder Derivative Litigation, Consolidated C.A. No. 2023-0608-NAC (the “Consolidated Derivative Action”), (ii) designated the complaint in the *Hanna* Action as the operative complaint in the Consolidated Derivative Action, and (iii) stayed the Consolidated Derivative Action on terms identical to those of the existing stay of the *Sullivan* Action.

On August 3, 2021, an American Arbitration Association arbitration hearing commenced with respect to a 2018 claim filed by Vertiv against SVO Building One, LLC (“SVO”) alleging damages of approximately $12.0 with respect to (i) unremitted payment for work and materials in connection with the design, engineering, procurement, installation, construction, and commissioning of a data center located in Sacramento, California and (ii) damages and injunctive relief relating to SVO’s unauthorized use of Vertiv’s intellectual property and work product.

SVO filed a counterclaim in 2018 alleging damages of approximately $18.0 relating to (i) allegations that Vertiv was not a duly licensed contractor at all times during the project in violation of California’s contractor license regulations, (ii) breach of warranty, and (iii) gross negligence.

On September 3, 2021, the arbitrator issued an interim phase one ruling finding (1) that Vertiv was in violation of California contractor license regulations and was barred from recovery of approximately $9.0 for work performed and equipment delivered in connection with the project, as well as requiring disgorgement plus interest of $10.0, (2) SVO was not in violation of California’s contractor license regulations, and (3) Vertiv and SVO agreed to a traditional baseball arbitration provision under the terms and conditions for the project, wherein each party is required to submit a proposed final award to the arbitrator for consideration, and the arbitrator is required to select one of the proposed awards submitted by the parties as the final award in the arbitration and is prohibited from issuing an alternative award.

On December 31, 2021, the parties entered into a settlement agreement on ordinary and customary terms, settling all of the disputes between them.

As of December 31, 2022 the settlement was recorded in “Accrued expenses and other liabilities” on the Consolidated Balance Sheet.

The settlement was paid in the third quarter of 2023.

SAT claimed its basis for the suspension was a failure by TDP to provide sufficient evidence of the export of goods temporarily imported at required levels under Mexico's Manufacturing, Maquila and Export Services Industries Program ("IMMEX Program").

The Company and TDP has disputed SAT’s position throughout the customs tax audit, through the filing of various petitions and appeals with appropriate documentation evidencing the complete and timely export of the goods temporarily imported during the audit period.

Furthermore, the Company remains subject to other customs tax audits concerning other facilities located within Mexico.

While we cannot predict with certainty the outcome of other assessments, based on currently known information, we believe a risk of loss, if any, is not currently estimable.

Accordingly, no further reserve for loss contingency has been recorded in the Company's financial statements as of December 31, 2023 related to these other matters.

In February of 2024 $5.2 was paid to SAT in connection with the accepted proposal.

| For the fiscal year ended December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | |

The aggregate market value of Common Shares (the only common equity of the registrant) held by non-affiliates (for this purpose, executive officers and directors of the registrant are considered affiliates) as of June 30, [removed: 2023] [added: 2024] (the last business day of the most recently completed second quarter) was approximately [removed: $7,890,816,857][added: $30,843,122,938]

As of February [removed: 16, 2024,] [added: 10, 2025,] there were [removed: 381,970,469] [added: 380,775,581] shares of our Class A common stock, par value $0.0001, issued and outstanding.

Portions of the registrant’s definitive proxy statement for use in connection with its [removed: 2024] [added: 2025] Annual Meeting of Shareholders, which is to be filed no later than 120 days after December 31, [removed: 2023,] [added: 2024,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

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These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Vertiv’s control) or other [removed: assumptions] [added: assumptions, which may change over time, and] that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

Factors that may cause actual results to differ materially from historical performance [removed: and] include, but are not limited to: risks relating to the continued growth of [removed: Vertiv’s] [added: our] customers’ markets; [added: long sales cycles for certain Vertiv products and solutions as well as unpredictable placing or cancelling of customer orders; failure to realize sales expected from our backlog of orders and contracts,] disruption of [removed: Vertiv’s customers’] [added: our customer’s] orders or [removed: Vertiv’s customers’] [added: the] markets; less favorable contractual terms with large customers; risks associated with governmental contracts; failure to mitigate risks associated with long-term fixed price contracts; competition in the [removed: infrastructure technologies industry;] [added: industry in which we operate;] failure to obtain performance and other guarantees from financial institutions; failure to [removed: realize sales expected from Vertiv’s backlog of orders and contracts; failure to] properly manage [removed: Vertiv’s] supply [removed: chain or] [added: chain,] difficulties with third-party [removed: manufacturers; our ability to forecast changes in prices, including due to inflation] [added: manufacturers and increases] in [added: costs of] material, freight and/or [removed: labor costs,] [added: labor,] and [removed: timely implement measures necessary to mitigate the impacts of any such changes; risks associated with our significant backlog, including that] [added: changes in] the [removed: impacts] [added: costs] of [removed: any measures taken to mitigate inflation will not be reflected] [added: production; competition] in [removed: our financial statements immediately; failure to meet or anticipate technology changes;] [added: the infrastructure technologies;] risks associated with information technology disruption or [removed: security;] [added: cyber-security incidents;] risks associated with the implementation and enhancement of information systems; failure to realize the expected benefit from any rationalization, restructuring and improvement efforts; [removed: Vertiv’s ability to realize cost savings in connection with Vertiv’s restructuring program;] disruption of, or changes in, Vertiv’s independent sales representatives, distributors and original equipment manufacturers; [removed: changes to tax law; ongoing] [added: increase of variability in our effective] tax [removed: audits;] [added: rate] costs or liabilities associated with product [removed: liability;] [added: liability due to global operations subjecting us to income and other taxes in] the [added: United States ("U.S.") and numerous foreign entities; the] global scope of Vertiv’s [removed: operations;] [added: operations, especially in emerging markets; failure to benefit from future significant corporate transactions;] risks associated with Vertiv’s sales and operations in emerging [removed: markets;] [added: markets including economic, political and production level risk;] risks associated with future legislation and regulation of Vertiv’s customers’ markets both in the United States and abroad; [removed: Vertiv’s] [added: our] ability to comply with various laws and regulations [added: including but not limited to, laws] and [removed: the costs associated with legal compliance; adverse outcomes] [added: regulations relating] to [removed: any] [added: data protection and data privacy; failure to properly address] legal [removed: claims] [added: compliance issues, particularly those related to imports/exports, anti-corruption laws,] and [removed: proceedings filed by or against Vertiv;] [added: foreign operations;] risks associated with [removed: current] [added: foreign trade policy, including tariffs] and [removed: potential] [added: global trade conflict; risks associated with] litigation or claims against [removed: Vertiv; Vertiv’s] [added: the Company, including the risk of adverse outcomes to any legal claims and proceedings; our] ability to protect or enforce [removed: its] [added: our] proprietary rights on which [removed: its] [added: our] business depends; third party intellectual property infringement claims; liabilities associated with environmental, health and safety matters; failure to achieve environmental, social and governance goals; failure to realize the value of goodwill and intangible assets; exposure to fluctuations in foreign currency exchange rates; [removed: exposure to increases in interest rates set by central banking authorities;] failure to [removed: maintain] [added: remediate material weaknesses in our] internal controls over financial reporting; [removed: the unpredictability of Vertiv’s future operational results, including the ability to grow and manage growth profitably; potential net losses in future periods; Vertiv’s] [added: our] level of indebtedness and the ability to incur additional indebtedness; [removed: Vertiv’s] [added: our] ability to comply with the covenants and restrictions contained in our credit agreements, including restrictive covenants that restrict operational flexibility; [removed: Vertiv’s] [added: our] ability to comply with the covenants and restrictions contained in our credit agreements is not fully within our control; [removed: Vertiv’s] [added: our] ability to access funding through capital markets; [removed: the] [added: resales of] Vertiv [removed: Stockholder’s significant ownership] [added: securities may cause volatility in the market price of our securities; our organizational documents contain provisions that may discourage unsolicited takeover proposals; our certificate of incorporation includes a forum selection clause, which could discourage or limit stockholders’ ability to make a claim against it; the ability of our subsidiaries to pay dividends; factors relating to the business, operations] and [added: financial]

- The long sales cycles for certain [removed: of our] [added: Vertiv] products and solutions offerings, as well as unpredictable placing or canceling of customer orders;

- Failure to properly manage our supply chain [removed: or] difficulties with third-party manufacturers and increases in costs of materials, [removed: labor] [added: labor, freight] and [removed: freight;][added: changes in costs of production;]

- Risks associated with information technology disruption or [removed: security;][added: cyber-security incidents;]

- [removed: Global] [added: Increase of variability in our effective tax rate due to global] operations [removed: subject] [added: subjecting] us to income and other taxes in the U.S. and numerous foreign [removed: entities which increases variability in our effective tax rate;][added: entities;]

- The global scope of our [removed: operations;][added: operations, especially in emerging markets;]

Because of the risk factors included herein, as well as other factors affecting our financial condition and operating results, past financial performance should not be considered [removed: to be] a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

performance of Vertiv and its subsidiaries, including: global economic weakness and uncertainty; our ability to attract, train and retain key members of our leadership team and other qualified personnel; the adequacy of our insurance coverage; fluctuations in interest rates materially affecting our financial results and increasing the risk our counterparties default in our interest rate hedges; our incurrence of significant costs and devotion of substantial management time as a result of operating as a public company; and other risks and uncertainties indicated in this Annual Report including those under the heading “Item 1A.

- Risks associated with wars, conflicts, and other types of geopolitical tensions;

- Risks related to various environmental, social, and governance ("ESG")- related matters, metrics and goals which may impact our business and reputation;

- Incurrence of additional indebtedness;

Vertiv cautions that such forward-looking statements are subject to numerous assumptions, risks and uncertainties, which may change over time.

The forward-looking statements contained in this Annual Report are based on current expectations and beliefs concerning future developments and their potential effects on Vertiv.

influence over Vertiv; resales of Vertiv’s securities may cause volatility in the market price of our securities; Vertiv’s organizational documents contain provisions that may discourage unsolicited takeover proposals; Vertiv’s certificate of incorporation includes a forum selection clause, which could discourage or limit stockholders’ ability to make a claim against it; the ability of Vertiv’s subsidiaries to pay dividends; the ability of Vertiv to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; Vertiv's ability to manage the succession of its key employees; and factors relating to the business, operations and financial performance of Vertiv and its subsidiaries, including: global economic weakness and uncertainty; Vertiv’s ability to attract, train and retain key members of its leadership team and other qualified personnel; the adequacy of Vertiv’s insurance coverage; a failure to benefit from future corporate transactions; risks associated with Vertiv’s limited history of operating as an independent company; and other risks and uncertainties indicated in this Annual Report including those under the heading “Item 1A.

- Risks associated with the invasion of Ukraine by Russia;

- Risks related to increased visibility and emphasis placed environmental, social, and governance (ESG) goals and any failure to achieve those goals;

- Our ability to incur additional indebtedness;

- The Vertiv Stockholder’s significant ownership and influence over Vertiv;

- Risk related to the increase in Class A common stock upon the exercise of outstanding warrants;

- Increased volatility in our net income (loss) due to the valuation of our Warrants;

We recognize the risk that cybersecurity threats pose to our operations, and cybersecurity is an integral component of our overall enterprise risk management [removed: (ERM)] [added: ("ERM")] strategy.

Our cybersecurity framework is aligned with the National Institute of Standards and Technology’s special publication 800-53 and [added: ISO 27001 and] is comprised of the following four main pillars:

The Company has formed a Cyber Risk Oversight Committee [removed: (CROC)] [added: ("CROC")] to oversee the Company’s cybersecurity program.

Our CROC, in turn, communicates any unresolved risks to the Company’s Enterprise Risk Committee [removed: (ERC)] [added: ("ERC")] and the ERC interacts with the Board, the Audit Committee and executive management on a regular interval, or more frequently (if necessary) in regard to such risks.

Currently, the CROC is comprised of representatives of our IT department as well as senior leadership, including [removed: all] [added: a majority of the] direct reports to our [removed: CEO.][added: Chief Executive Officer ("CEO").]

To facilitate this program, the Company has created [added: cyber risk and incident management procedures and] a [added: related] risk register to [removed: assess] [added: document] and monitor potential risks.

As part of its program, the Company conducts formal cybersecurity risk assessment exercises [removed: at least bi-annually.][added: on an annual basis.]

This IRP describes the procedures for handling a variety of cybersecurity incidents; categorizes the [removed: types of potential cybersecurity incidents and the timeframe for reporting each; establishes cybersecurity incident]

[added: types of potential cybersecurity incidents and the timeframe for reporting each; establishes cybersecurity incident] response levels; provides for the conducting of legally privileged investigations to enable us to meet applicable legal obligations, including possible notification requirements; and outlines the roles and responsibilities for various personnel in the event of a cybersecurity incident, including but not limited to, the process to escalate risks to our Board, Audit Committee and our executive management, as necessary.

Further, on a periodic basis, the Board and/or Audit Committee and the ERC also discuss our cybersecurity programs and processes with our [added: CEO,] Chief Information Officer [removed: (CIO)] [added: ("CIO"),] and Chief Information Security Officer [removed: (CISO).][added: ("CISO").]

Our management cybersecurity team consists of [removed: all] [added: a majority] of the direct reports to our CEO, including our CIO, as well as dedicated cybersecurity personnel – including without limitation, our CISO, multiple cybersecurity engineers and other business level stakeholders.

Once the severity level and appropriate management protocol for responding to the cybersecurity incident have been determined in accordance with our Cybersecurity Plan and IRP, the CIO, or the CIO's delegee, may elevate the incident to the CEO, Chief Legal Counsel, Board, and Audit Committee as needed (depending on the nature and severity of the incident) for further investigation and [removed: response, including for an assessment of materiality.]

[added: Depending on the nature of the incident, the CIO or Chief Legal] Counsel will coordinate a notification and communications plan and event analysis across the appropriate teams, which may involve updates to our cybersecurity management team, the Board, the Audit Committee, the ERC and the CROC.

*Relevant Expertise of Management:* Our CISO has more than 20 years of intelligence, information technology and cybersecurity experience, and holds a Masters degree in the area of Cybersecurity and Information Sciences from The Pennsylvania State [removed: University.][added: University as well as a Graduate Certificate from The Pennsylvania State University in Information Systems Cybersecurity and a current Certified Information Security Manager certification from ISACA.]

response, including for an assessment of materiality.

Depending on the nature of the incident, the CIO or Chief Legal

As of February [removed: 16, 2024,] [added: 10, 2025,] there were [removed: 19] [added: 13] holders of record of the Company's common shares.

[removed: We] [added: However, we] are a holding company without any direct operations and have no significant assets other than our ownership interest in [removed: Vertiv Holdings.][added: our subsidiaries.]

The Company did not repurchase any shares of Class A common stock during the fourth quarter of [removed: 2023.][added: 2024.]

The following graph provides a comparison of the cumulative total stockholder return on our common stock from December 31, [removed: 2018] [added: 2019] through December 31, [removed: 2023] [added: 2024] to the returns of the S&P MidCap [removed: 400 and] [added: 400,] Russell [removed: 1000.][added: 1000, and S&P 500.]

The graph assumes that $100 was invested on December 31, [removed: 2018] [added: 2019] in our Class A common stock and that any dividends were reinvested.

[removed: ][added: ]

| Company / Index | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | | | | | [removed: 12/31/2023] [added: 12/31/2024] | | |

On November 29, 2023, we increased the quarterly cash dividend that we pay by declaring a dividend of $0.025 per share.

We further increased our quarterly cash dividend to $0.0375 per share on November 18, 2024, which was paid on December 19, 2024 to shareholders of record as of December 3, 2024, and we currently expect to continue to pay a quarterly dividend.

During the first quarter of 2024, Vertiv purchased 9,076,444 shares of its common stock, par value $0.0001 per share.

During the second quarter of 2024, all shares repurchased were retired.

As of December 31, 2024, $2.4 billion remain for additional share repurchases.

Excess share repurchase price over par value is allocated between additional paid-in capital, which is limited to amounts initially recorded for the same issue, and retained earnings.

| Vertiv Holdings Co. | | | 100.0 | | | | | | 169.4 | | | | | | 226.6 | | | | | | 124.1 | | | | | | 436.4 | | | | | | 1033.5 | | |

| S&P MidCap 400 Index | | | 100.0 | | | | | | 113.7 | | | | | | 141.8 | | | | | | 123.3 | | | | | | 143.5 | | | | | | 163.5 | | |

| Russell 1000 Index | | | 100.0 | | | | | | 121.0 | | | | | | 153.0 | | | | | | 123.7 | | | | | | 156.5 | | | | | | 194.9 | | |

| S&P 500 | | | 100.0 | | | | | | 118.4 | | | | | | 152.4 | | | | | | 124.8 | | | | | | 157.6 | | | | | | 197.0 | | |

On November 29, 2023, we declared a dividend of $0.025 per share, paid on December 27, 2023 to our shareholders of record, as of December 11, 2023.

| Vertiv Holdings Co. | | | 100.0 | | | | | | 112.6 | | | | | | 190.6 | | | | | | 255.0 | | | | | | 139.6 | | | | | | 491.2 | | |

| S&P MidCap 400 Index | | | 100.0 | | | | | | 126.2 | | | | | | 143.4 | | | | | | 179.0 | | | | | | 155.6 | | | | | | 181.2 | | |

| Russell 1000 Index | | | 100.0 | | | | | | 131.4 | | | | | | 159.0 | | | | | | 201.0 | | | | | | 162.6 | | | | | | 205.7 | | |

The Company’s management, with the participation of its Chief Executive Officer and its Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2023] [added: 2024] (the end of the period covered by this Annual Report).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [removed: 2023,] [added: 2024,] our disclosure controls and procedures were effective in ensuring that material information for the Company, including its consolidated subsidiaries, required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that it is accumulated and communicated to management, including our principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] based on criteria established in the Internal Control-Integrated Framework in 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on management’s assessment and the COSO criteria, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

There have been no changes in the Company’s internal controls over financial reporting during the quarter ended December 31, [removed: 2023] [added: 2024] that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

We have audited Vertiv Holdings Co’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Vertiv Holdings Co (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of earnings (loss), comprehensive income (loss), shareholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 23, 2024] [added: 18, 2025] expressed an unqualified opinion thereon.

February 18, 2025

February 23, 2024

During the fiscal quarter covered by this Annual Report on Form 10-K, a Rule 10b5-1 trading arrangement previously adopted on August 8, 2024 for Robin Washington, a member of the Company's board of directors, (the "Washington 10b5-1 Plan") terminated pursuant to its terms.

The Washington 10b5-1 Plan was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act and provided for the potential sale of up to 5,000 shares of Company Class A common stock.

None.

Information concerning the Company’s directors of required by this item is incorporated herein by reference to the material appearing under the heading “Election of Directors” in Vertiv’s Proxy Statement for the 2025 Annual Meeting of Stockholders (our “Proxy Statement”), which will be filed with the Securities and Exchange Commission, pursuant to Regulation 14A, no later than 120 days after the end of the fiscal year.

Information concerning the Audit Committee, and its financial expert required by this item is incorporated herein by reference to the material appearing under the heading “Board of Directors and Corporate Governance – Board Committees” in our Proxy Statement.

Information regarding the Nominating Committee required by this item is incorporated herein by reference to the material appearing under the heading “Board of Directors and Corporate Governance – Board Committees” in our Proxy Statement.

Information regarding the ability of stockholders to communicate with the Board of Directors is incorporated herein by reference to the material appearing under the heading “Additional Information – Stockholder Communications with the Board of Directors” in our Proxy Statement.

Information regarding compliance with Section 16(a) of the Exchange Act required by this item is incorporated herein by reference to the material appearing under the heading “Delinquent Section 16(a) Reports” in our Proxy Statement.

Information concerning the executive officers of Vertiv is incorporated herein by reference to the material appearing under the heading “Directors and Executive Officers” in our Proxy Statement.

We have adopted a Code of Conduct that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer, controller and other executive officers, and our Board of Directors, the complete text of which is available through the Investor Relations section of the Company’s website at vertiv.com.

If the Company makes any amendments to the Code of Conduct other than technical, administrative, or other non-substantive amendments, or grants any waivers, including implicit waivers, from a provision of the Code of Conduct applicable to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, the Company will disclose the nature of the amendment or waiver, its effective date and to whom it applies on its website or in a Current Report on Form 8-K filed with the SEC.

The Company’s website does not form a part of this Annual Report on Form 10-K.

We have also adopted an insider trading policy governing the purchase, sale, and other disposition of our securities by our directors, officers, and employees, and by the Company.

We believe this policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations and listing standards applicable to the Company.

A copy of our insider trading policy is filed as Exhibit 19 to this Form 10-K.

On November 15, 2024, the Company’s Board, approved the Amended and Restated Bylaws of Vertiv Holdings Co, effective as of such date (the “Amended and Restated Bylaws”).

Among other changes, the Amended and Restated Bylaws:

- address matters relating to Rule 14a-19 (the “Universal Proxy Rule”) under the Securities Exchange Act of 1934,including (i) requiring that any stockholder submitting a nomination notice make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with the Universal Proxy Rule, and if so, agree in writing that such stockholder will comply with the requirements of the Universal Proxy Rule; (ii) providing the Company a remedy if a stockholder fails to satisfy the Universal Proxy Rule requirements; (iii) requiring that a stockholder inform the Company if such stockholder no longer plans to solicit proxies in accordance with the Universal Proxy Rule; and (iv) requiring stockholders intending to use the Universal Proxy Rule to provide reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rule at least five business days before the meeting upon request by the Company;

- require any stockholders directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board;

- implement certain revisions to conform to recent amendments to the Delaware General Corporation Law (the “DGCL”), including (i) giving the Company the ability to provide the details for an adjourned meeting in any manner permitted by the DGCL and (ii) eliminating the requirement that the Company make a stockholder list available during a meeting of stockholders; and

- require stockholder director nominees to provide additional information required to be provided by the Board’s director nominees, and incorporate certain administrative and modernizing changes, including those intended to provide clarification and consistency.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is filed as Exhibit 3.3 to the Form 10-K.

The information required by this Item 10.

“Directors, Executive Officers and Corporate Governance” is incorporated herein by reference from our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after our fiscal year end of December 31, 2023 (the “Proxy Statement”).

“Executive Compensation” is incorporated herein by reference [removed: from] [added: to the material appearing under the heading "Executive Compensation - Compensation Discussion and Analysis" and "Compensation Tables" in] our Proxy Statement.

“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” is incorporated herein by reference [removed: from] [added: to the material appearing under the heading “Security Ownership of Certain Beneficial Owners and Management" in] our Proxy Statement.

“Certain Relationships and Related Transactions, and Director Independence” is incorporated herein by reference [removed: from] [added: to the material appearing under the heading "Certain Relationships and Related Party Transactions" and "Board of Directors and Corporate Governance - Director Independence" in] our Proxy Statement.

“Principal Accounting Fees and Services” is incorporated herein by reference [removed: from] [added: to material appearing under the heading "Information Regarding Independent Registered Public Accounting Firm" in] our Proxy Statement.

See Index to Consolidated Financial Statements appearing on page [removed: [56](#ib97eb8f32ce549f0a7bcb186e83fd74b_103).][added: [56](#if77ec96de36b4570814d3c374c8ea696_109).]

| 2.2 | | | | | | [Sale and Purchase Agreement between Vertiv Holdings Ireland DAC, Vertiv International Holding Corporation (“Buyers”), Vertiv Holdings Co (the “Company”) and the Sellers named [removed: therein,](http://www.sec.gov/Archives/edgar/data/1674101/000119312521267213/d213876dex21.htm) [](http://www.sec.gov/Archives/edgar/data/1674101/000119312521267213/d213876dex21.htm)[dated] [added: therein,](https://www.sec.gov/Archives/edgar/data/1674101/000119312521267213/d213876dex21.htm) [](https://www.sec.gov/Archives/edgar/data/1674101/000119312521267213/d213876dex21.htm)[dated] September 8, 2021 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 8, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000119312521267213/d213876dex21.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1674101/000119312521267213/d213876dex21.htm)] | | | | | | | | |

| 3.2 | | | | | | [Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 2, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000162828021015172/exhibit31-amendmenttoartic.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1674101/000162828021015172/exhibit31-amendmenttoartic.htm)] | | | | | | | | |

| 3.3 | | | | | | [Amended and Restated Bylaws of Vertiv Holdings [removed: Co] [added: Co, effective November 15, 2024] (incorporated by reference to Exhibit [removed: 3.2] [added: 3.1] to the Company’s Current Report on Form 8-K, filed with the SEC on [removed: February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex32.htm)] [added: November 19, 2024).](https://www.sec.gov/Archives/edgar/data/1674101/000162828024048434/amendedandrestatedbylawsof.htm)] | | | | | | | | |

| 4.2 | | | | | | [Form of 4.125% Senior Secured Note due 2028 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 27, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000119312521308643/d246329dex41.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1674101/000119312521308643/d246329dex41.htm)] | | | | | | | | |

| 4.3 | | | | | | [Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex42.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex42.htm)] | | | | | | | | |

| 4.7 | | | | | | [Registration Rights Agreement, dated as of November 1, 2021, by and among the Company, each of the Holders listed on Schedule A thereto and the other Holders time to time parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 1, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000119312521315408/d248934dex101.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1674101/000119312521315408/d248934dex101.htm)] | | | | | | | | |

| 4.8* | | | | | | [Description of Securities of Vertiv Holdings [removed: Co.](https://www.sec.gov/Archives/edgar/data/1674101/000162828024006498/exhibitno48vrt-fy2023.htm)] [added: Co.](https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/exhibitno48vrt-fy2024.htm)] | | | | | | | | |

| 10.5 | | | | | | [Form of Director Stock Option Award Agreement (incorporated by reference to Exhibit 10.29 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000162828021003604/exhibitno1029vrt03012021.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1674101/000162828021003604/exhibitno1029vrt03012021.htm)] | | | | | | | | |

| 10.9 | | | | | | [Form of Special Performance Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 21, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1674101/000119312522289475/d356491dex101.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1674101/000119312522289475/d356491dex101.htm)] | | | | | | | | |

| 10.12 | | | | | | [Vertiv Holdings [removed: Co](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm) [Amended] [added: Co Amended] and [removed: Res](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm)[tated](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm) [Executive] [added: Restated Executive] Employment Policy (incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm)[1](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm) [to] [added: 10.1 to] the Company’s Current Report on Form 8-K, filed with the SEC [removed: on](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm) [October](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm) [](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm)[2](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm)[7, 202](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm)[3](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm)[).](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm)] [added: on October 27, 2023).](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm)] | | | | | | | | |

| 10.21 | | | | | | [Amendments No. 6 to the Revolving Credit Agreement, dated as of September 20, 2022, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, certain other affiliates of Vertiv Group Corporation, as borrowers and guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.1(a) to the Company’s Current Report on Form 8-K, filed on September 20, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1674101/000119312522247717/d347490dex101a.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1674101/000119312522247717/d347490dex101a.htm)] | | | | | | | | |

| 10.22 | | | | | | [Amendments No. 7 to the Revolving Credit Agreement, dated as of September 20, 2022, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, certain other affiliates of Vertiv Group Corporation, as borrowers and guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.1(b) to the Company’s Current Report on Form 8-K, filed on September 20, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1674101/000119312522247717/d347490dex101b.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1674101/000119312522247717/d347490dex101b.htm)] | | | | | | | | |

| [removed: 10.23] [added: 10.25] | | | | | | [Term Loan Credit Agreement, dated as of March 2, 2020, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as borrower, the lenders party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 3, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000162828020002714/exhibitno101termloancred.htm) | | | | | | | | |

| [removed: 10.24] [added: 10.26] | | | | | | [Amendment No. 1 to Term Loan Credit Agreement, dated as of March 10, 2021, by and among Vertiv Group Corporation, as borrower, Vertiv Intermediate Holding II Corporation and certain other affiliates of Vertiv Group Corporation, as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 10, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000119312521076423/d105467dex101.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1674101/000119312521076423/d105467dex101.htm)] | | | | | | | | |

| [removed: 10.25] [added: 10.27] | | | | | | [Amendment No. 2 to Term Loan Credit Agreement, dated as of June 23, 2023, by and among Vertiv Group Corporation, as borrower, Vertiv Intermediate Holding II Corporation and certain other affiliates of Vertiv Group Corporation, as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 23, 2023).](https://www.sec.gov/Archives/edgar/data/1674101/000119312523173872/d355125dex101.htm) | | | | | | | | |

| [removed: 10.26] [added: 10.28] | | | | | | [Amendment No. 3 to Term Loan Credit Agreement, dated as of December 13, 2023, by and among Vertiv Group Corporation, as borrower, Vertiv Intermediate Holding II Corporation and certain other affiliates of Vertiv Group Corporation, as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 13, 2023)](https://www.sec.gov/Archives/edgar/data/1674101/000119312523293984/d648019dex101.htm) | | | | | | | | |

| [removed: 10.27] [added: 10.31] | | | | | | [Employment Agreement by and between Vertiv Holdings Co and Stephen Hen I Liang (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 2, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000162828021015172/exhibit101-stephenhenilian.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1674101/000162828021015172/exhibit101-stephenhenilian.htm)] | | | | | | | | |

| [removed: 10.28] [added: 10.32] | | | | | | [First Amendment to Employment Agreement dated as of August 5, 2022 by and between Vertiv Holdings Co and Stephen Hen I Liang (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on October 31, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex101amendedemployme.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex101amendedemployme.htm)] | | | | | | | | |

| [removed: 10.29] [added: 10.33] | | | | | | [removed: [Confidential Separation Agreement and General Release and Waiver of Claims,] [added: [Employment Agreement,] dated [removed: September 9,] [added: as of November 21,] 2022, by and [removed: between Vertiv Holdings Co,] [added: among Giordano Albertazzi,] Vertiv [removed: Group] Corporation, and [removed: Jason Forcier] [added: Vertiv Holdings Co.] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.27] to the Company’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q,] [added: 10-K,] filed with the SEC on [removed: October 31, 2022)](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex102separationagree.htm)] [added: February 27, 2023).](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibit1027-giordanosemplo.htm)] | | | | | | | | |

| 21.1* | | | | | | [List of Vertiv’s [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1674101/000162828024006498/exhibitno211vrt02232024.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/exhibitno211vrt02142025.htm)] | | | | | | | | |

| 23.1* | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1674101/000162828024006498/exhibitno231vrt02232024.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/exhibitno231vrt02142025.htm)] | | | | | | | | |

| 31.1* | | | | | | [Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828024006498/exhibitno311section302-vrt.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/exhibitno311section302-vrt.htm)] | | | | | | | | |

| 31.2* | | | | | | [Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828024006498/exhibitno312section302-vrt.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/exhibitno312section302-vrt.htm)] | | | | | | | | |

| 32.1* | | | | | | [Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828024006498/exhibitno321section906-vrt.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/exhibitno321section906-vrt.htm)] | | | | | | | | |

| 32.2* | | | | | | [Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828024006498/exhibitno322section906-vrt.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/exhibitno322section906-vrt.htm)] | | | | | | | | |

| 101.INS* | | | | | | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] formatted in Inline XBRL: (i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Balance Sheets, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | | | | | | | | |

| 10.23 | | | | | | [Amendment No. 8 to the Revolving Credit Agreement, dated as of February 16, 2024, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, certain other affiliates of Vertiv Group Corporation, as borrowers and guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 16, 2024).](https://www.sec.gov/Archives/edgar/data/1674101/000119312524038556/d595876dex101.htm) | | | | | | | | |

| 10.24 | | | | | | [Amendment No. 9 to the Revolving Credit Agreement, dated as of November 12, 2024, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, certain other affiliates of Vertiv Group Corporation, as borrowers and guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 12, 2024).](https://www.sec.gov/Archives/edgar/data/1674101/000119312524256070/d901217dex101.htm) | | | | | | | | |

| 10.29 | | | | | | [Amendment No. 4 to Term Loan Credit Agreement, dated as of June 13, 2024, by and among Vertiv Group Corporation, as borrower, Vertiv Intermediate Holding II Corporation and certain other affiliates of Vertiv Group Corporation, as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 13, 2024).](https://www.sec.gov/Archives/edgar/data/1674101/000119312524160352/d937211dex101.htm) | | | | | | | | |

| 10.30 | | | | | | [Amendment No. 5 to Term Loan Credit Agreement, dated as of December 13, 2024, by and among Vertiv Group Corporation, as borrower, Vertiv Intermediate Holding II Corporation and certain other affiliates of Vertiv Group Corporation, as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 13, 2024).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001674101/000119312524278680/d863923d8k.htm) | | | | | | | | |

| 19* | | | | | | [Insider Trading Policy, dated as of December 9, 2024, by and between Vertiv Group Corporation and directors, officers, employees, and others.](https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/exhibitno19-insidertrading.htm) | | | | | | | | |

| 10.30 | | | | | | [Retirement Agreement and General Release and Waiver of Claims, dated October 2, 2022, by and between Vertiv Holdings Co, Vertiv Group Corporation, and Robert Johnson (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on October 31, 2022)](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex105retirementagree.htm) | | | | | | | | |

| 10.31 | | | | | | [Independent Contractor Agreement, dated effective January 1, 2023, by and between Vertiv Group Corporation and Robert Johnson (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on October 31, 2022)](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex106independentcont.htm) | | | | | | | | |

| 10.32 | | | | | | [Employment Agreement, dated as of November 21, 2022, by and among Giordano Albertazzi, Vertiv Corporation, and Vertiv Holdings Co.](http://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibit1027-giordanosemplo.htm) | | | | | | | | |

| 10.33 | | | | | | [TRA Repurchase Agreement, dated as of December 31, 2021, by and between Vertiv Holdings Co and VPE Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 6, 2022.](http://www.sec.gov/Archives/edgar/data/1674101/000162828022000426/exhibit101-trarepurchaseag.htm) | | | | | | | | |

| 10.34 | | | | | | [Amendment No. 1 to TRA Repurchase Agreement, dated as of June 15, 2022, by and between Vertiv Holdings Co and VPE Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 15, 2022.](http://www.sec.gov/Archives/edgar/data/1674101/000162828022017243/ex101-amendmentno1totrarep.htm) | | | | | | | | |

| Date: | | | February [removed: 23, 2024] [added: 18, 2025] | | | | | | Vertiv Holdings Co | | | | | |

| /s/ Giordano Albertazzi | | | Chief Executive Officer and Director | | | February [removed: 23, 2024] [added: 18, 2025] | | |

| /s/ David J. Fallon | | | Chief Financial Officer | | | February [removed: 23, 2024] [added: 18, 2025] | | |

| /s/ [removed: Scott A. Cripps] [added: Eric M. Johnson] | | | Chief Accounting Officer | | | February [removed: 23, 2024] [added: 18, 2025] | | |

| [removed: Scott A. Cripps] [added: Eric M. Johnson] | | | (Principal Accounting Officer) | | | | | |

| /s/ David M. Cote | | | Executive Chairman of the Board | | | February [removed: 23, 2024] [added: 18, 2025] | | |

| /s/ Joseph van Dokkum | | | Director | | | February [removed: 23, 2024] [added: 18, 2025] | | |

| /s/ Joseph J. DeAngelo | | | Director | | | February [removed: 23, 2024] [added: 18, 2025] | | |

| /s/ Jakki L. Haussler | | | Director | | | February [removed: 23, 2024] [added: 18, 2025] | | |

| /s/ Roger Fradin | | | Director | | | February [removed: 23, 2024] [added: 18, 2025] | | |

| /s/ Jacob Kotzubei | | | Director | | | February [removed: 23, 2024] [added: 18, 2025] | | |

| /s/ Matthew Louie | | | Director | | | February [removed: 23, 2024] [added: 18, 2025] | | |

| /s/ Edward L. Monser | | | Director | | | February [removed: 23, 2024] [added: 18, 2025] | | |

| /s/ Steven S. Reinemund | | | Director | | | February [removed: 23, 2024] [added: 18, 2025] | | |

| /s/ Robin L. Washington | | | Director | | | February [removed: 23, 2024] [added: 18, 2025] | | |

| | | | | | | | | | /s/ Eric M. Johnson | | | | | |

| | | | | | | | | | Name: Eric M. Johnson | | | | | |

| | | | | | | | | | /s/ Scott Cripps | | | | | |

| | | | | | | | | | Name: Scott Cripps | | | | | |

| [Report of Independent Public Accounting [removed: Firm](#ib97eb8f32ce549f0a7bcb186e83fd74b_106)] [added: Firm](#if77ec96de36b4570814d3c374c8ea696_112)] (PCAOB ID: 42) | | | | | | | | | | | | | | | [removed: [57](#ib97eb8f32ce549f0a7bcb186e83fd74b_106)] [added: [57](#if77ec96de36b4570814d3c374c8ea696_112)] | | |

| [Consolidated Statements of Earnings [removed: (Loss)](#ib97eb8f32ce549f0a7bcb186e83fd74b_112)] [added: (Loss)](#if77ec96de36b4570814d3c374c8ea696_118)] | | | | | | | | | | | | | | | [removed: [59](#ib97eb8f32ce549f0a7bcb186e83fd74b_112)] [added: [59](#if77ec96de36b4570814d3c374c8ea696_118)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#ib97eb8f32ce549f0a7bcb186e83fd74b_115)] [added: (Loss)](#if77ec96de36b4570814d3c374c8ea696_121)] | | | | | | | | | | | | | | | [removed: [60](#ib97eb8f32ce549f0a7bcb186e83fd74b_115)] [added: [60](#if77ec96de36b4570814d3c374c8ea696_121)] | | |

| [Consolidated Balance [removed: Sheets](#ib97eb8f32ce549f0a7bcb186e83fd74b_118)] [added: Sheets](#if77ec96de36b4570814d3c374c8ea696_124)] | | | | | | | | | | | | | | | [removed: [61](#ib97eb8f32ce549f0a7bcb186e83fd74b_118)] [added: [61](#if77ec96de36b4570814d3c374c8ea696_124)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ib97eb8f32ce549f0a7bcb186e83fd74b_121)] [added: Flows](#if77ec96de36b4570814d3c374c8ea696_127)] | | | | | | | | | | | | | | | [removed: [62](#ib97eb8f32ce549f0a7bcb186e83fd74b_121)] [added: [62](#if77ec96de36b4570814d3c374c8ea696_127)] | | |

| [Consolidated Statements of [removed: S](#ib97eb8f32ce549f0a7bcb186e83fd74b_124)[hareholde](#ib97eb8f32ce549f0a7bcb186e83fd74b_124)[rs’] [added: Shareholders’] Equity [removed: (Deficit)](#ib97eb8f32ce549f0a7bcb186e83fd74b_124)] [added: (Deficit)](#if77ec96de36b4570814d3c374c8ea696_130)] | | | | | | | | | | | | | | | [removed: [64](#ib97eb8f32ce549f0a7bcb186e83fd74b_124)] [added: [63](#if77ec96de36b4570814d3c374c8ea696_130)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib97eb8f32ce549f0a7bcb186e83fd74b_127)] [added: Statements](#if77ec96de36b4570814d3c374c8ea696_133)] | | | | | | | | | | | | | | | [removed: [65](#ib97eb8f32ce549f0a7bcb186e83fd74b_127)] [added: [64](#if77ec96de36b4570814d3c374c8ea696_133)] | | |

| [1: Description of business and summary of significant accounting [removed: policies](#ib97eb8f32ce549f0a7bcb186e83fd74b_130)] [added: policies](#if77ec96de36b4570814d3c374c8ea696_136)] | | | | | | | | | | | | | | | [removed: [65](#ib97eb8f32ce549f0a7bcb186e83fd74b_130)] [added: [64](#if77ec96de36b4570814d3c374c8ea696_136)] | | |

| [5: Goodwill and other [removed: intangibles](#ib97eb8f32ce549f0a7bcb186e83fd74b_151)] [added: intangibles](#if77ec96de36b4570814d3c374c8ea696_154)] | | | | | | | | | | | | | | | [removed: [77](#ib97eb8f32ce549f0a7bcb186e83fd74b_151)] [added: [73](#if77ec96de36b4570814d3c374c8ea696_154)] | | |

| [10: Related party [removed: transactions](#ib97eb8f32ce549f0a7bcb186e83fd74b_166)] [added: transactions](#if77ec96de36b4570814d3c374c8ea696_169)] | | | | | | | | | | | | | | | [removed: [88](#ib97eb8f32ce549f0a7bcb186e83fd74b_166)] [added: [85](#if77ec96de36b4570814d3c374c8ea696_169)] | | |

| [11: Other financial [removed: information](#ib97eb8f32ce549f0a7bcb186e83fd74b_169)] [added: information](#if77ec96de36b4570814d3c374c8ea696_175)] | | | | | | | | | | | | | | | [removed: [89](#ib97eb8f32ce549f0a7bcb186e83fd74b_169)] [added: [86](#if77ec96de36b4570814d3c374c8ea696_175)] | | |

| [12: Financial instruments and risk [removed: management](#ib97eb8f32ce549f0a7bcb186e83fd74b_172)] [added: management](#if77ec96de36b4570814d3c374c8ea696_178)] | | | | | | | | | | | | | | | [removed: [89](#ib97eb8f32ce549f0a7bcb186e83fd74b_172)] [added: [86](#if77ec96de36b4570814d3c374c8ea696_178)] | | |

| [13: Accumulated other comprehensive (loss) [removed: income](#ib97eb8f32ce549f0a7bcb186e83fd74b_178)] [added: income](#if77ec96de36b4570814d3c374c8ea696_184)] | | | | | | | | | | | | | | | [removed: [92](#ib97eb8f32ce549f0a7bcb186e83fd74b_178)] [added: [89](#if77ec96de36b4570814d3c374c8ea696_184)] | | |

| [15: Stock-based compensation [removed: plans](#ib97eb8f32ce549f0a7bcb186e83fd74b_184)] [added: plans](#if77ec96de36b4570814d3c374c8ea696_190)] | | | | | | | | | | | | | | | [removed: [94](#ib97eb8f32ce549f0a7bcb186e83fd74b_184)] [added: [92](#if77ec96de36b4570814d3c374c8ea696_190)] | | |

| [16: Earnings (loss) per [removed: share](#ib97eb8f32ce549f0a7bcb186e83fd74b_187)] [added: share](#if77ec96de36b4570814d3c374c8ea696_193)] | | | | | | | | | | | | | | | [removed: [96](#ib97eb8f32ce549f0a7bcb186e83fd74b_187)] [added: [94](#if77ec96de36b4570814d3c374c8ea696_193)] | | |

| [17: Commitments and [removed: contingencies](#ib97eb8f32ce549f0a7bcb186e83fd74b_190)] [added: contingencies](#if77ec96de36b4570814d3c374c8ea696_196)] | | | | | | | | | | | | | | | [removed: [97](#ib97eb8f32ce549f0a7bcb186e83fd74b_190)] [added: [95](#if77ec96de36b4570814d3c374c8ea696_196)] | | |

We have audited the accompanying consolidated balance sheets of Vertiv Holdings Co (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of earnings (loss), comprehensive income (loss), shareholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 23, 2024] [added: 18, 2025] expressed an unqualified opinion thereon.

| Description of the Matter | | | As described in Note 9 to the Company’s consolidated financial statements, the Company is involved in various income tax matters for which the ultimate outcomes are uncertain. As of December 31, [removed: 2023,] [added: 2024,] the gross amount of unrecognized tax benefits was [removed: $102.5] [added: $149.1] million. The Company’s tax positions are subject to audit by local taxing authorities across multiple global subsidiaries and the resolution of such audits may span multiple years. Tax law is complex and often subject to varied interpretations, accordingly, the ultimate outcome with respect to taxes the Company may owe may differ from the amounts recognized. Auditing management's accounting for and disclosure of uncertain tax positions was especially challenging due to the complexity and significant judgment associated with the recognition and measurement of the tax positions that are more likely than not to be sustained. | | |

| How We Addressed the Matter in Our Audit | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting for uncertain tax positions. Our procedures included testing controls over management’s review of the valuation [removed: of, and key assumptions used to, estimate] [added: of] the reserves for uncertain tax positions, [added: including the assumptions used to estimate the reserves,] as well as [added: management’s] controls over the completeness and accuracy of the data used within the Company’s analyses of its uncertain tax positions. Our audit procedures included, among others, evaluating the assumptions utilized by the Company to assess its uncertain tax positions by jurisdiction. We also tested the completeness and accuracy of the underlying data used in the Company’s analyses of its uncertain tax positions. We evaluated certain legal opinions and other supporting documentation prepared from external advisors and internal legal counsel, examined the Company's communications with the relevant tax authorities and read the minutes of the meetings of the committees of the board of directors. We involved tax professionals with specialized skill and knowledge to assist in our evaluation of the tax technical merits of the Company’s assessment, including the assessment of whether the tax positions are more likely than not to be sustained, the amount of the potential benefits to be realized, and the application of relevant income tax law. We also assessed the Company’s disclosure of uncertain tax positions. | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | |

| Net sales - products | | | $ | [removed: 5,406.1] [added: 6,393.5] | | | | | $ | [removed: 4,335.3] [added: 5,406.1] | | | | | $ | [removed: 3,694.6] [added: 4,335.3] | | | | |

| Net sales - services | | | [removed: 1,457.1] [added: 1,618.3] | | | | | | [removed: 1,356.2] [added: 1,457.1] | | | | | | [removed: 1,303.5] [added: 1,356.2] | | | | | |

| Net sales | | | [removed: 6,863.2] [added: 8,011.8] | | | | | | [removed: 5,691.5] [added: 6,863.2] | | | | | | [removed: 4,998.1] [added: 5,691.5] | | | | | |

| Cost of sales - products | | | [removed: 3,575.7] [added: 4,099.4] | | | | | | [removed: 3,219.1] [added: 3,575.7] | | | | | | [removed: 2,699.7] [added: 3,219.1] | | | | | |

| Cost of sales - services | | | [removed: 887.0] [added: 978.2] | | | | | | [removed: 856.3] [added: 887.0] | | | | | | [removed: 775.7] [added: 856.3] | | | | | |

| Cost of sales | | | [removed: 4,462.7] [added: 5,077.6] | | | | | | [removed: 4,075.4] [added: 4,462.7] | | | | | | [removed: 3,475.4] [added: 4,075.4] | | | | | |

| Selling, general and administrative expenses | | | [removed: 1,312.3] [added: 1,374.0] | | | | | | [removed: 1,178.3] [added: 1,312.3] | | | | | | [removed: 1,109.0] [added: 1,178.3] | | | | | |

| Amortization of intangibles | | | [removed: 181.3] [added: 184.2] | | | | | | [removed: 215.8] [added: 181.3] | | | | | | [removed: 144.3] [added: 215.8] | | | | | |

| Restructuring costs | | | [removed: 28.6] [added: 5.3] | | | | | | [removed: 0.7] [added: 28.6] | | | | | | [removed: 1.4] [added: 0.7] | | | | | |

| Foreign currency (gain) loss, net | | | [removed: 16.0] [added: 9.3] | | | | | | [removed: 3.7] [added: 16.0] | | | | | | [removed: 3.2] [added: 3.7] | | | | | |

| Other operating expense (income) | | | [removed: (9.9)] [added: (6.0)] | | | | | | [removed: (5.8)] [added: (9.9)] | | | | | | [removed: (3.8)] [added: (5.8)] | | | | | |

| Operating profit (loss) | | | [removed: 872.2] [added: 1,367.4] | | | | | | [removed: 223.4] [added: 872.2] | | | | | | [removed: 259.9] [added: 223.4] | | | | | |