Vertiv Holdings (VRT) 10-K risk factor changes: FY2025 vs FY2024

You should carefully consider the following risks as well as the other information included in this Annual Report, including “Cautionary [removed: Statement About] [added: Note] Regarding Forward-Looking Statements,” “Risk Factor Summary,” “Item 7.

We rely on the continued growth of our customers’ [removed: networks,] [added: critical infrastructure systems,] in particular data center and communication [removed: networks,] [added: infrastructure,] to grow our business, operations and revenue, and any decreases in demand in these [removed: networks] [added: infrastructures] could lead to a decrease in [added: demand for] our product offerings.

A substantial portion of our business depends on the continued growth of our current and potential customers’ data centers and communication [removed: networks.][added: infrastructure demand.]

If these [removed: networks] [added: data centers and communication infrastructures] do not continue to grow, whether as a result of changes in the economy, [added: shifts in the level or focus of spending on artificial intelligence,] capital spending, building capacity in excess of demand, delays in receiving required permits and approvals, or for any other reason, overall [added: customer] demand [removed: could decrease] for our product [removed: offerings,] [added: offerings could decrease,] which would have an adverse effect on our business, results of operations and financial condition.

The [removed: long] [added: length of the] sales [removed: cycles] [added: cycle] for certain 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 [removed: quarter-to-quarter,] [added: period-to-period,] which could make our future operational results less predictable.

In particular, customers deciding on the design and implementation of large deployments may have lengthy and unpredictable procurement processes that may delay or impact expected future orders, including customers canceling orders based on [added: unforeseen] changes to their businesses.

As a result, the order booking and sales recognition process is often uncertain and unpredictable, with some customers placing large orders with short lead times on little advance notice and others requiring lengthy, open-ended processes that may change depending on global or regional economic [removed: weakness.][added: conditions.]

Our backlog consists of the value of product and service orders for which [removed: we have received] a customer purchase order or purchase commitment [removed: and which have] [added: is received, but has] not yet been delivered.

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] Vertiv’s estimated combined order backlog was [removed: $7.2] [added: approximately $15.0] billion and [removed: $5.5] [added: $7.2] billion, respectively.

The majority of our combined backlog is considered firm and expected to be delivered within [removed: one year.][added: 12 to 18 months.]

[added: For example, if industry consolidation results in fewer, larger customers, the loss of] any one customer [added: or a significant reduction in their spending] could have [removed: a material] [added: an outsized] impact on results not anticipated in a customer marketplace composed of more numerous participants.

[removed: Large companies, such as communication network and cloud/hyperscale and colocation data center providers,] [added: Larger customers] often require [removed: more favorable] terms and conditions [removed: in our contracts,] [added: that are more favorable to the customer,] which could result in downward pricing pressures on our business.

Large [removed: companies,] [added: customers,] such as [added: larger] communication [removed: network and cloud/hyperscale] [added: network, cloud/hyperscale, neocloud,] and colocation data center providers, comprise a material portion of our customer base and generally have greater purchasing power than smaller [removed: entities.][added: customers.]

Accordingly, these customers often have enhanced leverage that allow them to require more favorable terms and conditions in their contracts with [removed: us.][added: us, including in connection with large, multi-year projects to support artificial intelligence and other high-density compute workloads.]

In addition, these customers may impose substantial penalties for any product or service failures caused by us or the failure by us to timely deliver products ordered by those [removed: customers.][added: customers and may seek more stringent performance, service-level and delivery commitments as the scale and urgency of their projects increase.]

As we seek to sell more products to such customers, we may be required to agree to such terms and conditions more frequently, which [removed: may include terms that] [added: could] affect the timing of our cash flows and ability to recognize [removed: revenue,] [added: revenue or that allocate a greater share of project] and [added: schedule risk to us, and] could have an adverse effect on our business, results of operations and financial condition.

Our contracts with governmental customers are subject to increased pressures to reduce expenses, may contain additional or more onerous terms and [removed: conditions that are not common among commercial customers,] [added: conditions,] and may subject us to increased risk of audits, investigations, sanctions and penalties by such governmental parties, which could result in various civil and criminal penalties, administrative sanctions, and fines and suspensions.

We derive a portion of our revenue from contracts with governmental customers, including [added: but not limited to] the U.S. [removed: federal,] [added: federal government, and various] state and local governments.

There is pressure on such governmental customers and their respective agencies to reduce spending and some of our contracts at the [added: federal,] state and local levels are subject to government funding authorizations.

Additionally, government contracts are generally subject to audits and investigations [removed: which] [added: that] could result in various civil and criminal penalties and administrative sanctions, including [removed: termination of contracts, refund of a portion of fees received,] [added: contract termination, refunds,] forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business.

Such contracts are also subject to various laws and regulations that apply to doing business with governmental entities, such as country-specific sourcing [removed: requirements.][added: requirements and evolving cybersecurity, data protection and supply-chain regulations and standards.]

Our failure to mitigate certain risks [added: or accurately estimate our costs] associated with fulfillment of such contracts may result in excess costs and penalties.

The [removed: areas] [added: industries and markets] in which we [removed: provide our product and solution offerings] [added: operate] are highly competitive, and we experience competitive pressures from numerous and varied competitors.

We compete [removed: with other providers] primarily on the basis of our technology, reliability, quality, price, service and customer relationships.

If our products, services, and cost structure do not enable us to compete [removed: successfully based on any of those criteria,] [added: successfully,] we may experience a decline in product sales and a corresponding loss of customers.

Our competitors, any of which could introduce new technologies or business models that disrupt significant portions of our markets and cause our customers to move a material portion of their business away from [removed: us to such competitors,] [added: us,] primarily include:

[removed: Competitors within this category] [added: These competitors may have comparatively greater financial, technical and marketing resources available to them and would] include Schneider Electric, S.E., Eaton Corporation Plc, Legrand SA, and Huawei Investment & Holding Co., Ltd, each of which [removed: have] [added: has] a large, global presence and compete directly in the markets in which we operate.

- Offering-specific competitors with products and services that compete globally but with a limited set of product [removed: offerings.][added: offerings, which would include Delta Electronics, Inc., Stulz GmbH, Johnson Controls International PLC, and Socomec Holding SA.]

These competitors may be able to focus more closely on a particular [added: product or service] segment of the market and apply targeted financial, technical and marketing resources in ways that we [removed: cannot,] [added: do not,] potentially leading to stronger brand recognition, technological advancement and more competitive pricing within that targeted segment.

[removed: - Regional or country-level competitors] [added: These] are competitors that compete with us in a limited geographic area.

Failure to obtain performance and other guarantees from financial institutions, may prevent us from bidding on or obtaining certain contracts, or [removed: cause] [added: increase] our costs with respect to such [removed: contracts to be higher.][added: contracts.]

In accordance with industry practice, for certain project [removed: opportunities] [added: opportunities, including large data center, artificial intelligence and other complex infrastructure projects,] we are required to provide guarantees, including bid-bonds, advance payment and performance guarantees.

Some customers require these guarantees to be issued by a financial institution, and historic global financial conditions have in the past, and may in the future, make it more difficult and expensive to obtain these [removed: guarantees.][added: guarantees or may limit the capacity of financial institutions to issue them at the levels or on the terms we require.]

Our operations, particularly our manufacturing and service operations, depend on [removed: the availability and prices of] raw materials, components, products and services from third-party suppliers, and such suppliers’ ability to timely deliver the quantities and quality required at [removed: reasonable] [added: acceptable] prices.

[removed: Additionally, our] [added: Successful] operations depend on our ability to accurately anticipate these needs and prices.

[removed: In addition, certain] [added: We have a large number] of [added: providers to support] our [removed: suppliers] [added: global operations and breadth of offerings, some of whom] are also competitors [removed: with us] [added: of ours] in one or more parts of our business and those suppliers may decide to discontinue business with us.

As described in our prior filings, at times in the past we did not accurately anticipate the magnitude of inflationary [added: cost] increases [removed: in costs of] [added: and customs duties and tariffs for] our materials, freight and labor, [removed: as a result of] which [added: resulted in] such cost increases [removed: were] not [added: being] immediately reflected in the prices for our offerings.

Other supply chain issues that we [removed: historically] have faced, and may face in the future include, but are not limited to, the following:

[added: - *Volatility in the supply or price of raw materials, freight and labor* \-] Our products rely on a variety of raw materials and components, including steel, copper, aluminum and various electronic components.

Moreover, prices [added: and custom duties and tariffs] for some of these materials and components have historically been volatile and unpredictable.

Also, due to our large backlog, pricing changes may take longer to be reflected in our financial results.

Our recent acquisitions have added to our sales pipeline and backlog.

The contracts associated with our acquisitions may have differing terms, allowing customers to reduce firm orders or terminate contracts, with varying costs.

Our customers’ markets could suffer disruption due to a number of factors, including government policy changes, local zoning decisions, community opposition or temporary or permanent local moratoria that limit or restrict the siting,

construction or expansion of data centers and other critical digital infrastructure, industry consolidations or the shifting of market size and purchasing power among customers.

Evolving customer strategy resulting from consolidation or reduction in technology spend could lead to a significant decline in business with, or pricing pressure from, one or more of our key customers, which could adversely affect our business, results of operations and financial condition.

In addition, changes in our customers’ investment priorities, for example, shifts in the level or focus of spending on artificial intelligence, cloud or other technology projects or in the types of facilities they deploy, may result in reduced demand or increased pricing pressure for certain of our offerings, even if overall technology spending remains robust.

If we do not successfully anticipate technological shifts, market needs and opportunities, we may not be able to compete effectively and our ability to generate revenues will suffer.

- Regional or country-level competitors.

- *Increasing Demand* - As the demand for our products increases, or if we experience unexpected large orders, we will need to increase production and obtain sufficient supply of materials.

If we fail to meet this increased customer demand in a timely manner, or at all, of if we fail to obtain the necessary raw materials or otherwise satisfy the performance obligations in our contracts related to these orders, we could be subject to penalty provisions, liquidated damages or other claims.

Additionally, our reputation and customer relationships could be damaged and we could lose revenue and market share.

Additionally, customer application requirements changing, or using products outside of the originally intended performance envelope, could lead to inadequate testing and/or application failure mode analysis.

Managing daily global operations requires overcoming cultural and language barriers, assimilating different business practices, creating compensation, employment administrative programs and practices that comply across a spectrum of countries.

These risks may be enhanced in emerging markets, and additional risks not encountered in established countries may also occur, including more frequent foreign currency exchange rate fluctuations, foreign state takeovers of our facilities, trade protectionism, state-initiated industry consolidation or other similar government actions or control; difficulty enforcing agreements and collecting receivables through certain foreign legal systems; longer collection cycles and financial instability among customers; political or social instability that may hinder our ability to send personnel abroad or cause us to move our operations to facilities in countries with higher costs and less efficiencies; difficulties associated with repatriating earnings generated or held abroad in a tax-efficient manner, changes in tax laws, or tax inefficiencies; and exposure to wage, price and capital controls, local labor conditions and regulations, including local labor disruptions and rising labor costs which we may be unable to recover in our pricing to customers.

Manufacturers in countries that have lower production costs, such as China and

In addition, third party claims of infringement by us or customers using our products, regardless of the merit of these claims, can be time-consuming, costly to defend, and could ultimately require that we develop or substitute non-infringing technologies, redesign affected products, divert management’s attention and resources away from our business, require

We have debt, including existing outstanding indebtedness as of December 31, 2025, as detailed elsewhere in this Annual Report.

Any decline in the

While we believe the risk of a court declining to enforce this forum selection clause is low, if a court were to determine the forum selection clause to

Changes in our executive management team, including our executive chairman, may also cause disruptions in, and harm to, our business.

As a public company, we are subject to significant legal, accounting, and regulatory requirements, including the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, rules and regulations of the SEC, and the listing standards of the NYSE.

We are required to implement and maintain effective disclosure controls and procedures and internal control over financial reporting, which requires significant investment in personnel, systems, and processes.

We expect to continue incurring significant expenses and dedicating substantial management effort to maintain compliance with SOX and other public company requirements.

Additionally, because of our significant backlog, there may be significant delays between the time that we alter the prices we charge customers for our offerings and new orders and the time such price changes are reflected in our financial results.

The disruption of our customers’ markets could occur due to a number of factors, including government policy changes, industry consolidations or the shifting of market size and power among customers.

Such changes could impact spending as customers evolve their strategies or integrate acquired operations.

For example, if industry consolidation results in there being fewer customers, the loss of

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

The laws relating to government contracts may differ from other commercial contracting laws and our government contracts may contain pricing and other terms and conditions that are less favorable to the Company than those in commercial contracts*.*

These competitors may have greater financial, technical and marketing resources available to them compared to the resources allocated to our products and services that compete against their products and services.

We have a large number of providers to support our global operations and breadth of offerings.

- Volatility in the supply or price of raw materials, freight and labor.

- Contractual terms.

- Contingent workers.

- Single-source suppliers.

These information systems, including sensitive data stored through cloud-based services that may be hosted by third parties and in data center infrastructure maintained by third parties, may be vulnerable to attack or breach.

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

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.

We are regularly subject to audits by tax authorities.

In order to manage our day-to-day operations, we must overcome cultural and language barriers and assimilate different business practices.

In addition, we are required to create compensation programs, employment policies and other administrative programs that comply with the laws of multiple countries, as well as, contractual labor requirements with unions in countries where we operate with local labor unions.

Operations in emerging markets can also present risks that are not encountered in countries with well-established economic and political systems, including:

- changes or instability in a region’s economic or political conditions, including actual or anticipated military or political conflicts, could make it difficult for us to anticipate future business conditions, cause operational delays, complicate permitting and other regulatory matters and make our customers less willing to make cross-border investments;

- unpredictable or more frequent foreign currency exchange rate fluctuations;

- inadequate infrastructure, including lack of adequate power and water supplies, transportation, raw materials and parts;

- foreign state takeovers of our facilities, trade protectionism, state-initiated industry consolidation or other similar government actions or control;

- changes in and compliance with international, national or local regulatory and legal environments, including laws and policies affecting trade, economic sanctions, foreign investment, labor relations, foreign anti-bribery and anti-corruption;

- the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;

- longer collection cycles and financial instability among customers;

- trade regulations, tariffs, boycotts and embargoes, which could impair our ability to obtain materials necessary to fulfill contracts, pursue business or establish operations in such countries;

- difficulty of obtaining adequate financing and/or insurance coverage;

- fluctuations in freight costs, limitations on shipping and receiving capacity, and other disruptions in the transportation and shipping infrastructure;

- political or social instability that may hinder our ability to send personnel abroad or cause us to move our operations to facilities in countries with higher costs and less efficiencies;

- difficulties associated with repatriating earnings generated or held abroad in a tax-efficient manner, changes in tax laws, or tax inefficiencies; and

- exposure to wage, price and capital controls, local labor conditions and regulations, including local labor disruptions and rising labor costs which we may be unable to recover in our pricing to customers.

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.

Wars, conflicts and other types of geopolitical tensions, and any resulting sanctions by the U.S., European Union and other countries 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.

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

Further, war and conflicts could lead to instability and volatility in global markets and industries that could negatively impact our operations.

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

business environments and, in certain circumstances, strict compliance with anti-corruption laws may conflict with local customs and practices.

The increased global focus on environmental sustainability may result

*We have omitted the discussion on our results of operations for the year ended December 31, [removed: 2022,] [added: 2023,] which discussion was previously included in Item 7 of our [removed: 2023] [added: 2024] Annual Report on Form 10-K, filed with the SEC on February [removed: 23, 2024.*][added: 18, 2025.*]

We primarily provide this technology to data centers, communication networks and commercial [removed: &] [added: and] industrial environments worldwide.

In response to [added: these] escalating pressures and [added: the] geopolitical [added: and macroeconomic] uncertainties surrounding global supply [removed: chains,] [added: chains and customer demand,] we continue to pursue [removed: a] [added: our] supply chain strategy of [added: supplier and] geographic resilience.

This [removed: includes adding] [added: includes, but is not limited to, continuing to add] regional sourcing and manufacturing [removed: options] [added: capabilities and capacity] to complement our existing global supply chain.

[removed: For example, in 2024, we expanded and strengthened] [added: We’re strengthening] our supply base and manufacturing footprint in the [removed: US] [added: U.S. and other strategic jurisdictions around the world] as part of our overall capacity strategy to grow with customer demand in the [removed: US.][added: U.S. and other jurisdictions.]

The imposition of [removed: new] U.S. [removed: tariffs, as well as the possibility of retaliatory] tariffs [added: and foreign country retaliatory tariffs,] or the [added: proposed] imposition of [added: additional or] similar [removed: tariffs] [added: tariffs,] in jurisdictions where we have manufacturing facilities or [added: where] our [removed: clients] [added: customers] operate [removed: would] [added: could] increase our cost of doing [removed: business.][added: business and could significantly impact our financial performance.]

We [removed: continue to analyze] [added: are continually analyzing and implementing strategic] measures [added: in an effort] to minimize the [removed: potential] [added: financial and operational] impacts of the new and proposed tariffs on our business operations, [removed: including] [added: including,] but not limited [removed: to] [added: to,] continued expansion of domestic [removed: manufacturing] [added: manufacturing, alternative sourcing of components] and [added: parts regionally, increased sourcing of components and parts that qualify under applicable trade agreements, and continued evaluation of] our ability to incorporate tariff impacts into pricing [removed: decisions.][added: decisions for our products and services.]

- [removed: Capacity Expansion:] [added: *Capacity Expansion*:] We have [added: strategically] invested in [added: expanding our global] capacity [removed: expansion] to meet [added: both] current and anticipated [removed: additional] customer [removed: demand.][added: demand across key infrastructure segments.]

[removed: For example, since acquiring E&I in] [added: Since] late 2021, [removed: we have approximately] [added: Vertiv has more than] doubled [removed: our] [added: its] manufacturing capacity for switchgear, busbar and integrated [added: power] solutions [removed: by] [added: through the] opening [added: of] new facilities and [removed: adding production to] [added: capacity increases at] existing [removed: facilities.][added: operations worldwide.]

[removed: Additionally, in order to] [added: To further] support [removed: our] [added: growth in] thermal management [removed: activity,] [added: solutions,] we opened a new [added: state-of-the-art] manufacturing facility [added: and test laboratory] in Pune, India in 2024.

[removed: We] [added: Looking ahead, we] anticipate continuing to invest in capacity globally to [added: ensure that we] provide the geographic presence [removed: that] [added: and operational resiliency] our customers [removed: need, and] [added: require, with] the ability to rapidly scale [removed: and] [added: in response] to [removed: ensure resiliency.][added: evolving demand.]

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

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

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

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

Year ended December 31, [removed: 2024] [added: 2025] compared to year ended December 31, [removed: 2023][added: 2024]

| *(Dollars in millions)* | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | $ Change | | | | | | % Change | | |

| Selling, general and administrative expenses | | | [removed: 1,374.0] [added: 1,617.8] | | | | | | [removed: 1,312.3] [added: 1,374.0] | | | | | | [removed: 61.7] [added: 243.8] | | | | | | [removed: 4.7] [added: 17.7] | | % |

| Foreign currency (gain) loss, net | | | [removed: 9.3] [added: 12.0] | | | | | | [removed: 16.0] [added: 9.3] | | | | | | [removed: (6.7)] [added: 2.7] | | | | | | [removed: (41.9)] [added: 29.0] | | % |

| Other operating expense (income) | | | [removed: (6.0)] [added: 0.8] | | | | | | [removed: (9.9)] [added: (6.0)] | | | | | | [removed: 3.9] [added: 6.8] | | | | | | [removed: (39.4)] [added: 113.3] | | % |

| Operating profit (loss) | | | [removed: 1,367.4] [added: 1,829.7] | | | | | | [removed: 872.2] [added: 1,367.4] | | | | | | [removed: 495.2] [added: 462.3] | | | | | | [removed: 56.8] [added: 33.8] | | % |

| Interest expense, net | | | [removed: 150.4] [added: 86.1] | | | | | | [removed: 180.1] [added: 150.4] | | | | | | [removed: (29.7)] [added: (64.3)] | | | | | | [removed: (16.5)] [added: (42.8)] | | % |

| Loss on extinguishment of debt | | | [removed: 2.4] [added: 1.7] | | | | | | [removed: 0.5] [added: 2.4] | | | | | | [removed: 1.9] [added: (0.7)] | | | | | | [removed: 380.0] [added: (29.2)] | | % |

| Change in fair value of warrant liabilities | | | [removed: 449.2] [added: —] | | | | | | [removed: 157.9] [added: 449.2] | | | | | | [removed: 291.3] [added: (449.2)] | | | | | | [removed: 184.5] [added: (100.0)] | | % |

[removed: | Income tax expense | | | 269.6 | | | | | | 73.5 | | | | | | 196.1 | | | | | | 266.8 | | % |][added: Income Tax Expense]

| Net income (loss) | | | $ | [removed: 495.8] [added: 1,332.8] | | | | | $ | [removed: 460.2] [added: 495.8] | | | | | $ | [removed: 35.6] [added: 837.0] | | | | | [removed: 7.7] [added: 168.8] | | % |

The increase in sales [removed: is] [added: was] primarily driven by higher sales [removed: volumes, partially offset by] [added: volumes and] the [removed: negative] [added: positive] impacts from foreign currency of [removed: $53.6.][added: $49.6.]

Product sales increased [removed: $974.0,] [added: $1,961.8,] which included [removed: negative] [added: positive] impacts from foreign currency of [removed: $41.7.][added: $37.5.]

Services & spares sales increased [removed: $174.6,] [added: $256.3,] including the [removed: negative] [added: positive] impacts from foreign currency of [removed: $11.9.][added: $12.1.]

Excluding intercompany sales, net sales were [removed: $4,500.6] [added: $6,386.3] in the Americas, [removed: $1,717.8] [added: $2,019.2] in Asia Pacific and [removed: $1,793.4] [added: $1,824.4] in Europe, Middle East & Africa.

Gross profit was [removed: $2,934.2] [added: $3,715.2] in [removed: 2024,] [added: 2025,] or [removed: 36.6%] [added: 36.3%] of sales, compared to [removed: $2,400.5,] [added: $2,934.2,] or [removed: 35.0%] [added: 36.6%] of sales in [removed: 2023.][added: 2024.]

Selling, general and administrative expenses (or “SG&A”) were [removed: $1,374.0] [added: $1,617.8] in [removed: 2024,] [added: 2025,] an increase of [removed: $61.7] [added: $243.8, or 17.7%] compared to [removed: 2023.][added: 2024.]

SG&A as a percentage of sales were [removed: 17.1%] [added: 15.8%] in [removed: 2024] [added: 2025] compared with [removed: 19.1%] [added: 17.1%] in [removed: 2023.][added: 2024.]

These remaining [removed: other] [added: operating] expenses were [removed: $192.8] [added: $267.7] for [removed: 2024,] [added: 2025,] which was a [removed: $23.2 decrease] [added: $74.9 increase] from [removed: 2023.][added: 2024.]

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

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

As of December 31, [added: 2025 and] 2024, there were no [removed: Private Placement Warrants] [added: warrants] outstanding.

Interest expense, net, was [removed: $150.4] [added: $86.1] in [removed: 2024] [added: 2025] compared to [removed: $180.1] [added: $150.4] in [removed: 2023.][added: 2024.]

The [removed: $29.7] [added: $64.3] decrease is primarily driven by a [removed: $16.4] [added: $33.0] increase of interest [removed: income,] [added: income and] a [removed: $12.2] [added: $26.1] reduction to interest expense as a result of our Term Loan [removed: amendments, and a $7.9 decrease in interest due to lower ABL Revolving Credit Facility borrowings during the period.][added: amendments.]

[removed: Income Taxes][added: *Income Taxes*]

- *Trade and Economic Uncertainty:* The global trade and economic environment continues to evolve rapidly with the imposition of new U.S. tariffs and retaliatory tariffs being imposed by foreign countries.

We are also continually monitoring the evolving macroeconomic environment, including monitoring inflationary and recessionary pressures resulting from the ongoing tariffs and geopolitical climate.

These additional pressures could significantly impact the labor markets, exchange rates, customer demand, supply chain, capital markets and other economic conditions in the jurisdictions we operate throughout 2026 and beyond.

As we monitor this ever-changing situation, we have been adjusting, and will continue to adjust, our operational plans in an effort to mitigate the impact of these pressures on our business and financial performance.

These expansions support our ability to deliver critical power infrastructure at scale for data centers and other mission-critical applications amid accelerating demand, particularly driven by AI and high-performance computing workloads.

This site significantly enhances our ability to produce a broad range of cooling products — from in-row and wall-mount units to large direct expansion and free-cooling systems — while serving both domestic and global customers.

We expanded our domestic infrastructure solutions manufacturing footprint in 2024 with the addition of a 215,000-square-foot facility in Pelzer, South Carolina.

This facility accelerates production of modular solutions, integrated power systems and other prefabricated infrastructure, enabling customers to reduce installation time and rapidly scale deployments.

In addition to organic capacity growth, we expanded our solution capabilities through strategic acquisitions aligned with demand trends.

In August 2025, we acquired the Great Lakes Data Racks & Cabinets family of companies ("Great Lakes") for approximately $200 million, which enhances our rack, cabinet and integrated white-space infrastructure offerings, strengthening our position in delivering comprehensive solutions for AI, high-density computing, edge and hyperscale environments.

Great Lakes’ manufacturing operations in the U.S. and Europe broaden our execution capacity and accelerate the availability of pre-engineered rack and integrated infrastructure systems that address market needs for performance, scalability, and faster time to deployment.

We have invested in developing new product, services, and solutions to serve this growing industry.

- *Strengthened Services Capabilities*: We continue to see attractive opportunities in our services business as customers increasingly prioritize reliability, performance optimization, and lifecycle management across more complex and mission-critical digital infrastructure environments.

The growth of AI and high-density computing is further increasing the importance of services that support uptime, efficiency, and long-term system performance.

Our services portfolio spans project-based and lifecycle offerings with an increasing emphasis on software-enabled and data-driven capabilities that allow us to engage earlier in the deployment cycle and remain embedded throughout the operational life of customer infrastructure.

We have continued to enhance these capabilities through targeted investments and acquisitions.

These acquisitions strengthen our software and automation capabilities, enabling advanced analytics, orchestration, and AI-driven insights across complex infrastructure environments.

For example, our acquisition of Purge Rite Intermediate, LLC ("PurgeRite") in December 2025 expands our thermal services capabilities, supporting system cleanliness, reliability, and performance, particularly in liquid-cooled and hybrid cooling applications.

Refer to "Note 2 - Acquisitions" for additional information on this acquisition.

Together, these investments support our integrated systems-level approach and strengthen the value proposition of our services offering.

- *Strategic Partnerships:* We continue to pursue strategic partnerships and investment opportunities that enhance our technology capabilities and support the delivery of scalable, resilient infrastructure solutions as customer requirements evolve.

As data center and critical infrastructure environments become more power-dense and complex, collaboration across the ecosystem is increasingly important to meeting performance, efficiency, and reliability needs.

Our partnership with NVIDIA supports the development of advanced power and thermal infrastructure aligned with next-generation AI and high-performance computing architectures, while our collaboration with Oklo reflects exploration of alternative energy solutions that could support future data center power requirements.

In addition, our partnership with Caterpillar strengthens our capabilities in distributed power generation and backup solutions for critical infrastructure applications.

Collectively, these partnerships support Vertiv’s systems-level approach and enhance our ability to deliver integrated solutions across power, thermal, and digital infrastructure.

- *Need for Speed and Scale:* As digital infrastructure requirements continue to accelerate—particularly for AI and high-density computing—customers are increasingly prioritizing speed of deployment and the ability to scale reliably across geographies.

Time-to-market, consistency, and execution certainty have become critical decision factors as customers seek to bring capacity online faster while managing growing system complexity.

We continue to invest in prefabricated, factory-integrated, and standardized infrastructure solutions designed to reduce on-site complexity and improve deployment efficiency.

Our SmartRun overhead infrastructure portfolio accelerates data center build-outs through pre-engineered and modular power, busway, and integrated infrastructure solutions, enabling faster installation, improved quality, and greater scalability.

In addition, Vertiv OneCore provides a standardized, repeatable architecture that integrates power, thermal, racks, software, and services into a unified systems framework, supporting consistent deployment and scalability across customer environments.

These solutions shift a greater portion of engineering, assembly, and validation into the factory, reducing on-site installation complexity and reliance on scarce skilled labor, while improving deployment speed, consistency, and execution certainty.

Together, these capabilities support Vertiv’s systems-level approach and enhance our ability to help customers deploy critical infrastructure faster, at scale, and with greater predictability as demand continues to grow.

| Net sales | | | $ | 10,229.9 | | | | | $ | 8,011.8 | | | | | $ | 2,218.1 | | | | | 27.7 | | % |

| Cost of sales | | | 6,514.7 | | | | | | 5,077.6 | | | | | | 1,437.1 | | | | | | 28.3 | | % |

| Gross profit | | | 3,715.2 | | | | | | 2,934.2 | | | | | | 781.0 | | | | | | 26.6 | | % |

| Amortization of intangibles | | | 200.4 | | | | | | 184.2 | | | | | | 16.2 | | | | | | 8.8 | | % |

| Restructuring costs | | | 54.5 | | | | | | 5.3 | | | | | | 49.2 | | | | | | 928.3 | | % |

| Income tax expense | | | 409.1 | | | | | | 269.6 | | | | | | 139.5 | | | | | | 51.7 | | % |

Net sales were $10,229.9 in 2025, an increase of $2,218.1, or 27.7%, compared with $8,011.8 in 2024.

Cost of sales were $6,514.7 in 2025, an increase of $1,437.1, or 28.3% compared to 2024.

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

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.

| 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) | | % |

Net sales were $8,011.8 in 2024, an increase of $1,148.6, or 16.7%, compared with $6,863.2 in 2023.

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

Margin increased primarily due to higher sales volume and improved price realization.

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 decrease was primarily due to a $23.3 decrease in restructuring costs and a $6.7 decrease in foreign currency loss, partially offset by increased amortization of intangibles of $2.9.

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

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.

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

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 | | % | | | | | | |

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

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

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

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

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

Corporate and other costs increased $6.8 compared to 2023 primarily due to a decrease in foreign currency loss of $6.7.

We expect to have capital expenditures (including capitalized software) of $250 to $300 in 2025.

| Capital expenditures | | | (167.0) | | | | | | (127.9) | | | | | | (39.1) | | | | | | 30.6 | | | | | |

The change was primarily driven by the improvement in trade working capital from prior year by $47.4 due to our trade working capital initiative, an increase in net income from operations of $35.6, and the non-cash impact of the change in fair value of warrant liabilities of $291.3.

The increased use of cash over the comparable period was primarily driven by increased capital expenditures of $39.1, decreased proceeds from disposition of property, plant and equipment of $12.4, decreased proceeds from sale of business of $11.9, and an increased investment in capitalized software of $10.4, offset by the decrease in acquisition of business of $11.2.

The increased use of cash over the comparable period was primarily the result of $599.9 of share repurchases of common stock, $32.7 increase in dividend payments, and a $13.0 decrease in net cash received associated with equity-based compensation activity, offset by a decrease in year-over-year repayments of $235.0 on the ABL Revolving Credit Facility.

indefinitely reinvested.

A discussion of our accounting policies for derivative instruments and hedging activities is included in “Note 1 – [added: Description of Business and] Summary of Significant Accounting Policies”.

Information relating to market risks is presented in “Note [removed: 12 -] [added: 11 –] Financial Instruments and Risk Management” in the Notes to Consolidated Financial Statements and is incorporated by reference into Part II of this Annual Report.

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

We have translation exposure resulting from translating the financial statements of foreign subsidiaries into [removed: United States] [added: U.S.] Dollars.

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

At December 31, 2024, there were no borrowings outstanding under the ABL Revolving Credit [removed: Facility] [added: Facility,] and there was an outstanding principal amount of $2,097.0 on the Term Loan, due [removed: 2027] [added: 2032] with a borrowing rate of 6.19%.

At December 31, [removed: 2023,] [added: 2025, there] were no borrowings outstanding under the ABL Revolving Credit [removed: Facility,] [added: Facility] and there was an outstanding principal amount of [removed: $2,118.1] [added: $2,076.1] on the Term Loan, due [removed: 2027] [added: 2032] with a borrowing rate of [removed: 7.97%.][added: 5.61%.]

Cash and cash equivalents were [removed: $1,227.6] [added: $1,728.4] and [removed: $780.4] [added: $1,227.6] at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

In order to mitigate interest rate risk, we entered into interest rate swap agreements with a notional amount of $1,000.0 that [removed: will remain until the maturity of the] [added: hedge our] Term Loan [added: Credit Agreement due 2032 until they mature] in [added: March] 2027.

Based on the outstanding balances of floating rate debt, net of interest rate swap agreements, our annual net interest expense would increase [removed: (decrease)] [added: with increases] in variable interest rates at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] by approximately:

| Basis point change scenario | | | | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | |

| +100 | | | | | | $ | [removed: 11.0] [added: 10.8] | | | | | $ | [removed: 11.2] [added: 11.0] | |

| +200 | | | | | | [removed: 21.9] [added: 21.5] | | | | | | [removed: 22.4] [added: 21.9] | | |

Additional information relating to market risks is presented in “Note [removed: 12 -] [added: 11 –] Financial Instruments and Risk Management” in the Notes to Consolidated Financial Statements and is incorporated by reference into Part II of this Annual Report.

Based on the outstanding economic hedges for a hypothetical 10% increase and decrease in commodity prices, the Company would experience a gain of $15.8 and a loss of $13.2, respectively.

Vertiv is a global leader in [removed: the design, manufacturing and servicing of] critical digital infrastructure for [added: applications in] data centers, communication networks, and commercial and industrial environments.

Over the next decade, Emerson Network Power expanded through acquisitions of Avansys, Marconi’s outside plant and power [removed: system,] [added: system;] Knurr AG, a leading provider of enclosure [removed: systems,] [added: systems;] and Avocent, a leading provider of IT management software and keyboard, video and mouse (or "KVM") solutions.

In 2016, Emerson Network Power was spun off as a standalone business and ultimately became [added: —] Vertiv.

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

We provide the hardware, software and services to facilitate an increasingly interconnected marketplace of digital [removed: systems] [added: systems,] where large amounts of indispensable data need to be transmitted, analyzed, processed and stored.

Our broad range of offerings includes AC and DC power [removed: management products, switchgear] [added: management, thermal management, low/medium voltage switchgear, busbar, air cooled] and [removed: busbar products,] [added: liquid cooled] thermal management products, integrated [added: modular solutions, racks, single phase UPS,] rack [added: power distribution, rack thermal] systems, [removed: modular] [added: configurable integrated] solutions, [removed: and management systems] [added: energy storage solutions, hardware, software] for [removed: monitoring] [added: managing IT equipment] and [removed: controlling digital infrastructure.][added: services.]

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

[removed: For] [added: This compares with net sales for] the year ended December 31, [removed: 2024, Vertiv’s net sales was] [added: 2024 of] $8,011.8, 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: 2023 of $6,863.2,] [added: 2025, Vertiv’s net sales was $10,229.9,] of which [removed: 56%] [added: 62%] was transacted in the [removed: Americas, 22%] [added: Americas; 20%] was transacted in Asia [removed: Pacific,] [added: Pacific;] and [removed: 22%] [added: 18% was transacted] in Europe, Middle East & Africa.

The majority of the combined backlog as of December 31, [removed: 2024] [added: 2025] is considered firm and is expected to be shipped within [removed: one year.][added: the next 12 to 18 months.]

Risk factors—Risks relating to our customers and our industry—We may not realize all of the sales expected from our backlog of orders and [removed: contracts.”][added: contracts.]

◦Be a market leader in our technology and service [removed: domains,] [added: domains] and continue to differentiate through our new products.

◦Achieve long- and short-term margin and profit expansion combined with [removed: fixed cost constant culture.][added: using operational leverage.]

◦Generate profitable growth and focus on continuous variable [removed: cost] [added: margin] optimization and develop superior pricing capabilities.

We primarily serve customers across three main end markets: (1) data centers (including hyperscale/cloud, colocation, [added: neocloud] and enterprise), (2) communication networks and (3) commercial and industrial applications.

There are a host of different sizes and types of data centers, but [removed: primarily] they can be broken down into the following [added: primary] classifications:

- Cloud/Hyperscale: These facilities are [removed: massive] [added: large] in 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 [removed: cloud based][added: cloud-based data services and AI workloads.]

- Colocation: These facilities range in size and offer clients a location where they can place their [removed: information technology (“IT”)] [added: IT] equipment, while the building and critical digital infrastructure is owned by the colocation company.

Our principal offerings [removed: include:][added: include products and service & spares.]

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

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

Across the globe, we operate over 300 service centers and deploy approximately [removed: 4,000] [added: 5,000] service engineers.

We also utilize a robust network of channel partners, distributors, [removed: I.T.] [added: IT] resellers, and value-added retailers.

There are five key characteristics that [removed: differentiates] [added: differentiate] Vertiv’s customer service and support from competitors:

- [removed: Expertise:] [added: *Expertise*:] For over 50 years, Vertiv’s long-tenured service personnel have been trusted advisors to industry leaders and companies of all sizes.

- [removed: Reliability] [added: *Reliability] & [removed: Safety:] [added: Safety*:] We provide around the clock, direct access to approximately [removed: 4,000] [added: 5,000] field services engineers and approximately [removed: 300] [added: 400] technical support team members.

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

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

- [removed: Broad Capabilities:] [added: *Broad Capabilities*:] Vertiv offers customers a complete lifecycle of capabilities such as project launch, remote monitoring, on-site project management, energy consumption management and preventive maintenance.

In [removed: 2024,] [added: 2025,] Vertiv spent [removed: $352.1] [added: $441.7] on engineering, research and development (“ER&D”).

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

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 [added: customers,] regions, [removed: technology partners,] and [removed: customers.][added: technology partners.]

Facilities, Operations, [added: Raw Materials] and Supply Chain

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

Additionally, logistical [removed: issues] [added: issues, import or export restrictions or other supply chain constraints] may delay the receipt of materials and, in some cases, we may not be able to procure critical parts at any price, creating production and delivery challenges pressuring the top and bottom line.

Our enterprise approach is articulated in four main pillars: the deployment of the operating system [removed: based on] [added: through] pervasive lean techniques propagation; the development of an [removed: accountable and] [added: accountable,] lean organization aligned to [removed: Vertiv] [added: vertical] strategic objectives; the creation [removed: 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.]

As of December 31, [removed: 2024,] [added: 2025,] we employed approximately [removed: 31,000] [added: 34,000] full-time and part-time employees.

- Finance, Human Resources, Sales, Engineering, and Field Services Leadership Development Rotational Programs for early-career employees based in the Americas, Asia, India, [removed: or] Europe, Middle-East, and Africa reporting [removed: units][added: units.]

- Specialized partnership programs with local universities in [removed: India] [added: India, United States, and China] for high-potential engineers to earn a post-secondary [removed: baccalaureate] [added: bachelor] and/or a graduate [removed: degree][added: degree.]

As businesses, industries, and communities become more connected, we pioneer and deliver end-to-end power and cooling technologies to help our customers stay resilient, optimized, and future-ready.

With our industry-leading innovative technologies and global services network, we are fueling the revolution of the digital world — keeping technology ecosystems running efficiently and without interruption.

We believe that Vertiv is supercharging data’s potential; accelerating the pace of technology, raising the bar for accelerated compute and redefining the limits of densification.

The world depends on data we power and cool™.

Vertiv has the most complete portfolio of critical digital infrastructure offerings.

Vertiv leads with first-to-market designs engineered for next-gen rack-scale artificial intelligence ("AI") compute — enabling transformation and scale to stay multiple compute generations ahead.

Vertiv’s estimated combined order backlog was $15.0 billion and $7.2 billion as of December 31, 2025 and 2024, respectively, as continued strong demand has contributed to an increase in customer orders being placed in advance of our ability to fulfill them.

◦Deliver on commitments and execute agreed plans rooted in performance achievement, talent development and growth mindset.

*Data Centers*: Data centers are purpose-built facilities that enable the processing, storage, and distribution of data across both traditional workloads and high-density compute, including AI training and inference.

- Neocloud: These providers deliver AI-optimized cloud infrastructure as a service, offering high-performance compute environments designed for AI and accelerated workloads.

This segment is growing rapidly, driven by AI training and inference demand and customers seeking alternatives to traditional hyperscale platforms.

Examples of companies in this space include CoreWeave and Nebius.

and maintenance of a simple yet robust global operating model; and the empowerment of the organization to drive day-by-day continuous improvement as well as complex business process transformation.

Building on this foundation, we have further strengthened our operating model through the development of a comprehensive performance management system and key performance indicator framework.

This framework ensures discipline performance monitoring, promptly identifies deviations, and accelerates agile problem-solving and corrective actions through clear ownership and accountability across the organization.

In parallel, we have fostered lean deployment across the organization through a widely adopted Lean Six Sigma belt certification program, providing employees with a common knowledge base, tools, and discipline to drive transformation more autonomously while ensuring consistency, coordination, and rigor.

To accelerate lean maturity and embed a high-performance culture, we have also launched a new enhanced VOS capability framework across our manufacturing sites, reinforcing standard work, leadership behaviors and operational excellence practices.

In addition, we are progressing toward the establishment of an enterprise Transformation Office that provides a fully integrated and cross-functional end-to-end management for our transformation agenda, encompassing IT enablement — including advanced digital and AI capabilities — and supported by dedicated resources.

Finally, we have reinforced our customer-centric approach by bringing together order-to-cash and order-to-fulfillment under a unified end-to-end ownership model.

This integration strengthens coordination across functions and manufacturing sites, improves customer order management, and ensures that customer experience remains at the center of our operational and transformation efforts.

- New rotational programs for mid and senior level employees launched in 2025 to focus on accelerating the development for employees who desire to become General Managers and Operational leaders.

- Leadership training courses were created and launched in 2025 globally to support early and mid-career managers.

Content focuses on Vertiv's high performance culture and our leadership philosophy.

At an enterprise level, Vertiv was recognized in Greater China by earning the "2025 Ram Charan Award" by the Harvard Business Review China and in Asia our Philippines office earned the "Great Place to Work" certification.

In 2025, Vertiv introduced a leadership model that is based on Vertiv’s strategic behaviors: Drive + Engage.

This new model enables a foundation of what it means to lead in a high performance culture effectively, understanding your individual style, and how it presents every day to your direct team and/or peers.

A safe and healthy workplace is essential for Vertiv to operate effectively and support long-term business performance.

During 2025, we continued to focus on reducing and controlling workplace risks through training, operational discipline, and employee engagement.

In connection with this commitment, we continued our enterprise-wide safety engagement efforts, including the ongoing evolution of our “We Lead with Safety” campaign, which emphasizes shared accountability and encourages employees to speak up about safety concerns for themselves and others.

Employee participation in proactive safety reporting increased during the year, reflecting growing engagement and a strengthening safety culture across the organization.

These efforts support Vertiv's ongoing objective of improving workplace safety awareness and managing risk across its global operations.

We are subject to a broad range of foreign and domestic environmental, health and safety laws, regulations and requirements.

Our customers operate in some of the world's most critical and growing industries, including cloud services, financial services, healthcare, transportation, manufacturing, energy, education, government, social media, and retail.

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

We collaborate with our customers to envision and build future-ready infrastructures.

Our portfolio of hardware, software, analytics and services aim to enable our customers' vital applications to run continuously, perform optimally and scale with business needs.

Vertiv’s estimated combined order backlog was $7,178.8 and $5,526.7 as of December 31, 2024 and 2023, respectively.

The following table shows estimated backlog by business segment at December 31, 2024 and 2023, respectively.

| | | | | | | | | | | | | | | |

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

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

| Americas | | | | | | $ | 4,672.4 | | | | | $ | 3,365.2 | |

| Asia Pacific | | | | | | 911.4 | | | | | | 616.4 | | |

| Europe, Middle East & Africa | | | | | | 1,595.0 | | | | | | 1,545.1 | | |

| Total Backlog | | | | | | $ | 7,178.8 | | | | | $ | 5,526.7 | |

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 $1.7 billion to our backlog since December 31, 2023.

◦Deliver on commitments and execute agreed plans.

*Data Centers*: The primary purpose of a data center is to process, store and distribute data.

data services and artificial intelligence workloads.

We have historically experienced some supply chain constraints as well as material, freight and labor cost increases.

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 and cycle-time reduction, streamlined processes, and promotes the dissemination of best practices.

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.

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.

Since going public in 2020, Vertiv has continued to take actions to cultivate its inclusion processes and programs.

A safe and healthy workplace is essential to flourish as a business, and accordingly, safety is one of Vertiv’s core principles.

In connection with our commitment to safety, we aim to provide the tools, training, and other resources needed to achieve our goal of reducing and controlling workplace risks.

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.

Raw Materials

From time to time, we have experienced part shortages, supply chain constraints, and import or export restrictions or tariffs, in addition to logistical issues which have delayed receipt of materials, as well as increased the costs of certain raw materials.

We continue to address these challenges associated with our sources, supplies and costs of raw materials.

Refer to the "Facilities, Operations, and Supply Chain" discussion above.

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 take back of our products.

With the exception of the below, we are not a party to any material, pending legal proceedings or claims at December 31, [removed: 2024.][added: 2025.]

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

As of December 31, [removed: 2024,] [added: 2025,] 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.

The Company responded to these requests.

Since 2024, the Company has not received any further requests from the U.S. Attorney’s Office for the Southern District of New York relating to this matter.

On December 30, 2025, the SEC’s Division of Enforcement informed the Company that it had concluded its investigation as to the Company and did not intend to recommend any enforcement action against the Company at this time.

The Company is actively responding to these matters.

| For the fiscal year ended December 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | | | |

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: 2024] [added: 2025] (the last business day of the most recently completed second quarter) was approximately [removed: $30,843,122,938][added: $48,225,235,174]

As of February [removed: 10, 2025,] [added: 9, 2026,] there were [removed: 380,775,581] [added: 382,598,464] 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: 2025] [added: 2026] Annual Meeting of Shareholders, which is to be filed no later than 120 days after December 31, [removed: 2024,] [added: 2025,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| [PART [removed: I.](#if77ec96de36b4570814d3c374c8ea696_16)] [added: I.](#i3dd26c01490a4c6aac6bcf4ecd73c119_16)] | | | | | | | | | | | | | | | PAGE | | |

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Factors that may cause actual results to differ materially from historical performance include, but are not limited to: risks relating to the continued growth of our customers’ markets; 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 [added: or consolidation in] our customer’s [removed: orders] [added: markets] or [removed: the markets;] [added: categorical shifts in customer technology spending;] less [removed: favorable contractual terms] [added: leverage] with large [removed: customers; risks associated with governmental contracts;] [added: customer contract terms;] failure to mitigate risks associated with long-term fixed price contracts; competition in the industry in which we operate; failure to obtain performance and other guarantees from financial institutions; [added: risks associated with governmental contracts;] failure to properly manage [added: production cost changes and] supply chain, [removed: difficulties with third-party manufacturers and increases in costs of material, freight and/or labor,] [added: failure to anticipate market change] and [removed: changes in the costs of production;] competition in the infrastructure technologies; risks associated with information technology [added: ("IT")] disruption or 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; disruption of, or changes in, Vertiv’s independent sales representatives, distributors and original equipment manufacturers; increase of variability in our effective tax rate costs or liabilities associated with product liability due to global operations subjecting us to income and other taxes in the United States ("U.S.") and numerous foreign entities; [added: costs or liabilities associated with product liability and damage to our reputation and brands;] the global scope of Vertiv’s operations, especially in emerging markets; failure to benefit from future significant corporate transactions; risks associated with Vertiv’s sales and operations [removed: in emerging markets including economic, political] and [added: expanding global] production [removed: level risk;] [added: facilities;] risks associated with future legislation and regulation of Vertiv’s customers’ [removed: markets both in the United States and abroad;] [added: markets;] our ability to comply with various laws and regulations including but not limited to, laws and regulations relating to data protection and data privacy; failure to properly address legal compliance issues, particularly those related to imports/exports, anti-corruption laws, and foreign operations; risks associated with foreign trade policy, including tariffs and global trade conflict; risks associated with litigation or claims against the Company, including the risk of adverse outcomes to any legal claims and proceedings; our ability to protect or enforce our proprietary rights on which 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; failure to remediate material weaknesses in our internal controls over financial reporting; our level of indebtedness and [removed: the ability to incur additional indebtedness;] our ability to comply with the covenants and restrictions contained in our credit [removed: agreements, including restrictive covenants that restrict operational flexibility; our ability to comply with the covenants and restrictions contained in our credit agreements is not fully within our control;] [added: agreements;] our ability to access funding through capital markets; resales of Vertiv 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 financial [added: 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]

[removed: 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.

- [removed: Risks relating to the] [added: A decrease in] continued growth of our customers’ markets;

- Less [removed: favorable contractual terms] [added: leverage] with large [removed: customers;][added: customer contract terms;]

- [removed: Any failure] [added: Failure] to mitigate risks associated with long-term fixed price contracts;

- [removed: Any failure] [added: Failure] to obtain performance and other guarantees from financial institutions;

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

- Risks associated with future legislation and regulation of our customers’ [removed: markets both in the United States and abroad;][added: markets;]

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

Customer and Industry Risks:

- Disruption of or consolidation in our customers’ markets, or categorical shifts in customer technology spending;

- Government contracts may contain onerous terms and subject us to audits, investigations, and potential penalties, sanctions, or fines;

Business Operational Risks:

- The risks associated with production cost changes and supply chain management;

- The risks associated with failing to anticipate market changes and develop competitive products in a timely manner;

- The risks associated with operating and expanding global production facilities;

Legal and Regulatory Risks:

- The risks associated with export controls, import restrictions, and sanctions programs;

Financial Related Risks:

- Our level of indebtedness and ability to comply with covenants included in our debt documents;

Risks Relating to Ownership of Our Securities:

General Risk Factors:

- Disruption of our customers’ orders or the markets;

- The risks associated with governmental contracts;

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

- Competition in the infrastructure technologies;

- Risks associated with our operations in emerging markets including economic, political, and production level risk;

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

- Our level of indebtedness;

- Incurrence of additional indebtedness;

- Our ability to comply with the covenants and restrictions contained in our credit agreements, including restrictive covenants that restrict operational flexibility;

- Our ability to comply with the covenants and restrictions contained in our credit agreements are not fully within our control;

The Company, as a supplier of products of critical digital infrastructure [removed: technologies to our customers,] [added: technologies,] is reliant on technology and information systems that may comprise part of the products we sell or the services that we provide.

The secure operation of our [removed: information technology] [added: IT] systems and networks and ensuring that we have skilled personnel to assist in ensuring their continued security is critical to our business operations and strategy.

Our cybersecurity program has a [removed: fully defined] [added: fully-defined] set of documentation [removed: that is] aimed at identifying, assessing and responding to cybersecurity risks.

In addition, we provide disclosure and discussion with respect to the following facets relating to the Company’s cybersecurity [removed: program] [added: program:] (a) our risk management processes and overall strategy for addressing cybersecurity threats and incidents within the context of our information systems (each as defined in Item 106 of Regulation S-K); (b) the potential impact of cybersecurity threats on our business strategy, results of operations, and financial condition; and (c) the respective roles of the Board in overseeing, and the Company’s management in assessing and managing, cybersecurity threats and cybersecurity incidents.

*Processes for Assessing, Identifying, and Managing Cybersecurity Threats:* The Company maintains a [removed: fully defined] [added: fully-defined] set of documentation for assessing, identifying, and managing material risks from cybersecurity threats.

Risk Governance: The Company’s cybersecurity program utilizes a cross-functional approach to [removed: addressing] [added: address] cybersecurity risks and [removed: engages] [added: engage] in discussions with the Board (or a committee thereof) and our [removed: executive officers accordingly] [added: management] on an as-needed basis.

Our CROC, in turn, communicates [removed: any unresolved] [added: material] risks to the Company’s Enterprise Risk Committee ("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.

The Company's processes call for prompt and timely notifications and updates to the Board and the Audit Committee, as [removed: applicable and as necessary] [added: applicable,] depending on the nature and severity of [removed: the incident, in connection with] any [added: potential] cybersecurity incidents that [removed: may] occur.

In connection with and pursuant to our [removed: enterprise risk management] [added: ERM] plan, our cybersecurity team, the CROC and our ERC work collaboratively across the Company to implement programs and processes designed to protect our information system from cybersecurity threats, assess and manage risks arising from any such threats, and to promptly respond to cybersecurity incidents.

Our CIO has experience leading technology and digital organizations for 30 years at multiple multi-national, back-to-business, and direct to consumer businesses, including Chief Digital Officer for Molex, a wholly owned subsidiary of Koch Industries, Chief Digital & Technology Officer for Aramark and Chief Information Officer for Royal Caribbean Cruise Lines.

He holds an Executive MBA from Saint Joseph’s University and a Bachelors of Art from Seton Hall University.

Our CIO has more than 30 years of information technology and cybersecurity experience at various levels.

She holds an executive MBA from the Quantic School of Business and Technology, a Graduate Certificate in SAP from Central Michigan University, a Masters in computer information systems from Grand Valley State University and a BA from the University of Michigan.

Her prior roles include positions as Chief Information Officer and Vice President of Information Technology and Digital Office of Adient plc, a global automotive seating manufacturer, and Chief Information Officer and Vice President of Information Technology, Power Solutions of Johnson Controls.

We regularly evaluate manufacturing facilities and may expand capacity to efficiently support operations.

As of February [removed: 10, 2025,] [added: 9, 2026,] there were [removed: 13] [added: 9] holders of record of the Company's common shares.

On [added: each of] November 29, 2023, [added: and November 18, 2024,] we increased [removed: the] [added: our] quarterly cash dividend [removed: that we pay] by declaring a dividend of $0.025 [added: and $0.0375] per [removed: share.][added: share, respectively.]

We further increased our quarterly cash dividend to [removed: $0.0375] [added: $0.0625] per share on November [removed: 18, 2024,] [added: 14, 2025,] which was paid on December [removed: 19, 2024] [added: 18, 2025] to shareholders of record [removed: as of December 3, 2024,] [added: on November 25, 2025,] and we currently expect to continue to pay a quarterly dividend.

The declaration and payment of dividends is [removed: also] at the discretion of our [removed: Board and] [added: Board, whose determination] depends on various factors including our results of operations, financial condition, cash requirements, prospects and other factors deemed [removed: relevant by our Board.][added: relevant.]

On November 29, 2023, the Board [removed: of Directors of the Company] approved a stock repurchase program, which authorizes the repurchase of shares of Company Class A common stock in an aggregate amount of up to $3.0 billion through December 31, 2027.

During the first quarter of 2024, Vertiv purchased 9,076,444 shares of its common stock, par value $0.0001 per [removed: share.][added: share, and retired the repurchased shares in the second quarter of 2024.]

The following graph provides a comparison of the cumulative total stockholder return on our common stock from December 31, [removed: 2019] [added: 2020] through December 31, [removed: 2024] [added: 2025] to the returns of the S&P MidCap 400, Russell 1000, and S&P 500.

The graph assumes that $100 was invested on December 31, [removed: 2019] [added: 2020] in our Class A common stock and that any dividends were reinvested.

| Company / Index | | | [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] | | | | | | [removed: 12/31/2024] [added: 12/31/2025] | | |

The Company did not repurchase any shares under its stock repurchase program in the second half of 2024 or in 2025.

As of December 31, 2025, $2.4 billion remains for additional share repurchases under the current approved program.


| Vertiv Holdings Co. | | | 100.0 | | | | | | 133.8 | | | | | | 73.2 | | | | | | 257.7 | | | | | | 610.3 | | | | | | 871.5 | | |

| S&P MidCap 400 Index | | | 100.0 | | | | | | 124.8 | | | | | | 108.5 | | | | | | 126.3 | | | | | | 143.9 | | | | | | 154.7 | | |

| Russell 1000 Index | | | 100.0 | | | | | | 126.5 | | | | | | 102.3 | | | | | | 129.4 | | | | | | 161.1 | | | | | | 189.1 | | |

| S&P 500 | | | 100.0 | | | | | | 128.7 | | | | | | 105.4 | | | | | | 133.1 | | | | | | 166.4 | | | | | | 196.2 | | |

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

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

The Company did not repurchase any shares of Class A common stock during the fourth quarter of 2024.


| 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 | | |

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: 2024] [added: 2025] (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: 2024,] [added: 2025,] 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: 2024] [added: 2025] 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: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 18, 2025] [added: 13, 2026] expressed an unqualified opinion thereon.

Management's assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 excluded our PurgeRite and Great Lakes acquisitions, each of which occurred in 2025.

Total assets and total sales recorded by the Company related to these acquisitions represented 2.7% (exclusive of acquired intangible assets), and 0.6%, respectively.

Companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company under guidelines established by the Securities and Exchange Commission.

As indicated in the accompanying Management Report on Internal Control over Financial Reporting, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 excluded PurgeRite Intermediate, LLC (“PurgeRite”) and Great Lakes Data Racks & Cabinets family of companies (“Great Lakes”) which were acquired by the Company in 2025.

Total assets and total sales recorded by the Company related to these acquisitions represented 2.7% (excluding acquired goodwill and intangible assets), and 0.6%, respectively.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of PurgeRite and Great Lakes.

February 13, 2026

February 18, 2025

During the fourth quarter of 2025, Edward Monser, a member of the Company's Board, adopted a "Rule 10b5-1 trading arrangement" as such each term is defined in Item 408(a) of Regulation S-K.

The Rule 10b5-1 trading arrangement, adopted by Mr. Monser on December 5, 2025, is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, provides for the exercise of options and same day sale of up to 77,294 shares of Company Class A common stock and will remain in effect until the earlier of (1) December 20, 2026; (2) the first date on which all trades have been executed or all orders relating to such trades have expired; or (3) upon written notice by Mr. Monser or the broker to terminate or modify the Rule 10b5-1 trading arrangement subject to and in compliance with the Company's insider trading policy and applicable securities laws.

We have adopted an insider trading policy applicable to our directors, officers, employees and certain other persons that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the listing rules of the NYSE.

A copy of the Company’s insider trading policy is included as Exhibit 19 to this Annual Report.

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.

Information concerning the Company’s directors [removed: of] [added: as] 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 [removed: 2025] [added: 2026] 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 Company’s insider trading policy is incorporated herein by reference to the material appearing under the heading “Insider Trading Policy for Employees, Officers and Directors; Prohibition on Hedging 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.

See Index to Consolidated Financial Statements appearing on page [removed: [56](#if77ec96de36b4570814d3c374c8ea696_109).][added: [56](#i3dd26c01490a4c6aac6bcf4ecd73c119_109).]

All financial statement schedules called for under Regulation S-X are omitted because either they are not required under the related instructions, are included in the Consolidated Financial Statements or Notes thereto included elsewhere in this Annual [removed: Report on Form 10-K,] [added: Report,] or are not material.

| 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,](https://www.sec.gov/Archives/edgar/data/1674101/000119312521267213/d213876dex21.htm) [](https://www.sec.gov/Archives/edgar/data/1674101/000119312521267213/d213876dex21.htm)[dated] [added: therein, 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, 2021).](https://www.sec.gov/Archives/edgar/data/1674101/000119312521267213/d213876dex21.htm) | | | | | | | | |

| 4.8* | | | | | | [Description of Securities of Vertiv Holdings [removed: Co.](https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/exhibitno48vrt-fy2024.htm)] [added: Co.](https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/exhibitno48vrt-fy2025.htm)] | | | | | | | | |

| 10.27 | | | | | | [Amendment No. 2 to Term Loan Credit Agreement, dated as of June [removed: 23,] [added: 22,] 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) | | | | | | | | |

| 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, [removed: 2024).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001674101/000119312524278680/d863923d8k.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/0001674101/000119312524278680/d863923dex101.htm)] | | | | | | | | |

| [removed: 10.31] [added: 10.32] | | | | | | [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, 2021).](https://www.sec.gov/Archives/edgar/data/1674101/000162828021015172/exhibit101-stephenhenilian.htm) | | | | | | | | |

| [removed: 10.32] [added: 10.33] | | | | | | [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, 2022)](https://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex101amendedemployme.htm) | | | | | | | | |

| [removed: 10.33] [added: 10.34] | | | | | | [Employment Agreement, dated as of November 21, 2022, by and among Giordano Albertazzi, Vertiv Corporation, and Vertiv Holdings Co. (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 27, 2023).](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibit1027-giordanosemplo.htm) | | | | | | | | |

| [removed: 19*] [added: 19] | | | | | | [Insider Trading Policy, dated as of December 9, 2024, by and between Vertiv Group Corporation and directors, officers, employees, and [removed: others.](https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/exhibitno19-insidertrading.htm)] [added: others (incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 18, 2025).](https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/exhibitno19-insidertrading.htm)] | | | | | | | | |

| 21.1* | | | | | | [List of Vertiv’s [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/exhibitno211vrt02142025.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/exhibitno211vrt02132026.htm)] | | | | | | | | |

| 23.1* | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/exhibitno231vrt02142025.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/exhibitno231vrt02132026.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/1674101/000162828025005905/exhibitno311section302-vrt.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/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/1674101/000162828025005905/exhibitno312section302-vrt.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/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/1674101/000162828025005905/exhibitno321section906-vrt.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/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/1674101/000162828025005905/exhibitno322section906-vrt.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/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: 2024,] [added: 2025,] 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. | | | | | | | | |

| 2.3 | | | | | | [Securities Purchase Agreement between Vertiv Corporation ("Buyer") and Purge Rite Intermediate, LLC, and Purge Rite Holdings, LLC., dated October 31, 2025 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the SEC on November 3, 2025).](https://www.sec.gov/Archives/edgar/data/1674101/000119312525261623/d10924dex21.htm) | | | | | | | | |

| 2.4* | | | | | | [Amendment, dated as of December 4, 2025, to the Securities Purchase Agreement dated as of October 31, 2025, by and among Vertiv Corporation (“Buyer”), and Purge Rite Intermediate, LLC, and Purge Rite Holdings, LLC (filed herewith).](https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/exhibitno24amendmenttothes.htm) | | | | | | | | |

| 10.31 | | | | | | [Amendment No. 6 to Term Loan Credit Agreement, dated as of August 12, 2025, 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.](https://www.sec.gov/Archives/edgar/data/1674101/000119312525178982/d25970dex101.htm) | | | | | | | | |

| 10.35 | | | | | | [Transition and Consulting Agreement, dated May 28, 2025](https://www.sec.gov/Archives/edgar/data/1674101/000167410125000008/exhibitno101-transitionand.htm) | | | | | | | | |

| 10.36 | | | | | | [Offer Letter for Craig Chamberlin](https://www.sec.gov/Archives/edgar/data/1674101/000167410125000024/exhibit101-offerletterforc.htm) | | | | | | | | |

| | | | | | | | | | | | | | | |

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

| 104 | | | | | | Cover Page Interactive Data File | | | | | | | | |

| Date: | | | February [removed: 18, 2025] [added: 13, 2026] | | | | | | Vertiv Holdings Co | | | | | |

| /s/ Giordano Albertazzi | | | Chief Executive Officer and Director | | | February [removed: 18, 2025] [added: 13, 2026] | | |

| /s/ [removed: David J. Fallon] [added: Craig Chamberlin] | | | Chief Financial Officer | | | February [removed: 18, 2025] [added: 13, 2026] | | |

| [removed: David J. Fallon] [added: Craig Chamberlin] | | | (Principal Financial Officer) | | | | | |

| /s/ Eric M. Johnson | | | Chief Accounting Officer | | | February [removed: 18, 2025] [added: 13, 2026] | | |

| /s/ David M. Cote | | | Executive Chairman of the Board | | | February [removed: 18, 2025] [added: 13, 2026] | | |

| /s/ Joseph van Dokkum | | | Director | | | February [removed: 18, 2025] [added: 13, 2026] | | |

| /s/ Joseph J. DeAngelo | | | Director | | | February [removed: 18, 2025] [added: 13, 2026] | | |

| /s/ Jakki L. Haussler | | | Director | | | February [removed: 18, 2025] [added: 13, 2026] | | |

| /s/ Roger Fradin | | | Director | | | February [removed: 18, 2025] [added: 13, 2026] | | |

| /s/ Jacob Kotzubei | | | Director | | | February [removed: 18, 2025] [added: 13, 2026] | | |

| /s/ Matthew Louie | | | Director | | | February [removed: 18, 2025] [added: 13, 2026] | | |

| /s/ Edward L. Monser | | | Director | | | February [removed: 18, 2025] [added: 13, 2026] | | |

| /s/ Steven S. Reinemund | | | Director | | | February [removed: 18, 2025] [added: 13, 2026] | | |

| | | | | | | | | | /s/ Craig Chamberlin | | | | | |

| | | | | | | | | | Name: Craig Chamberlin | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | /s/ David J. Fallon | | | | | |

| | | | | | | | | | Name: David J. Fallon | | | | | |

| /s/ Robin L. Washington | | | Director | | | February 18, 2025 | | |

| Robin L. Washington | | | | | | | | |

| [Report of Independent Public Accounting [removed: Firm](#if77ec96de36b4570814d3c374c8ea696_112)] [added: Firm](#i3dd26c01490a4c6aac6bcf4ecd73c119_112)] (PCAOB ID: 42) | | | | | | | | | | | | | | | [removed: [57](#if77ec96de36b4570814d3c374c8ea696_112)] [added: [57](#i3dd26c01490a4c6aac6bcf4ecd73c119_112)] | | |

| [Consolidated Statements of Earnings [removed: (Loss)](#if77ec96de36b4570814d3c374c8ea696_118)] [added: (Loss)](#i3dd26c01490a4c6aac6bcf4ecd73c119_118)] | | | | | | | | | | | | | | | [removed: [59](#if77ec96de36b4570814d3c374c8ea696_118)] [added: [60](#i3dd26c01490a4c6aac6bcf4ecd73c119_118)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#if77ec96de36b4570814d3c374c8ea696_121)] [added: (Loss)](#i3dd26c01490a4c6aac6bcf4ecd73c119_121)] | | | | | | | | | | | | | | | [removed: [60](#if77ec96de36b4570814d3c374c8ea696_121)] [added: [61](#i3dd26c01490a4c6aac6bcf4ecd73c119_121)] | | |

| [Consolidated Balance [removed: Sheets](#if77ec96de36b4570814d3c374c8ea696_124)] [added: Sheets](#i3dd26c01490a4c6aac6bcf4ecd73c119_124)] | | | | | | | | | | | | | | | [removed: [61](#if77ec96de36b4570814d3c374c8ea696_124)] [added: [62](#i3dd26c01490a4c6aac6bcf4ecd73c119_124)] | | |

| [Consolidated Statements of Cash [removed: Flows](#if77ec96de36b4570814d3c374c8ea696_127)] [added: Flows](#i3dd26c01490a4c6aac6bcf4ecd73c119_127)] | | | | | | | | | | | | | | | [removed: [62](#if77ec96de36b4570814d3c374c8ea696_127)] [added: [63](#i3dd26c01490a4c6aac6bcf4ecd73c119_127)] | | |

| [Consolidated Statements of Shareholders’ Equity [removed: (Deficit)](#if77ec96de36b4570814d3c374c8ea696_130)] [added: (Deficit)](#i3dd26c01490a4c6aac6bcf4ecd73c119_130)] | | | | | | | | | | | | | | | [removed: [63](#if77ec96de36b4570814d3c374c8ea696_130)] [added: [64](#i3dd26c01490a4c6aac6bcf4ecd73c119_130)] | | |

| [Notes to Consolidated Financial [removed: Statements](#if77ec96de36b4570814d3c374c8ea696_133)] [added: Statements](#i3dd26c01490a4c6aac6bcf4ecd73c119_133)] | | | | | | | | | | | | | | | [removed: [64](#if77ec96de36b4570814d3c374c8ea696_133)] [added: [65](#i3dd26c01490a4c6aac6bcf4ecd73c119_133)] | | |

| [1: Description of business and summary of significant accounting [removed: policies](#if77ec96de36b4570814d3c374c8ea696_136)] [added: policies](#i3dd26c01490a4c6aac6bcf4ecd73c119_136)] | | | | | | | | | | | | | | | [removed: [64](#if77ec96de36b4570814d3c374c8ea696_136)] [added: [65](#i3dd26c01490a4c6aac6bcf4ecd73c119_136)] | | |

| [2: [removed: Acquisitions](#if77ec96de36b4570814d3c374c8ea696_142)] [added: Acquisitions](#i3dd26c01490a4c6aac6bcf4ecd73c119_142)] | | | | | | | | | | | | | | | [removed: [70](#if77ec96de36b4570814d3c374c8ea696_142)] [added: [71](#i3dd26c01490a4c6aac6bcf4ecd73c119_142)] | | |

| [3: [removed: Revenue](#if77ec96de36b4570814d3c374c8ea696_145)] [added: Revenue](#i3dd26c01490a4c6aac6bcf4ecd73c119_145)] | | | | | | | | | | | | | | | [removed: [71](#if77ec96de36b4570814d3c374c8ea696_145)] [added: [73](#i3dd26c01490a4c6aac6bcf4ecd73c119_145)] | | |

| [4: Restructuring [removed: costs](#if77ec96de36b4570814d3c374c8ea696_151)] [added: costs](#i3dd26c01490a4c6aac6bcf4ecd73c119_151)] | | | | | | | | | | | | | | | [removed: [72](#if77ec96de36b4570814d3c374c8ea696_151)] [added: [75](#i3dd26c01490a4c6aac6bcf4ecd73c119_151)] | | |

| [5: Goodwill and other [removed: intangibles](#if77ec96de36b4570814d3c374c8ea696_154)] [added: intangibles](#i3dd26c01490a4c6aac6bcf4ecd73c119_154)] | | | | | | | | | | | | | | | [removed: [73](#if77ec96de36b4570814d3c374c8ea696_154)] [added: [75](#i3dd26c01490a4c6aac6bcf4ecd73c119_154)] | | |

| [6: [removed: Debt](#if77ec96de36b4570814d3c374c8ea696_157)] [added: Debt](#i3dd26c01490a4c6aac6bcf4ecd73c119_157)] | | | | | | | | | | | | | | | [removed: [74](#if77ec96de36b4570814d3c374c8ea696_157)] [added: [76](#i3dd26c01490a4c6aac6bcf4ecd73c119_157)] | | |

| [7: [removed: Leases](#if77ec96de36b4570814d3c374c8ea696_160)] [added: Leases](#i3dd26c01490a4c6aac6bcf4ecd73c119_160)] | | | | | | | | | | | | | | | [removed: [78](#if77ec96de36b4570814d3c374c8ea696_160)] [added: [80](#i3dd26c01490a4c6aac6bcf4ecd73c119_160)] | | |

[removed: | [8: Pension plans](#if77ec96de36b4570814d3c374c8ea696_163) | | | | | | | | | | | | | | | [79](#if77ec96de36b4570814d3c374c8ea696_163) | | |][added: *Pension Plans*]

| [removed: [9:] [added: [8:] Income [removed: taxes](#if77ec96de36b4570814d3c374c8ea696_166)] [added: taxes](#i3dd26c01490a4c6aac6bcf4ecd73c119_166)] | | | | | | | | | | | | | | | [removed: [82](#if77ec96de36b4570814d3c374c8ea696_166)] [added: [82](#i3dd26c01490a4c6aac6bcf4ecd73c119_166)] | | |

| [removed: [10:] [added: [9:] Related party [removed: transactions](#if77ec96de36b4570814d3c374c8ea696_169)] [added: transactions](#i3dd26c01490a4c6aac6bcf4ecd73c119_169)] | | | | | | | | | | | | | | | [removed: [85](#if77ec96de36b4570814d3c374c8ea696_169)] [added: [86](#i3dd26c01490a4c6aac6bcf4ecd73c119_169)] | | |

| [removed: [11:] [added: [10:] Other financial [removed: information](#if77ec96de36b4570814d3c374c8ea696_175)] [added: information](#i3dd26c01490a4c6aac6bcf4ecd73c119_175)] | | | | | | | | | | | | | | | [removed: [86](#if77ec96de36b4570814d3c374c8ea696_175)] [added: [86](#i3dd26c01490a4c6aac6bcf4ecd73c119_175)] | | |

| [removed: [12:] [added: [11:] Financial instruments and risk [removed: management](#if77ec96de36b4570814d3c374c8ea696_178)] [added: management](#i3dd26c01490a4c6aac6bcf4ecd73c119_178)] | | | | | | | | | | | | | | | [removed: [86](#if77ec96de36b4570814d3c374c8ea696_178)] [added: [87](#i3dd26c01490a4c6aac6bcf4ecd73c119_178)] | | |

| [removed: [13:] [added: [12:] Accumulated other comprehensive (loss) [removed: income](#if77ec96de36b4570814d3c374c8ea696_184)] [added: income](#i3dd26c01490a4c6aac6bcf4ecd73c119_184)] | | | | | | | | | | | | | | | [removed: [89](#if77ec96de36b4570814d3c374c8ea696_184)] [added: [89](#i3dd26c01490a4c6aac6bcf4ecd73c119_184)] | | |

| [removed: [14:] [added: [13:] Segment [removed: information](#if77ec96de36b4570814d3c374c8ea696_187)] [added: information](#i3dd26c01490a4c6aac6bcf4ecd73c119_187)] | | | | | | | | | | | | | | | [removed: [89](#if77ec96de36b4570814d3c374c8ea696_187)] [added: [89](#i3dd26c01490a4c6aac6bcf4ecd73c119_187)] | | |

[removed: | [15: Stock-based compensation plans](#if77ec96de36b4570814d3c374c8ea696_190) | | | | | | | | | | | | | | | [92](#if77ec96de36b4570814d3c374c8ea696_190) | | |][added: *Stock-Based Compensation Plans*]

[removed: | [16: Earnings (loss) per share](#if77ec96de36b4570814d3c374c8ea696_193) | | | | | | | | | | | | | | | [94](#if77ec96de36b4570814d3c374c8ea696_193) | | |][added: (15) EARNINGS (LOSS) PER SHARE]

[removed: | [17: Commitments and contingencies](#if77ec96de36b4570814d3c374c8ea696_196) | | | | | | | | | | | | | | | [95](#if77ec96de36b4570814d3c374c8ea696_196) | | |][added: (16) COMMITMENTS AND CONTINGENCIES]

We have audited the accompanying consolidated balance sheets of Vertiv Holdings Co (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] 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: 18, 2025] [added: 13, 2026] expressed an unqualified opinion thereon.

Critical Audit [removed: Matter][added: Matters]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing a separate opinion on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

| Description of the Matter | | | As described in Note [removed: 9] [added: 8] to the Company’s consolidated financial statements, the Company is involved in various income tax matters for which the ultimate outcomes are uncertain. [removed: As of December 31, 2024, the gross amount of unrecognized tax benefits was $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 [added: certain of its] uncertain tax positions was [removed: especially] challenging due to the [removed: complexity and significant judgment associated with the] recognition and measurement [added: being judgmental as they are based on interpretations] of [removed: the] [added: statutes, regulations,] tax [removed: positions that are more likely than not to be sustained.] [added: rulings and case law across multiple jurisdictions.] | | |

| 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 [added: certain of its] uncertain tax positions. Our procedures included testing controls over management’s review of the [removed: valuation] [added: recognition and measurement] of [removed: the reserves for] [added: certain of its] uncertain tax [removed: positions, including the assumptions used to estimate the reserves,] [added: positions] as well as management’s controls over the completeness and accuracy of the data used within the Company’s analyses of [removed: its] [added: these] uncertain tax positions. Our audit procedures included, among others, evaluating [added: any changes in] the [added: significant] assumptions utilized by the Company [added: in the current year] to assess [added: certain of] its uncertain tax positions by jurisdiction. We also tested the completeness and accuracy of the underlying data used in the Company’s analyses of [added: certain of] its uncertain tax [removed: positions.] [added: positions in the current year.] We evaluated [removed: certain legal opinions] [added: current year third-party regulatory studies] 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 [added: any changes to] the Company’s disclosure of uncertain tax positions. | | |

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

| Net sales - products | | | $ | [removed: 6,393.5] [added: 8,390.6] | | | | | $ | [removed: 5,406.1] [added: 6,393.5] | | | | | $ | [removed: 4,335.3] [added: 5,406.1] | | | | |

| Net sales - services | | | [removed: 1,618.3] [added: 1,839.3] | | | | | | [removed: 1,457.1] [added: 1,618.3] | | | | | | [removed: 1,356.2] [added: 1,457.1] | | | | | |

| Net sales | | | [removed: 8,011.8] [added: 10,229.9] | | | | | | [removed: 6,863.2] [added: 8,011.8] | | | | | | [removed: 5,691.5] [added: 6,863.2] | | | | | |

| Cost of sales - products | | | [removed: 4,099.4] [added: 5,447.2] | | | | | | [removed: 3,575.7] [added: 4,099.4] | | | | | | [removed: 3,219.1] [added: 3,575.7] | | | | | |

| Cost of sales - services | | | [removed: 978.2] [added: 1,067.5] | | | | | | [removed: 887.0] [added: 978.2] | | | | | | [removed: 856.3] [added: 887.0] | | | | | |

| Cost of sales | | | [removed: 5,077.6] [added: 6,514.7] | | | | | | [removed: 4,462.7] [added: 5,077.6] | | | | | | [removed: 4,075.4] [added: 4,462.7] | | | | | |

| Selling, general and administrative expenses | | | [removed: 1,374.0] [added: 1,617.8] | | | | | | [removed: 1,312.3] [added: 1,374.0] | | | | | | [removed: 1,178.3] [added: 1,312.3] | | | | | |

| [14: Employee benefit plans](#i3dd26c01490a4c6aac6bcf4ecd73c119_193) | | | | | | | | | | | | | | | [92](#i3dd26c01490a4c6aac6bcf4ecd73c119_193) | | |

Valuation of Certain Acquired Intangible Assets

| Description of the Matter | | | As described in Note 2 of the consolidated financial statements, on October 31, 2025, the Company entered into a sale and purchase agreement ("Acquisition Agreement") to acquire Purge Rite Intermediate, LLC ("PurgeRite"). The transaction ("Acquisition") closed on December 4, 2025. Under the terms of the Acquisition Agreement, total consideration transferred was $1,138.3 million. The Company accounted for the acquisition of PurgeRite using the acquisition method of accounting. The Company’s accounting for this acquisition included determining the preliminary fair value of the intangible assets acquired, which included the customer relationship intangible asset. Auditing the Company’s preliminary accounting for its acquisition of PurgeRite was complex and subjective due to the significant estimation uncertainty in determining the estimated fair value of the customer relationship intangible asset of $372.6 million. The Company used the multi-period excess earnings method to value the customer relationship intangible asset. The significant assumptions used to estimate the fair value of the customer relationships intangible asset included the forecasted earnings before interest, taxes, depreciation and amortization, customer attrition rates and the discount rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions. | | |

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

| 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 process for accounting for the customer relationship intangible asset. For example, we tested controls over management’s review of the valuation methodologies and key assumptions used to estimate fair value, as well as management’s controls over the completeness and accuracy of the information used within the valuation model. To test the estimated preliminary fair value of the customer relationship intangible asset, our audit procedures included, among others, reading the purchase agreement, assessing the appropriateness of the valuation methodologies used, evaluating the significant assumptions discussed above and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. For example, we compared the forecasted earnings before interest, taxes, depreciation and amortization to current industry and economic trends and the historical financial performance of the acquired business. We performed sensitivity analyses to evaluate the changes in the fair value that would result from changes in the significant assumptions. We involved our valuation specialists to assist in evaluating the methodologies used to estimate the fair value of the customer relationship intangible asset and to test certain significant assumptions, including the customer attrition and discount rates, which included a comparison of the selected rates to benchmark data. In addition, we evaluated the competency and objectivity of management’s third-party valuation specialist, and we assessed the adequacy of the disclosures in the consolidated financial statements related to the acquired intangible asset. | | |

February 13, 2026

| Cash and cash equivalents | | | $ | 1,728.4 | | | | | $ | 1,227.6 | |

| Short-term investments | | | 99.5 | | | | | | — | | |

| Retained earnings | | | 1,027.9 | | | | | | (238.3) | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Purchase of short-term investments | | | (539.6) | | | | | | — | | | | | | — | | |

| Proceeds from maturities of short-term investments | | | 450.0 | | | | | | — | | | | | | — | | |

| Acquisition of businesses, net of cash acquired | | | (1,184.8) | | | | | | (17.6) | | | | | | (28.8) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2025 | | | | | | 382,553,680 | | | | | | $ | — | | | | | — | | | | | | $ | — | | | | | $ | 2,895.2 | | | | | $ | 1,027.9 | | | | | $ | 18.2 | | | | | $ | 3,941.3 | |

On February 7, 2020, Vertiv Holdings, LLC, a Delaware limited liability company and predecessor of Vertiv, consummated a business combination pursuant to a merger agreement with GSAH, among other parties (the “Business Combination”).

recognition criteria are met.

Refer to "Note 2 - Acquisitions" for additional information.

*Marketable Securities*

The Company classifies marketable securities with maturities in excess of three months and less than one year at acquisition as held-to-maturity.

These investments primarily consist of U.S. Treasury bills.

The Company does not purchase and hold securities principally for the purpose of selling them in the near future, and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases.

At December 31, 2025, the Company recorded "Short-term investments" on the Consolidated Balance Sheets at amortized cost of $99.5.