Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our Class A common stock currently trades on the NYSE under the symbol “VRT”.

Holders of Common Stock

As of February 9, 2026, there were 9 holders of record of the Company's common shares. Such number does not include DTC participants or beneficial owners holding shares through nominee names.

Cash Dividends

On each of November 29, 2023, and November 18, 2024, we increased our quarterly cash dividend by declaring a dividend of $0.025 and $0.0375 per share, respectively. We further increased our quarterly cash dividend to $0.0625 per share on November 14, 2025, which was paid on December 18, 2025 to shareholders of record on November 25, 2025, and we currently expect to continue to pay a quarterly dividend. However, we are a holding company without any direct operations and have no significant assets other than our ownership interest in our subsidiaries. Accordingly, our ability to pay dividends depends upon the financial condition, liquidity and results of operations of, and our receipt of dividends, loans or other funds from, our subsidiaries. Our subsidiaries are separate and distinct legal entities and have no obligation to make funds available to us. In addition, there are various statutory, regulatory and contractual limitations and business considerations on the extent, if any, to which our subsidiaries may pay dividends, make loans or otherwise provide funds to us. For example, the ability of our subsidiaries to make distributions, loans and other payments to us for the purposes described above and for any other purpose may be limited by the terms of the Senior Secured Credit Facilities and agreements with respect to any of our other outstanding indebtedness.

The declaration and payment of dividends is at the discretion of our Board, whose determination depends on various factors including our results of operations, financial condition, cash requirements, prospects and other factors deemed relevant. In addition, under Delaware law, our Board may declare dividends only to the extent of our surplus (which is defined as total assets at fair market value minus total liabilities, minus statutory capital) or, if there is no surplus, out of our net profits for the then-current and/or immediately preceding fiscal year.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities; Repurchases of Securities

On November 29, 2023, the Board 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. The stock repurchase program does not obligate the Company to repurchase any specific dollar amount or number of shares of Class A common stock and the Board's authorization of the program may be modified, suspended or discontinued at any time.

During the first quarter of 2024, Vertiv purchased 9,076,444 shares of its common stock, par value $0.0001 per share, and retired the repurchased shares in the second quarter of 2024. 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. Excess share repurchase price over par value is allocated between additional paid-in capital, which is limited to amounts initially recorded for the same issue, and retained earnings.

Stock Performance Graph

The following graph provides a comparison of the cumulative total stockholder return on our common stock from December 31, 2020 through December 31, 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, 2020 in our Class A common stock and that any dividends were reinvested. The graph is not, and is not intended to be, indicative of future performance of our common stock.