Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise indicates or requires, references to “the Company,” “Vertiv,” “we,” “us” and “our” refer to Vertiv Holdings Co, a Delaware corporation, and its consolidated subsidiaries. In addition, dollar amounts are stated in millions, except for per share amounts. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the Consolidated Financial Statements and the notes thereto included elsewhere in this Annual Report.

Cautionary Note Regarding Forward-Looking Statements

This Form 10-Q, and other statements that Vertiv may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and as such are not historical facts. Such statements may include, without limitation, those regarding Vertiv’s future financial performance or position, capital structure, indebtedness, business performance, strategy and plans, and expectations and objectives of Vertiv management for future operations and financial performance. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of results of performance. Vertiv cautions that such forward-looking statements are subject to numerous assumptions, risks and uncertainties, which may change over time. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When Vertiv discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, Vertiv’s management at the time of such statements.

The forward-looking statements contained in this Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on Vertiv. There can be no assurance that future developments affecting Vertiv will be those that Vertiv has anticipated. Forward-looking statements included in this Form 10-Q speak only as of the date of this filing or any earlier date specified for such statements. Vertiv undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. All subsequent written or oral forward-looking statements attributable to Vertiv or persons acting on Vertiv’s behalf are qualified in their entirety by this Cautionary Note Regarding Forward-Looking Statements.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Vertiv’s control) or other assumptions, which may change over time, and that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Vertiv has previously disclosed risk factors in its Securities and Exchange Commission (“SEC”) reports, including those set forth in its Form 10-K for the year ended December 31, 2024 filed on February 18, 2025 (the "2024 Form 10-K"). These risk factors and those identified elsewhere in this Form 10-Q, among others, could cause actual results to differ materially from historical performance and 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 our customer’s orders or the markets; less favorable contractual terms with large customers; risks associated with governmental contracts; failure to mitigate risks associated with long-term fixed price contracts; competition in the industry in which we operate; failure to obtain performance and other guarantees from financial institutions; failure to properly manage supply chain, difficulties with third-party manufacturers and increases in costs of material, freight and/or labor, and changes in the costs of production; competition in the infrastructure technologies; risks associated with information technology 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 and numerous foreign entities; 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 in emerging markets including economic, political and production level risk; risks associated with future legislation and regulation of Vertiv’s customers’ markets both in the United States ("U.S.") and abroad; 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 and any actions we may take in response

thereto; 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 the ability to incur 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 is not fully within our control; 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 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 Vertiv’s SEC reports or documents filed or to be filed with the SEC by Vertiv.

Overview

We are a global leader in the design, manufacturing and servicing of critical digital infrastructure technology that powers, cools, deploys, secures and maintains electronics that process, store and transmit data. We primarily provide this technology to data centers, communication networks and commercial & industrial environments worldwide. We aim to help create a world where critical technologies always work, and where we empower the vital applications of the digital world.

Outlook and Trends

Below is a summary of trends and events that are currently affecting, or may in the future affect, our business, operations and short-term outlook:

• 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. In response to these escalating pressures and the geopolitical and macroeconomic uncertainties surrounding global supply chains and customer demand, we continue to pursue our supply chain strategy of supplier and geographic resilience. This includes, but is not limited to, continuing to add regional sourcing and manufacturing capabilities and capacity to complement our existing global supply chain. We’re strengthening our supply base and manufacturing footprint in the US and other strategic jurisdictions around the world as part of our overall capacity strategy to grow with customer demand in the US and other jurisdictions.

The imposition of U.S. tariffs and foreign country retaliatory tariffs, or the proposed imposition of additional or similar tariffs, in jurisdictions where we have manufacturing facilities or where our clients operate will increase our cost of doing business and could significantly impact our financial performance.

We are continually analyzing and implementing strategic measures in an effort to minimize the financial and operational impacts of the new and proposed tariffs on our business operations, including, but not limited to, continued expansion of domestic manufacturing, alternative sourcing of components and 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 decisions for our products and services.

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 2025 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.

• Capacity Expansion: We have invested in capacity expansion to meet current and anticipated additional customer demand. For example, since acquiring E&I in late 2021, we have approximately doubled our manufacturing capacity for switchgear, busbar and integrated solutions by opening new facilities and adding production to existing facilities. Additionally, in 2024, in order to support our thermal management activity, we opened a new

manufacturing facility in Pune, India and a new facility in Pelzer, South Carolina to support the production of modular solutions, modular power systems and other infrastructure systems. We anticipate continuing to invest in capacity globally to provide the geographic presence that our customers need, and the ability to rapidly scale and to ensure resiliency.

• Artificial Intelligence ("AI"): Increased maturity and adoption of AI and high-performance compute is currently impacting the data center industry and driving technology innovation, which has led to increased demand. The Company has invested in developing new product, services, and solutions to serve this growing industry, is increasing capacity to support additional demand for AI infrastructure as necessary and we will continue to invest to support additional growth driven by AI.

• Thermal Management Portfolio Expansion: We continue to invest in expansion of our thermal management portfolio and product capabilities to meet customer demands. The complexity of hybrid air and liquid cooling created by AI workloads presents significant opportunities for innovation within, and expansion of, the entire thermal chain to better optimize performance, power utilization, control, and heat re-use. Our investment and expansion efforts are directed at capturing new technologies across the entire thermal chain from chip to heat rejection and re-use and more to meet growing demands. Further, we are focused on the continued growth and expansion of our portfolio geographically, as we leverage our best-in-class regional products and expand such offerings into other regions and globally.

RESULTS OF OPERATIONS

Comparison of the Three Months Ended March 31, 2025 and Three Months Ended March 31, 2024

(Dollars in millions)			Three months ended March 31, 2025						Three months ended March 31, 2024						$ Change						% Change
Net sales			$	2,036.0					$	1,639.1					$	396.9					24.2		%
Cost of sales			1,349.5						1,072.7						276.8						25.8
Gross profit			686.5						566.4						120.1						21.2
Selling, general and administrative expenses			346.3						314.0						32.3						10.3
Amortization of intangibles			46.0						46.0						—						—
Restructuring costs			1.1						0.3						0.8						266.7
Foreign currency (gain) loss, net			2.6						3.2						(0.6)						(18.8)
Other operating expense (income)			(0.2)						0.3						(0.5)						(166.7)
Operating profit (loss)			290.7						202.6						88.1						43.5
Interest expense, net			25.3						39.0						(13.7)						(35.1)
Change in fair value of warrant liabilities			—						176.6						(176.6)						(100.0)
Income tax expense			100.9						(7.1)						108.0						(1,521.1)
Net income (loss)			$	164.5					$	(5.9)					$	170.4					(2,888.1)		%

Net Sales

Net sales were $2,036.0 in the first quarter of 2025, an increase of $396.9, or 24.2%, compared with $1,639.1 in the first quarter of 2024. The increase in sales was primarily driven by higher sales volumes, partially offset by the negative impacts from foreign currency of $17.4. Product sales increased $373.7, which included the negative impacts from foreign currency of $10.9. Services & spares sales increased $23.2, which included the negative impacts from foreign currency of $6.5.

Excluding intercompany sales, net sales were $1,185.3 in the Americas, $447.2 in Asia Pacific and $403.5 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segments section below.

Cost of Sales

Cost of sales were $1,349.5 in the first quarter of 2025, an increase of $276.8, or 25.8% compared to the first quarter of 2024. The increase in cost of sales was primarily driven by the impact of higher volumes. Gross profit was $686.5 in the first quarter of 2025, or 33.7% of sales, compared to $566.4, or 34.6% of sales in the first quarter of 2024. Margin is slightly down in the first quarter of 2025 due primarily to the mix of product and service sales in addition to tariffs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (“SG&A”) were $346.3 in the first quarter of 2025, an increase of $32.3, or 10.3% compared to the first quarter of 2024. The increase in SG&A was primarily driven by increased compensation costs. SG&A as a percentage of sales were 17.0% in the first quarter of 2025 compared with 19.2% in the first quarter of 2024.

Other Operating Expense

The remaining other operating expenses includes amortization of intangibles, restructuring costs, foreign currency (gain) loss, and other operating expense (income). These remaining operating expenses were $49.5 for the first quarter of 2025, which was a $0.3 decrease from the first quarter of 2024. The decrease was primarily due to a $0.8 increase in restructuring costs offset by a $0.6 decrease in foreign currency loss and a $0.5 decrease in other operating expense (income) primarily due to the mark-to-market losses associated with the economic hedges.

Change in Fair Value of Warrant Liabilities

Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the then outstanding private warrants. The change in fair value of the outstanding private warrants during the first three months of 2024 resulted in a loss of $176.6. 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. On December 6, 2024, Cote SPAC I LLC elected to exercise the remaining 5,266,667 outstanding private warrants on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 4,812,521 shares of Class A common stock. As of March 31, 2025, there were no private warrants outstanding.

Interest Expense

Interest expense, net, was $25.3 in the first quarter of 2025 compared to $39.0 in the first quarter of 2024. The $13.7 decrease is primarily driven by $9.5 of reduced interest expense as a result of our Term Loan amendments which resulted in a reduction to our interest rate margin and a $3.4 increase in interest income. To the extent interest rates continue to fluctuate our interest expense will change, although we expect these changes to be mitigated by our interest rate swaps and interest income.

Income Taxes

Income tax expense was $100.9 in the first quarter of 2025 compared to $(7.1) in the first quarter of 2024. The $108.0 increase is primarily due to increased business performance and the change in the discrete tax expense due to legislative changes effective in the first quarter of 2025. The effective rate in the first quarter of 2025 was primarily influenced by the negative impact of a valuation allowance established to account for legislative changes effective in the first quarter of 2025 partially offset by favorable impact of other discrete items such as stock compensation and changes in deferred tax liabilities. For the first quarter of 2024, income tax expense was primarily influenced by the negative impact of non-deductible changes in fair value of the warrant liabilities, discrete tax benefits related to stock compensation and the mix of income between our U.S. and non-U.S. operations.

Business Segments

The following is detail of business segment results for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Segment profitability is defined as operating profit (loss). Segment margin represents segment operating profit (loss) expressed as a percentage of segment net sales. For reconciliations of segment net sales and earnings to our consolidated results, see “Note 10 — Segment Information,” of our Unaudited Condensed Consolidated Financial Statements. Segment net sales are presented excluding intercompany sales.

Americas

(Dollars in millions)			Three months ended March 31, 2025						Three months ended March 31, 2024						$ Change						% Change
Net sales			$	1,185.3					$	925.0					$	260.3					28.1		%
Operating profit (loss)			259.7						187.8						71.9						38.3
Margin			21.9		%				20.3		%

Americas net sales were $1,185.3 in the first quarter of 2025, an increase of $260.3, or 28.1%, from the first quarter of 2024. The increase in sales was primarily driven by higher sales volumes due to products increasing by $242.2 and service & spares increasing by $18.1. Americas net sales were negatively impacted by foreign currency of approximately $5.8.

Operating profit (loss) in the first quarter of 2025 was $259.7, an increase of $71.9 compared with the first quarter of 2024. Margin increased primarily due to higher sales volumes, improved price realization, manufacturing and procurement productivity and leveraging our fixed costs.

Asia Pacific

(Dollars in millions)			Three months ended March 31, 2025						Three months ended March 31, 2024						$ Change						% Change
Net sales			$	447.2					$	332.3					$	114.9					34.6		%
Operating profit (loss)			45.7						30.4						15.3						50.3
Margin			10.2		%				9.1		%

Asia Pacific net sales were $447.2 in the first quarter of 2025, an increase of $114.9, or 34.6%, from the first quarter of 2024. The increase in sales were primarily driven by growth across the whole region, partially offset by the negative impact of foreign currency of approximately $6.0. Net sales of products improved by $109.8, and service & spares improved by $5.1.

Operating profit (loss) in the first quarter of 2025 was $45.7, an increase of $15.3 compared with the first quarter of 2024 mainly driven by leveraging our fixed costs and a benefit due to employee related costs in the first quarter of 2024.

Europe, Middle East & Africa

(Dollars in millions)			Three months ended March 31, 2025						Three months ended March 31, 2024						$ Change						% Change
Net sales			$	403.5					$	381.8					$	21.7					5.7		%
Operating profit (loss)			78.7						70.3						8.4						11.9
Margin			19.5		%				18.4		%

Europe, Middle East & Africa net sales of $403.5 in the first quarter of 2025, increased by $21.7, or 5.7%, from the first quarter of 2024. Sales increases were primarily due to increased volumes due to products increasing by $21.7, partially offset by the negative impact of foreign currency of approximately $5.6. Sales of services & spares remained flat compared to the first quarter of 2024.

Operating profit (loss) in the first quarter of 2025 was $78.7, an increase of $8.4 compared with the first quarter of 2024. Margin increased primarily due to fixed cost leverage on higher volumes and procurement driven productivity improvement.

Vertiv Corporate and Other

Corporate and other costs include costs associated with our headquarters located in Westerville, Ohio, as well as centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, IT, Legal, and global product platform development and offering management. Corporate and other costs were $47.4 and $39.9 in the first quarter of 2025 and 2024, respectively. Total corporate, other, and elimination costs increased $7.5 compared to the first quarter of 2024 primarily due to an increase of certain employee related costs and an increase in the foreign currency loss of $0.6.

Capital Resources and Liquidity

Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments and debt service.

Capital Expenditures: Our capital expenditures are primarily related to the maintenance of our long-term assets, as well as the investment in projects, such as capacity and facility expansion, that support growth and innovation to further our enterprise strategy. Our capital expenditures (including capitalized software) were approximately $38.8 during the first three months of 2025. We expect to have capital expenditures (including capitalized software) of $250.0 to $300.0 for the full year 2025.

We have additional obligations as part of our ordinary course of business, beyond those committed for capital expenditures, which consist of debt obligations and other financial instruments. Refer below, as well as to “Note 5 — Debt” and “Note 12 — Commitments and Contingencies” of the Unaudited Condensed Consolidated Financial Statements for more information. In addition, we have uncertain tax positions that are further discussed in “Note 6 — Income Taxes” of the Unaudited Condensed Consolidated Financial Statements. We anticipate payments for lease obligations of approximately $63.0 for the full year 2025. We do not have any guarantees or other off-balance sheet financing arrangements, including variable interest entities, which could materially impact our financial condition or liquidity.

We, through our subsidiaries, are party to certain indebtedness arrangements, including the Senior Secured Notes, due 2028, with an outstanding principal amount of $850.0 as of March 31, 2025 (the “Notes”), the Term Loan, due 2027, with an outstanding principal amount of $2,091.7 as of March 31, 2025 (the “Term Loan”), and the ABL Revolving Credit Facility, due 2029, providing up to $800.0 of revolving borrowings, with separate sublimits for letters of credit and swingline borrowings and an uncommitted accordion of up to $200.0, for which none was outstanding as of March 31, 2025 (the “ABL Revolving Credit Facility” and collectively with the Term Loan, the “Senior Secured Credit Facilities”).

At March 31, 2025, we had $1,467.3 in cash and cash equivalents, which includes amounts held outside of the U.S., primarily in Europe and Asia. Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. We are not asserting indefinite reinvestment of cash or outside basis for our non-U.S. subsidiaries due to the outstanding debt obligations in instances where alternative repatriation options, other than dividends, are not available. At March 31, 2025, Vertiv had $784.2 of availability (subject to customary borrowing base and other conditions) under the ABL Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of $15.8, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility.

We believe our current cash and cash equivalent levels, augmented by availability under the ABL Revolving Credit Facility, will provide adequate near-term liquidity for the next 12 months of independent operations, as well as the resources necessary to invest for growth in existing businesses and manage our capital structure on a short- and long-term basis. We expect to continue to opportunistically access the capital and financing markets from time to time. Access to capital and the availability of financing on acceptable terms in the future will be affected by many factors, including our credit rating, economic conditions, and the overall liquidity of capital markets. There can be no assurance that we will continue to have access to the capital and financing markets on acceptable terms.

Summary Statement of Cash Flows

Three Months Ended March 31, 2025 and 2024

(Dollars in millions)			2025						2024						$ Change						% Change
Net cash provided by (used for) operating activities			$	303.3					$	137.5					$	165.8					120.6		%
Net cash provided by (used for) investing activities			(38.8)						(36.5)						(2.3)						(6.3)
Net cash provided by (used for) financing activities			(24.9)						(603.1)						578.2						(95.9)
Capital expenditures			(36.5)						(35.8)						(0.7)						(2.0)
Investments in capitalized software			(2.3)						(0.7)						(1.6)						(228.6)

Net Cash provided by (used for) Operating Activities

Net cash provided by operating activities was $303.3 in the first three months of 2025, a $165.8 increase in cash generation compared to the first three months of 2024. Net income from operations of $164.5 included $118.3 of net non-cash expense items, consisting of depreciation and amortization of $71.6, non-cash stock-based compensation expense of $11.2, amortization of debt discount and issuance costs of $2.2, and deferred taxes of $33.3. Trade working capital utilized $4.8 in the first three months of 2025 compared to $99.7 utilized in the first three months of 2024.

Net Cash provided by (used for) Investing Activities

Net cash used for investing activities was $38.8 in the first three months of 2025 compared to net cash used for investing activities of $36.5 in the first three months of 2024. The increased use of cash over the comparable period was primarily driven by an increase in investments of capitalized software of $1.6 and capital expenditures of $0.7.

Net Cash provided by (used for) Financing Activities

Net cash used for financing activities was $24.9 in the first three months of 2025 compared to $603.1 used for financing activities in the first three months of 2024. The decrease in cash used in 2025 was primarily the result of a $599.9 decrease in repurchase of common shares, offset by a $13.1 decrease in exercise of employee stock options, a $4.9 increase in dividend payment and a $3.7 increase in employee taxes paid for shares withheld.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Unaudited Condensed Consolidated Financial Statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The preceding discussion and analysis of our consolidated results of operations and financial condition should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q. The 2024 financial statements, as part of the 2024 Form 10-K, includes additional information about us, our operations, our financial condition, our critical accounting policies and accounting estimates, and should be read in conjunction with this Quarterly Report on Form 10-Q. Our significant accounting policies are described in “Note 1 - Description of Business and Summary of Significant Accounting Policies” of the 2024 Form 10-K.