Vertiv Holdings 10-Q 2025-09-30

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of October 20, 2025, there were 382,338,313 shares of the Company’s Class A common stock, par value $0.0001, outstanding.

PART I. FINANCIAL INFORMATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

VERTIV HOLDINGS CO

(Dollars in millions except for per share data)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

VERTIV HOLDINGS CO

(Dollars in millions)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

VERTIV HOLDINGS CO

(Dollars in millions)

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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; expected expenses related to integration of our acquisition of the Great Lakes Data Racks & Cabinets family of companies (“Great Lakes”); the possible diversion of management time on issues related to integration of Great Lakes; the ability of Vertiv to maintain relationships with customers and suppliers of Great Lakes; and the ability of Vertiv to retain management and key employees of Great Lakes; 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 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.

We have expanded our rack and cabinet solutions capabilities through the strategic acquisition of Great Lakes for approximately $200 million, completed on August 20, 2025. This acquisition strengthens Vertiv's position in delivering integrated infrastructure solutions for data centers and critical digital environments, particularly in addressing the growing demands of AI and high-density computing applications.

• 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.

• Recent U.S. Tax Legislation: On July 4, 2025, H.R.1, also known as the One Big Beautiful Bill Act or "OBBBA", was enacted into law in the U.S. OBBBA extends some existing tax provisions set to expire beginning in 2026 while introducing or repealing other tax provisions. Pending further regulatory guidance, we do not anticipate the enacted changes to have a material impact on our financial position.

RESULTS OF OPERATIONS

Comparison of the Three Months Ended September 30, 2025 and Three Months Ended September 30, 2024

Net Sales

Net sales were $2,675.8 in the third quarter of 2025, an increase of $602.3, or 29.0%, compared with $2,073.5 in the third quarter of 2024. The increase in sales was primarily driven by higher sales volumes and positive impacts from foreign currency of $13.1. Product sales increased $552.0, which included positive impacts from foreign currency of $8.9. Services & Spares sales increased $50.3, which included positive impacts from foreign currency of $4.2.

Excluding intercompany sales, net sales were $1,712.4 in the Americas, $519.8 in Asia Pacific, and $443.6 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segment section below.

Cost of Sales

Cost of sales were $1,665.1 in the third quarter of 2025, an increase of $348.0, or 26.4% compared to the third quarter of 2024. The increase in cost of sales was primarily driven by the impact of higher sales volumes. Gross profit was $1,010.7 in the third quarter of 2025, or 37.8% of sales, compared to $756.4, or 36.5% of sales in the third quarter of 2024. Margin expansion in the third quarter of 2025 was primarily driven by the mix of product and service sales.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (“SG&A”) were $414.3 in the third quarter of 2025, an increase of $79.7 compared to the third quarter of 2024. The increase in SG&A was primarily driven by increased compensation costs. SG&A as a percentage of sales were 15.5% in the third quarter of 2025 compared with 16.1% in the third 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 $79.7 for the third quarter of 2025, which was a $29.5 increase from the third quarter of 2024. The increase was primarily due to a $24.4 increase in restructuring costs and a $6.6 increase in other operating expense (income) primarily due to 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 warrants. The change in fair value of outstanding private warrants during the third quarter of 2024 resulted in a loss of $67.2. The change in fair value of these warrants is 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 September 30, 2025 there were no private warrants outstanding.

Interest Expense

Interest expense, net, was $22.8 in the third quarter of 2025 compared to $35.9 in the third quarter of 2024. The $13.1 decrease was primarily driven by a $12.4 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 $93.7 in the third quarter of 2025 compared to $91.9 in the third quarter of 2024. The $1.8 increase is primarily due to increased business performance partially offset by discrete tax benefits for stock compensation and return to provision adjustments. The effective rate in the third quarter of 2025 was primarily influenced by favorable impact discrete tax benefits for stock compensation and return to provision adjustments. The effective rate in the third quarter of 2024 was primarily influenced by the negative impact of non-deductible changes in fair value of the warrant liabilities and discrete tax benefits related to stock compensation.

Business Segments

The following is detail of business segment results for the three months ended September 30, 2025 compared to the three months ended September 30, 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 11 — Segment Information,” of our Unaudited Condensed Consolidated Financial Statements. Segment net sales are presented excluding intercompany sales.

Americas

Americas net sales were $1,712.4 in the third quarter of 2025, an increase of $513.8, or 42.9%, from the third quarter of 2024. The increase in sales was primarily driven by higher sales volume due to products increasing by $469.6 and sales of service & spares increasing by $44.2. Americas net sales were negatively impacted by foreign currency of approximately $1.1.

Operating profit (loss) in the third quarter of 2025 was $501.8, an increase of $198.4, or 65.4%, compared with the third quarter of 2024. Margin increased primarily due to the mix of product and service sales in addition to operational leverage.

Asia Pacific

Asia Pacific net sales were $519.8 in the third quarter of 2025, an increase of $87.4, or 20.2%, from the third quarter of 2024. The increase in sales was primarily driven by growth in India and the negative impact of foreign currency of approximately $4.6. Net sales of products improved by $78.8, and sale of service & spares improved by $8.6.

Operating profit (loss) in the third quarter of 2025 was $68.5, an increase of $24.4, or 55.3%, compared with the third quarter of 2024 mainly driven by operational leverage and cost improvement actions.

Europe, Middle East & Africa

Europe, Middle East & Africa net sales were $443.6 in the third quarter of 2025, an increase of $1.1, or 0.2%, from the third quarter of 2024. The increase in sales was primarily driven by the positive impact of foreign currency of approximately $18.8 compared to the third quarter of 2024. Net sales of products increased by $3.6 and service & spares decreased by $2.5.

Operating profit (loss) in the third quarter of 2025 was $83.5, a decrease of $30.9, or (27.0)%, compared with the third quarter of 2024. Margin decreased primarily due to the mix of product and service sales and operational inefficiencies.

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, Human Resources, and global product platform development and offering management. Total corporate and other costs were $88.9 and $45.0 in the third quarter of 2025 and 2024, respectively. Total corporate and other costs increased $43.9 compared to the third quarter of 2024 primarily due to a $31.1 increase in restructuring costs, an increase in certain employee related costs and a decrease in the foreign currency loss of $4.4.

Comparison of the Nine Months Ended September 30, 2025 and Nine Months Ended September 30, 2024

Net Sales

Net sales were $7,349.9 in the first nine months of 2025, an increase of $1,684.5, or 29.7%, compared with $5,665.4 in the first nine months of 2024. The increase in sales was primarily driven by higher sales volumes including the positive impacts from foreign currency of $16.2. Product sales increased $1,527.3, which included the positive impacts from foreign currency of $15.7. Services & spares sales increased $157.2, which included positive impacts from foreign currency of $0.5.

Excluding intercompany sales, net sales were $4,500.0 in the Americas, $1,527.2 in Asia Pacific and $1,322.7 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 $4,756.1 in the first nine months of 2025, an increase of $1,154.7, or 32.1% compared to the first nine months of 2024. The increase in cost of sales was primarily driven by the impact of higher volumes. Gross profit was $2,593.8 in the nine months of 2025, or 35.3% of sales, compared to $2,064.0, or 36.4% of sales in the third quarter of 2024. Margin was slightly down in the first nine months 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 $1,156.2 in the first nine months of 2025, an increase of $143.8, or 14.2% compared to the first nine months of 2024. The increase in SG&A was primarily driven by increased compensation costs. SG&A as a percentage of sales were 15.7% in the first nine months of 2025 compared with 17.9% in the first nine months 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 $187.8 for the first nine months of 2025, which was a $46.4 increase from the first nine months of 2024. The increase was primarily due to a $29.6 increase in restructuring costs and a $15.7 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 nine months of 2024 resulted in a loss of $269.2. 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 September 30, 2025, there were no private warrants outstanding.

Interest Expense

Interest expense, net, was $69.4 in the first nine months of 2025 compared to $119.7 in the first nine months of 2024. The $50.3 decrease is primarily driven by a $23.6 increase in interest income and a $19.8 of reduced interest expense as a result of our Term Loan amendments, which resulted in a reduction to our interest rate margin. 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 $291.5 in the first nine months of 2025 compared to $171.4 in the first nine months of 2024. The $120.1 increase is primarily due to increased business performance and discrete tax expense due to legislative changes effective in the first quarter of 2025, offset by discrete tax benefits for stock compensation and return to provision adjustments. The effective rate in the first nine months 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 discrete tax benefits for stock compensation, changes in deferred tax liabilities and return to provision adjustments. The effective rate in the first nine months of 2024 was primarily influenced by the negative impacts of non-deductible changes in fair value of the warrant liabilities and discrete tax benefits related to stock compensation.

Business Segments

The following is detail of business segment results for the nine months ended September 30, 2025 compared to the nine months ended September 30, 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 11 — Segment Information,” of our Unaudited Condensed Consolidated Financial Statements. Segment net sales are presented excluding intercompany sales.

Americas

Americas net sales were $4,500.0 in the first nine months of 2025, an increase of $1,255.3, or 38.7%, from the first nine months of 2024. The increase in sales was primarily driven by higher sales volumes due to products increasing by $1,140.5 and sales of service & spares increasing by $114.8. Americas net sales were negatively impacted by foreign currency of approximately $10.3.

Operating profit (loss) in the first nine months of 2025 was $1,146.1, an increase of $369.8, or 47.6%, compared with the first nine months of 2024. Margin increased primarily due to the mix of product and service sales in addition to operational leverage.

Asia Pacific

Asia Pacific net sales were $1,527.2 in the first nine months of 2025, an increase of $353.4, or 30.1%, from the first nine months of 2024. The increase in sales were primarily driven by growth in India, partially offset by the negative impact of foreign currency of approximately $10.1. Net sales of products improved by $319.5, and service & spares improved by $33.9.

Operating profit (loss) in the first nine months of 2025 was $173.4, an increase of $66.6, or 62.4%, compared with the first nine months of 2024. Margin increased primarily driven by operational leverage and cost improvement actions.

Europe, Middle East & Africa

Europe, Middle East & Africa net sales of $1,322.7 in the first nine months of 2025, increased by $75.8, or 6.1%, from the first nine months of 2024. Sales were positively impacted by foreign currency by approximately $36.6. Net sales of products increased by $67.3 and services & spares increased by $2.5 compared to the first nine months of 2024.

Operating profit (loss) in the first nine months of 2025 was $266.4, a decrease of $27.8, or 9.4%, compared with the first nine months of 2024. Margin decreased primarily due to the mix of product and service sales and operational inefficiencies.

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, Human Resources, and global product platform development and offering management. Total corporate and other costs were $195.0 and $130.0 in the first nine months of 2025 and 2024, respectively. Total corporate and other costs increased by $65.0 compared to the first nine months of 2024 primarily due a $32.7 increase in restructuring costs, an increase in certain employee related costs and a decrease in the foreign currency loss of $2.9.

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 $131.4 during the first nine months of 2025. We expect to have capital expenditures (including capitalized software) of $225.0 to $275.0 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 6 — Debt” and “Note 13 — 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 7 — Income Taxes” of the Unaudited Condensed Consolidated Financial Statements. We anticipate payments for lease obligations of approximately $75.0 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 September 30, 2025 (the “Notes”), the Term Loan due 2032, with an outstanding principal amount of $2,081.3 as of September 30, 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 September 30, 2025 (the “ABL Revolving Credit Facility” and collectively with the Term Loan, the “Senior Secured Credit Facilities”). Our Term Loan’s maturity was extended from 2027 to 2032 through an amendment which was executed on August 12, 2025.

At September 30, 2025, we had $1,396.0 in cash and cash equivalents and $544.6 in short-term investments, 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 September 30, 2025, Vertiv had $782.8 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 $17.2, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility.

We believe our current cash, cash equivalent, and short-term investment levels, augmented by availability under the ABL Revolving Credit Facility, will provide adequate near-term liquidity for the next 12 months of independent operations, 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

Nine Months Ended September 30, 2025 and 2024

Net Cash provided by (used for) Operating Activities

Net cash provided by operating activities was $1,134.9 in the first nine months of 2025, a $240.8 increase in cash generation compared to the first nine months of 2024. Net income from operations of $887.2 included $356.5 of net non-cash expense items, consisting of depreciation and amortization of $220.3, deferred taxes of $92.2, non-cash stock-based compensation expense of $38.7, and amortization of debt discount and issuance costs of $5.3. Trade working capital utilized $140.7 in the first nine months of 2025 compared to $69.2 provided in the first nine months of 2024.

Net Cash provided by (used for) Investing Activities

Net cash used for investing activities was $892.7 in the first nine months of 2025 compared to net cash used for investing activities of $120.7 in the first nine months of 2024. The increased use of cash over the comparable period was primarily driven by purchases of short-term investments of $539.6 and the acquisition of businesses of $221.7.

Net Cash provided by (used for) Financing Activities

Net cash used for financing activities was $44.3 in the first nine months of 2025 compared to $640.4 used for financing activities in the first nine months of 2024. The decrease in cash used in 2025 was primarily the result of a $599.9 decrease in repurchases of common shares, offset by a $13.5 decrease in employee taxes paid for shares withheld, a $3.0 decrease in exercise of employee stock options, and a $14.5 increase in dividend payments.

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.

There have been no material changes in our quantitative and qualitative market risk disclosures from those described in our 2024 Form 10-K.

Disclosure Controls and Procedures

The Company maintains (a) disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and (b) internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

The Company’s management, with the participation of its Chief Executive Officer and its Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2025 (the end of the period covered by this Quarterly Report on Form 10-Q). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2025, the Company’s 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.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

With the exception of the below, we are not a party to any material, pending legal proceedings or claims at September 30, 2025. From time-to-time, we may be a party to, or otherwise involved in, legal proceedings arising in the normal course of business. The nature of our business ordinarily results in a certain amount of pending as well as threatened claims, litigation, investigations, regulatory and legal and administrative cases, matters and proceedings, all of which are considered incidental to the normal conduct of business. When we determine that we have meritorious defenses to the claims asserted, we vigorously defend ourself. We consider settlement of cases when, in management’s judgment, it is in the best interests of both Vertiv and its shareholders to do so.

On May 3, 2022, a putative securities class action, In re Vertiv Holdings Co Securities Litigation, 22-cv-3572, was filed against Vertiv, certain of the Company’s officers and directors, and other defendants in the Southern District of New York. Plaintiffs filed an amended complaint on September 16, 2022. The amended complaint alleges that certain of the Company’s public statements were materially false and/or misleading with respect to inflationary and supply chain pressures and pricing issues, and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended. These claims are asserted on behalf of a putative class of all persons and entities that (i) purchased Vertiv securities between February 24, 2021 and February 22, 2022; and/or (ii) purchased Vertiv securities in or traceable to the November 4, 2021 secondary public offering by a selling stockholder pursuant to a resale registration statement. On January 31, 2024, the Court issued an order dismissing the claims under Sections 11, 12(a)(2), and 15 of the Securities Act. The motion to dismiss the claims under Sections 10(b) and 20(a) of the Exchange Act remains pending.

On June 9, 2023, two Vertiv shareholders, Matthew Sullivan and Jose Karlo Ocampo Avenido, brought a derivative lawsuit, Sullivan v. Johnson, et al., C.A. No. 2023-0608 (the "Sullivan Action"), against Vertiv (as nominal defendant only) and certain of the Company’s directors and officers in Delaware Court of Chancery for breach of fiduciary duty. Further, on November 19, 2024, another Vertiv shareholder, Laura Hanna, brought a derivative lawsuit, Hanna v. Johnson, et al. (the "Hanna Action"), against Vertiv (as nominal defendant only) and certain of Company’s directors and officers in Delaware Court of Chancery for breach of fiduciary duty. The complaints allege that the named directors and officers caused the Company to issue materially false and/or misleading public statements with respect to inflationary and supply chain pressures and pricing issues, and that the Company suffered damages as a result. The Sullivan Action has been stayed since August 10, 2023 pending the outcome of the motion to dismiss in the securities class action. On February 13, 2025, the Delaware Court of Chancery entered an order that (i) consolidated the Sullivan Action and Hanna Action into a single consolidated derivative lawsuit, In re Vertiv Holdings Co Stockholder Derivative Litigation, Consolidated C.A. No. 2023-0608-NAC (the “Consolidated Derivative Action”), (ii) designated the complaint in the Hanna Action as the operative complaint in the Consolidated Derivative Action, and (iii) stayed the Consolidated Derivative Action on terms identical to those of the existing stay of the Sullivan Action.

We believe we have meritorious defenses against the allegations made in the aforementioned lawsuits, which are at the preliminary stages. However, we are unable at this time to predict the outcome of these matters or the amount of any cost associated with their resolution.

In November 2023, following the filing of the putative securities class action and the Sullivan Action described above, the Company received a subpoena from the U.S. Securities and Exchange Commission (the “SEC”) and a parallel request for documents from the U.S. Attorney’s Office for the Southern District of New York, which relate to the allegations made in those actions. The Company is actively responding to these matters.

In January 2024, the Mexican tax administration service, the Servicio de Administracion Tributaria (the "SAT"), initiated a process to suspend the importer registration of one of the Company's wholly owned Mexico subsidiaries, Tecnología del Pacífico S.A. de C.V. (“TDP”), in connection with a contested customs tax audit for the period April 2016 to February 2018. After further investigation and discussion with SAT, TDP agreed to make payments and fees totaling approximately $10.1 which were paid in the first quarter of 2024. The Company intends to seek reimbursement of this amount as an undue payment from SAT, for which the outcome is currently unknown and no receivable has been established.

We are unable at this time to predict the outcome of these matters, including whether any proceedings may be instituted in connection with the government inquiries, or the amount of any cost associated with their resolution.

As of September 30, 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.

ITEM 1A. RISK FACTORS

The Company's risk factors, as of September 30, 2025, have not materially changed from those described in Part 1, Item 1A of our 2024 Form 10-K for the fiscal year ended December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

A) Recent Sales of Unregistered Securities

None.

B) Use of Proceeds from our Initial Public Offering of Common Stock

Not applicable.

C) Repurchases of Shares or of Company Equity Securities

On November 29, 2023, the Board 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. 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.

As of September 30, 2025, $2.4 billion shares were available for repurchase. During 2025, Vertiv made no share repurchases.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

None.

During the third quarter covered by this Quarterly Report on Form 10-Q, no director or officer of the Company adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.