Item 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

VERTIV HOLDINGS CO

(Dollars in millions except for per share data)

			Three months ended September 30, 2025						Three months ended September 30, 2024						Nine months ended September 30, 2025						Nine months ended September 30, 2024
Net sales
Net sales - products			$	2,214.4					$	1,653.7					$	6,030.1					$	4,479.2
Net sales - services			461.4						419.8						1,319.8						1,186.2
Net sales			2,675.8						2,073.5						7,349.9						5,665.4
Costs and expenses
Cost of sales - products			1,398.4						1,066.3						3,980.8						2,875.6
Cost of sales - services			266.7						250.8						775.3						725.8
Cost of sales			1,665.1						1,317.1						4,756.1						3,601.4
Operating expenses
Selling, general and administrative expenses			414.3						334.6						1,156.2						1,012.4
Amortization of intangibles			48.2						45.3						141.1						137.1
Restructuring costs			30.7						6.3						33.7						4.1
Foreign currency (gain) loss, net			0.9						5.3						5.8						8.7
Other operating expense (income)			(0.1)						(6.7)						7.2						(8.5)
Operating profit (loss)			516.7						371.6						1,249.8						910.2
Interest expense, net			22.8						35.9						69.4						119.7
Loss on extinguishment of debt			1.7						—						1.7						1.1
Change in fair value of warrant liabilities			—						67.2						—						269.2
Income (loss) before income taxes			492.2						268.5						1,178.7						520.2
Income tax expense (benefit)			93.7						91.9						291.5						171.4
Net income (loss)			$	398.5					$	176.6					$	887.2					$	348.8
Earnings (loss) per share:
Basic			$	1.04					$	0.47					$	2.33					$	0.93
Diluted			$	1.02					$	0.46					$	2.27					$	0.90
Weighted-average shares outstanding:
Basic			382,025,408						375,203,364						381,455,627						376,353,335
Diluted			390,928,669						384,316,065						390,257,902						386,106,229

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

VERTIV HOLDINGS CO

(Dollars in millions)

			Three months ended September 30, 2025						Three months ended September 30, 2024						Nine months ended September 30, 2025						Nine months ended September 30, 2024
Net income (loss)			$	398.5					$	176.6					$	887.2					$	348.8
Other comprehensive income (loss), net of tax:
Foreign currency translation			(23.1)						124.9						170.8						64.8
Interest rate swaps			(5.3)						(22.4)						(21.6)						(19.0)
Pension			(0.4)						—						(0.2)						(0.1)
Foreign currency exchange forwards			2.8						(4.3)						19.0						(8.1)
Other comprehensive income (loss), net of tax:			(26.0)						98.2						168.0						37.6
Comprehensive income			$	372.5					$	274.8					$	1,055.2					$	386.4

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

VERTIV HOLDINGS CO

(Dollars in millions)

			September 30, 2025						December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents			$	1,396.0					$	1,227.6
Short-term investments			544.6						—
Accounts receivable, less allowances of $25.3 and $22.4, respectively			2,810.7						2,362.7
Inventories			1,437.1						1,244.4
Other current assets			360.8						267.1
Total current assets			6,549.2						5,101.8
Property, plant and equipment, net			698.0						625.1
Other assets:
Goodwill			1,444.2						1,321.1
Other intangible assets, net			1,507.8						1,487.1
Deferred income taxes			258.5						303.3
Right-of-use assets, net			283.7						202.1
Other			74.9						92.0
Total other assets			3,569.1						3,405.6
Total assets			$	10,816.3					$	9,132.5
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt			$	20.9					$	21.0
Accounts payable			1,718.9						1,316.4
Deferred revenue			1,131.9						1,063.3
Accrued expenses and other liabilities			681.4						612.6
Income taxes			23.7						83.7
Total current liabilities			3,576.8						3,097.0
Long-term debt, net			2,897.6						2,907.2
Deferred income taxes			285.1						240.3
Long-term lease liabilities			231.4						171.4
Other long-term liabilities			316.7						282.3
Total liabilities			7,307.6						6,698.2
Equity
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding			—						—
Common stock, $0.0001 par value, 700,000,000 shares authorized, 382,258,808 and 380,703,974 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively			—						—
Additional paid-in capital			2,883.2						2,821.4
Retained earnings			606.3						(238.3)
Accumulated other comprehensive income (loss)			19.2						(148.8)
Total equity			3,508.7						2,434.3
Total liabilities and equity			$	10,816.3					$	9,132.5

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

VERTIV HOLDINGS CO

(Dollars in millions)

			Nine months ended September 30, 2025						Nine months ended September 30, 2024
Cash flows from operating activities:
Net income (loss)			$	887.2					$	348.8
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Depreciation			70.9						60.7
Amortization			149.4						145.3
Deferred income taxes			92.2						(53.1)
Amortization of debt discount and issuance costs			5.3						5.5
Change in fair value of warrant liabilities			—						269.2
Stock-based compensation			38.7						25.8
Changes in operating working capital			(140.7)						69.2
Other			31.9						22.7
Net cash provided by (used for) operating activities			1,134.9						894.1
Cash flows from investing activities:
Capital expenditures			(126.7)						(106.3)
Investments in capitalized software			(4.7)						(14.4)
Purchase of short-term investments			(539.6)						—
Acquisition of businesses, net of cash acquired			(221.7)						—
Net cash provided by (used for) investing activities			(892.7)						(120.7)
Cash flows from financing activities:
Borrowings from ABL revolving credit facility and short-term borrowings			—						270.0
Repayments of ABL revolving credit facility and short-term borrowings			—						(270.0)
Repayment of long-term debt			(15.7)						(15.9)
Dividend payment			(42.6)						(28.1)
Repurchase of common stock			—						(599.9)
Exercise of employee stock options			22.0						25.0
Employee taxes paid from shares withheld			(8.0)						(21.5)
Net cash provided by (used for) financing activities			(44.3)						(640.4)
Effect of exchange rate changes on cash and cash equivalents			14.1						(4.2)
Increase (decrease) in cash, cash equivalents and restricted cash			212.0						128.8
Beginning cash, cash equivalents and restricted cash			1,232.2						788.6
Ending cash, cash equivalents and restricted cash			$	1,444.2					$	917.4
Changes in operating working capital
Accounts receivable			$	(339.8)					$	(190.4)
Inventories			(143.1)						(364.8)
Other current assets			(40.7)						(47.1)
Accounts payable			362.1						258.9
Deferred revenue			49.4						371.7
Accrued expenses and other liabilities			45.2						17.2
Income taxes			(73.8)						23.7
Total changes in operating working capital			$	(140.7)					$	69.2

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

VERTIV HOLDINGS CO

(Dollars in millions)

						Common Share Capital
						Shares						Amount						Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Total
Balance at December 31, 2024						380,703,974						$	—					$	2,821.4					$	(238.3)					$	(148.8)					$	2,434.3
Net income (loss)						—						—												164.5						—						164.5
Exercise of employee stock options						109,017						—						1.3						—						—						1.3
Stock-based compensation activity, net of shares withheld for tax(1)						169,340						—						4.5						—						—						4.5
Employee 401K match with Vertiv stock						18,813						—						2.4						—						—						2.4
Dividend						—						—						—						(14.2)						—						(14.2)
Other comprehensive income (loss), net of tax						—						—						—						—						73.6						73.6
Balance at March 31, 2025						381,001,144						$	—					$	2,829.6					$	(88.0)					$	(75.2)					$	2,666.4
Net income (loss)						—						—												324.2						—						324.2
Exercise of employee stock options						733,437						—						11.7						—						—						11.7
Stock-based compensation activity, net of shares withheld for tax(2)						7,784						—						13.0						—						—						13.0
Employee 401K match with Vertiv stock						61,463						—						3.9						—						—						3.9
Dividend						—						—						—						(14.2)						—						(14.2)
Other comprehensive income (loss), net of tax						—						—						—						—						120.4						120.4
Balance at June 30, 2025						381,803,828						$	—					$	2,858.2					$	222.0					$	45.2					$	3,125.4
Net income (loss)						—						—						—						398.5						—						398.5
Exercise of employee stock options						415,849						—						9.0						—						—						9.0
Stock-based compensation activity, net of shares withheld for tax(3)						16,106						—						13.2						—						—						13.2
Employee 401K match with Vertiv stock						23,025						—						2.8						—						—						2.8
Dividend						—						—						—						(14.2)						—						(14.2)
Other comprehensive income (loss), net of tax						—						—						—						—						(26.0)						(26.0)
Balance at September 30, 2025						382,258,808						$	—					$	2,883.2					$	606.3					$	19.2					$	3,508.7

(1)Net stock compensation activity includes 239,098 vested shares offset by 69,758 shares withheld for taxes valued at $6.7 and stock-based compensation of $11.2.

(2)Net stock compensation activity includes 12,562 vested shares offset by 4,778 shares withheld for taxes valued at $0.3 and stock-based compensation of $13.3.

(3)Net stock compensation activity includes 24,519 vested shares offset by 8,413 shares withheld for taxes valued at $1.0 and stock-based compensation of $14.2.

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

VERTIV HOLDINGS CO

(Dollars in millions)

						Common Share Capital												Treasury Share Capital
						Shares						Amount						Treasury Stock						Amount						Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Total
Balance at December 31, 2023						381,788,876						$	—					—						$	—					$	2,711.3					$	(691.9)					$	(4.5)					$	2,014.9
Net income (loss)						—						—						—						—						—						(5.9)						—						(5.9)
Exercise of employee stock options						1,109,113						—						—						—						14.4						—						—						14.4
Stock-based compensation activity, net of withholding for tax(1)						102,833						—						—						—						17.3						—						—						17.3
Employee 401K match with Vertiv stock						44,968						—						—						—						2.2						—						—						2.2
Dividend						—						—						—						—						—						(9.3)						—						(9.3)
Repurchase of common stock						(9,076,444)						—						9,076,444						(605.9)						—						—						—						(605.9)
Other comprehensive income (loss), net of tax						—						—						—						—						—						—						(34.3)						(34.3)
Balance at March 31, 2024						373,969,346						$	—					9,076,444						$	(605.9)					$	2,745.2					$	(707.1)					$	(38.8)					$	1,393.4
Net income (loss)						—						—						—						—						—						178.1						—						178.1
Exercise of employee stock options						693,261						—						—						—						9.2						—						—						9.2
Stock-based compensation, net of shares withheld for tax(2)						412,459						—						—						—						(10.7)						—						—						(10.7)
Employee 401K match with Vertiv stock						38,061						—						—						—						3.2						—						—						3.2
Dividend						—						—						—						—						—						(9.4)						—						(9.4)
Retirement of treasury stock						—						—						(9,076,444)						605.9						(605.9)						—						—						—
Other comprehensive income (loss), net of tax						—						—						—						—						—						—						(26.3)						(26.3)
Balance at June 30, 2024						375,113,127						$	—					—						$	—					$	2,141.0					$	(538.4)					$	(65.1)					$	1,537.5
Net income (loss)						—						—						—						—						—						176.6						—						176.6
Exercise of employee stock options						100,303						—						—						—						1.4						—						—						1.4
Stock-based compensation, net of shares withheld for tax(3)						10,299						—						—						—						7.0						—						—						7.0
Employee 401K match with Vertiv stock						26,024						—						—						—						2.4						—						—						2.4
Dividend						—						—						—						—						—						(9.4)						—						(9.4)
Other comprehensive income (loss), net of tax						—						—						—						—						—						—						98.2						98.2
Balance at September 30, 2024						375,249,753						$	—					—						$	—					$	2,151.8					$	(371.2)					$	33.1					$	1,813.7

(1)Net stock compensation activity includes 146,095 vested shares offset by 43,262 shares withheld for taxes valued at $3.0, stock-based compensation of $9.2, and employee incentive compensation of $11.1 awarded in fully vested shares.

(2)Net stock compensation activity includes 606,060 vested shares offset by 193,601 shares withheld for taxes valued at $18.1, stock-based compensation of $8.5, and forfeitures in employee incentive compensation of $1.1.

(3)Net stock compensation activity includes 15,583 vested shares offset by 5,284 shares withheld for taxes valued at $0.4, stock-based compensation of $8.1 and forfeitures in employee incentive compensation of $0.7.

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

Vertiv Holdings Co

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in millions, except per share amounts)

(1) DESCRIPTION OF BUSINESS

Vertiv Holdings Co (“Holdings Co”, and together with its majority-owned subsidiaries, “Vertiv”, “we”, “our”, or “the Company”), formerly known as GS Acquisition Holdings Corp (“GSAH”), provides mission-critical digital infrastructure technologies and life cycle services primarily for data centers, communication networks, and commercial and industrial environments. Vertiv’s offerings include AC and DC power management products, switchgear and busbar products, thermal management products, integrated rack systems, modular solutions, management systems for monitoring and controlling digital infrastructure, and service. Vertiv manages and reports results of operations for three business segments: Americas; Asia Pacific; and Europe, Middle East & Africa.

(2) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States ("U.S.") and the rules and regulations of the Securities and Exchange Commission (“SEC”) and include the accounts of the Company and its subsidiaries in which the Company has a controlling interest. These unaudited condensed consolidated interim financial statements do not include all of the information and footnotes required for complete financial statements. In management’s opinion, these financial statements reflect all adjustments of a normal, recurring nature necessary for a fair presentation of the results for the interim periods presented. The presentation of certain prior period amounts have been reclassed to conform with current year presentation.

The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates. Results for these interim periods are not necessarily indicative of results to be expected for the full year due to, among other reasons, the continued uncertainty of general economic conditions that have impacted, and may continue to impact, the Company's sales channels, supply chain, manufacturing operations, workforce, or other key aspects of the Company’s operations.

The notes included herein should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 18, 2025.

Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07: Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures. This ASU provides amendments by requiring disclosure of incremental segment information on an annual and interim basis. The amendments are effective in fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company has expanded our current segment information in accordance with this standard, refer to "Note 11 - Segment Information".

In December 2023, the FASB issued ASU 2023-09: Income Taxes (Topic 740) Improvements to Income Tax Disclosures. This ASU provides amendments that require entities to annually disclose specific rate reconciliation categories, additional details for significant reconciling items exceeding 5%, and comprehensive breakdowns of income taxes paid by jurisdiction. The amendments are effective in fiscal years beginning after December 15, 2024. The Company does not expect the adoption to have a material impact on its Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU provides amendments that require entities to disclose additional information about specific expense categories in the notes to the financial statements on an annual and interim basis. The amendments are effective in fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company does not expect the adoption to have a material impact on its Consolidated Financial Statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides amendments that provide all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The amendments are effective in fiscal years beginning after December 15, 2025, and interim reporting periods within those fiscal years. The Company does not expect the adoption to have a material impact on its Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill & Other—Internal-use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU provides amendments that remove all references to prescriptive and sequential software development stages, and require entities to start capitalizing software costs when both of the following occur: 1) management has authorized and committed to funding the software project, and 2) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments are effective fiscal years beginning after December 15, 2027 and for interim reporting within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adoption of this guidance on its Consolidated Financial Statements.

(3) ACQUISITION

On July 17, 2025, the Company entered into a sale and purchase agreement to acquire Great Lakes Data Racks & Cabinets family of companies ("Great Lakes"). The transaction closed on August 20, 2025 ("Acquisition"). Great Lake's portfolio includes standard and custom racks, integrated cabinets, seismic cabinets, and enhanced cable management access options for both retrofit and greenfield applications. Total consideration transferred was $203.5. The preliminary valuation of the assets acquired include $107.6 of finite-lived identifiable intangible assets, $31.8 of all other net assets acquired consisting primarily of accounts receivable and inventory, and $64.1 of tax-deductible goodwill. Goodwill was allocated to the America's segment. Identifiable intangible assets have initial useful lives of 5 to 10 years and include customer relationships, developed technology, and trademarks. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that the asset will generate over the remaining useful life discounted to present value using an appropriate discount rate. The Company is still in the process of finalizing the valuation estimates to determine the final purchase price allocation including the final working capital adjustments and amounts allocated to intangible assets.

(4) REVENUE

The Company recognizes revenue from the sale of manufactured products and services when control of promised goods or services are transferred to customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services.

Disaggregation of Revenues

The following table disaggregates revenue by business segment, product and service offering and timing of transfer of control:

			Three months ended September 30, 2025
			Americas						Asia Pacific						Europe, Middle East, & Africa						Total
Sales by Product and Service Offering:
Products			$	1,426.6					$	392.7					$	348.3					$	2,167.6
Services & spares			285.8						127.1						95.3						508.2
Total			$	1,712.4					$	519.8					$	443.6					$	2,675.8
Timing of Revenue Recognition:
Products and services transferred at a point in time			$	1,456.9					$	394.4					$	327.2					$	2,178.5
Products and services transferred over time			255.5						125.4						116.4						497.3
Total			$	1,712.4					$	519.8					$	443.6					$	2,675.8

			Three months ended September 30, 2024
			Americas						Asia Pacific						Europe, Middle East, & Africa						Total
Sales by Product and Service Offering:
Products			$	957.0					$	313.9					$	344.7					$	1,615.6
Services & spares			241.6						118.5						97.8						457.9
Total			$	1,198.6					$	432.4					$	442.5					$	2,073.5
Timing of Revenue Recognition:
Products and services transferred at a point in time			$	893.7					$	311.9					$	247.5					$	1,453.1
Products and services transferred over time			304.9						120.5						195.0						620.4
Total			$	1,198.6					$	432.4					$	442.5					$	2,073.5

			Nine months ended September 30, 2025
			Americas						Asia Pacific						Europe, Middle East, & Africa						Total
Sales by Product and Service Offering:
Products			$	3,705.7					$	1,150.5					$	1,041.4					$	5,897.6
Services & spares			794.3						376.7						281.3						1,452.3
Total			$	4,500.0					$	1,527.2					$	1,322.7					$	7,349.9
Timing of Revenue Recognition:
Products and services transferred at a point in time			$	3,787.0					$	1,155.7					$	968.6					$	5,911.3
Products and services transferred over time			713.0						371.5						354.1						1,438.6
Total			$	4,500.0					$	1,527.2					$	1,322.7					$	7,349.9

			Nine months ended September 30, 2024
			Americas						Asia Pacific						Europe, Middle East, & Africa						Total
Sales by Product and Service Offering:
Products			$	2,565.2					$	831.0					$	974.1					$	4,370.3
Services & spares			679.5						342.8						272.8						1,295.1
Total			$	3,244.7					$	1,173.8					$	1,246.9					$	5,665.4
Timing of Revenue Recognition:
Products and services transferred at a point in time			$	2,448.0					$	825.1					$	692.4					$	3,965.5
Products and services transferred over time			796.7						348.7						554.5						1,699.9
Total			$	3,244.7					$	1,173.8					$	1,246.9					$	5,665.4

The opening and closing balances of current and long-term deferred revenue as of September 30, 2025 and December 31, 2024 were as follows:

			Balances at September 30, 2025						Balances at December 31, 2024
Deferred revenue - current			$	1,131.9					$	1,063.3
Deferred revenue - noncurrent(1)			106.2						91.3

(1) Noncurrent deferred revenue is recorded within “Other long-term liabilities” on the Unaudited Condensed Consolidated Balance Sheets.

The amount of deferred revenue - current recognized for the three and nine months ended September 30, 2025 was $172.1 and $736.6. Deferred revenue - noncurrent consists primarily of maintenance, extended warranty and other service contracts. The Company expects to recognize noncurrent deferred revenue of $55.3, $28.0 and $22.9 in the next 13 to 24 months, the next 25 to 36 months, and thereafter, respectively.

(5) RESTRUCTURING COSTS

Restructuring costs include expenses associated with the Company’s efforts to continually improve operational efficiency and reposition its assets to remain competitive on a worldwide basis. Plant closing and other costs include lease and contract termination costs of moving fixed assets, employee training, relocation, and facility costs. These costs are recorded in "Restructuring costs" on the Unaudited Condensed Consolidated Statement of Earnings (Loss).

Restructuring expense by business segment were as follows:

			Three months ended September 30, 2025						Three months ended September 30, 2024(1)						Nine months ended September 30, 2025						Nine months ended September 30, 2024(1)
Americas			$	—					$	(6.1)					$	0.7					$	(5.8)
Asia Pacific			—						—						0.9						(2.1)
Europe, Middle East & Africa			—						12.8						0.9						13.5
Corporate			30.7						(0.4)						31.2						(1.5)
Total			$	30.7					$	6.3					$	33.7					$	4.1

(1) During the three and nine months ended September 30, 2024 restructuring reserves were adjusted due to new restructuring activities in Europe, Middle East & Africa and slightly offset by a change in restructuring plans previously recorded in Americas.

The Company has an on-going multi-year restructuring program in place to align its cost structure to support margin expansion targets. The program includes workforce reductions and footprint optimization across all segments. During the three months ended September 30, 2025 the Company initiated an additional global restructuring program to streamline operations, optimize our cost structure and improve operational efficiencies. This program was initiated at the global level, and as such, these costs are captured within the Corporate category above. The current liability and non-current liability for estimated restructuring costs is recorded in "Accrued expenses and other liabilities” and "Other long-term liabilities", respectively, on the Unaudited Condensed Consolidated Balance Sheets. As of September 30, 2024, the non-current liability for estimated restructuring costs decreased by $6.5 due to a change in restructuring plans.

The change in the current liability for the restructuring costs during the nine months ended September 30, 2025 were as follows:

			December 31, 2024						Paid/Utilized						Expense						September 30, 2025
Severance and benefits			$	10.3					$	(8.7)					$	32.4					$	34.0
Plant closing and other			0.1						(2.5)						1.3						(1.1)
Total			$	10.4					$	(11.2)					$	33.7					$	32.9

The change in the current liability for the restructuring costs during the nine months ended September 30, 2024 were as follows:

			December 31, 2023						Paid/Utilized						Expense						September 30, 2024
Severance and benefits			$	25.1					$	(10.3)					$	(2.7)					$	12.1
Plant closing and other			0.1						(13.2)						13.2						0.1
Total			$	25.2					$	(23.5)					$	10.5					$	12.2

(6) DEBT

Long-term debt, net, consisted of the following as of September 30, 2025 and December 31, 2024:

			September 30, 2025						December 31, 2024
Term Loan due 2032 at 6.03% and 6.19% at September 30, 2025 and December 31, 2024, respectively			$	2,081.3					$	2,097.0
Senior Secured Notes due 2028 at 4.125% at both September 30, 2025 and December 31, 2024			850.0						850.0
Unamortized discount and issuance costs			(12.8)						(18.8)
			2,918.5						2,928.2
Less: current portion			(20.9)						(21.0)
Total long-term debt, net of current portion			$	2,897.6					$	2,907.2

Term Loan Amendment

On August 12, 2025, Vertiv Group Corporation (the "Borrower"), a wholly-owned subsidiary of the Company, certain subsidiaries of the Borrower, the Term Loan lenders and Citibank, N.A., as administrative agent, entered into an amendment to the Term Loan credit facility, which, among other things, (i) extended the maturity of the Term Loan by creating a new single 7-year term loan tranche with a maturity date of August 12, 2032 and (ii) increased the size of the debt basket for the ABL Revolving Credit Facility. All other material provisions of the Credit Agreement remain materially unchanged, including but not limited to the pricing. The Company recognized a loss on the extinguishment of debt of $1.7 related to the extension for the three and nine months ended September 30, 2025.

ABL Revolving Credit Facility

At September 30, 2025, Vertiv Group Corporation (the "Borrower"), a wholly-owned subsidiary of the Company, and certain subsidiaries of the Borrower (the “Co-Borrowers”) had $782.8 of availability under the Asset Based Revolving Credit Facility, due 2029 (the “ABL Revolving Credit Facility”) (subject to customary conditions, and subject to separate sublimits for letters of credit, swingline borrowings and borrowings made to certain non-U.S. Co-Borrowers), 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. At both September 30, 2025 and December 31, 2024, there was no outstanding balance on the ABL Revolving Credit Facility.

(7) INCOME TAXES

The Company’s effective tax rate was 19.0%, 24.7%, 34.2% and 32.9% for the three and nine months ended September 30, 2025 and 2024, respectively. The effective tax rate in the three months ended September 30, 2025 was primarily influenced by discrete tax benefits related to stock compensation and return to provision adjustments. The effective tax rate in the nine months ended September 30, 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 related to changes in deferred tax liabilities, stock compensation and return to provision adjustments. The effective rate for the comparative three and nine months ended September 30, 2024 was primarily influenced by the negative impacts of non-deductible changes in the fair value of the warrant liabilities, and discrete tax benefits related to stock compensation activity in the respective periods.

The Company provided U.S. federal income taxes and foreign withholding taxes on all temporary differences attributed to basis differences in foreign subsidiaries that are not considered indefinitely reinvested. As of September 30, 2025, the Company has certain earnings of certain foreign affiliates that continue to be indefinitely reinvested, but it was not practicable to estimate the associated deferred tax liability, due to interaction with other tax laws and regulations in the year of inclusion.

(8) OTHER FINANCIAL INFORMATION

			September 30, 2025						December 31, 2024
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents			$	1,396.0					$	1,227.6
Restricted cash included in other current assets(1)			48.2						4.6
Total cash, cash equivalents, and restricted cash			$	1,444.2					$	1,232.2

(1) Restricted cash primarily relates to funds held in escrow related to the Acquisition. Refer to "Note 3 - Acquisition" for additional information.

			September 30, 2025						December 31, 2024
Inventories
Finished products			$	553.0					$	400.8
Raw materials			669.2						564.7
Work in process			214.9						278.9
Total inventories			$	1,437.1					$	1,244.4

			September 30, 2025						December 31, 2024
Property, plant and equipment, net(1)
Machinery and equipment			$	693.7					$	570.1
Buildings			398.1						362.1
Land			41.6						39.4
Construction in progress			95.1						87.5
Property, plant and equipment, at cost			1,228.5						1,059.1
Less: Accumulated depreciation			(530.5)						(434.0)
Property, plant and equipment, net			$	698.0					$	625.1

(1) Property, plant and equipment, net in the United States was $163.0 and $148.8 as of September 30, 2025 and December 31, 2024, respectively.

			September 30, 2025						December 31, 2024
Accrued expenses and other liabilities
Accrued payroll and other employee compensation			$	167.3					$	147.8
Restructuring (see Note 5)			32.9						10.4
Operating lease liabilities			64.0						45.7
Product warranty			35.1						27.5
Other			382.1						381.2
Total			$	681.4					$	612.6

			Nine months ended September 30, 2025						Nine months ended September 30, 2024
Change in product warranty accrual
Balance at the beginning of the period			$	27.5					$	26.1
Provision charge to expense			24.7						18.8
Paid/utilized			(17.1)						(17.6)
Balance at the end of the period			$	35.1					$	27.3

(9) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

In accordance with Accounting Standards Codification ("ASC") 820, the Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. These tiers include the following:

Level 1 — inputs include observable unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 — inputs include other than quoted prices in active markets that are either directly or indirectly observable

Level 3 — inputs include unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions

In determining fair value, the Company uses various valuation techniques and prioritizes the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the instrument. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management judgment. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment.

Recurring fair value measurements

A summary of the Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows:

						As of September 30, 2025
			Balance Sheet Location			Total						Quoted prices in active markets for identical assets (Level 1)						Other observable inputs (Level 2)						Unobservable inputs (Level 3)
Assets:
Cash			Cash and cash equivalents			$	1,396.0					$	1,396.0					$	—					$	—
Interest rate swaps			Other current assets			25.7						—						25.7						—
Foreign currency exchange forwards			Other current assets			8.4						—						8.4						—
Economic hedges			Other current assets			8.5						—						8.5						—
Interest rate swaps			Other noncurrent assets			9.8						—						9.8						—
Total assets						$	1,448.4					$	1,396.0					$	52.4					$	—

									As of December 31, 2024
			Balance Sheet Location						Total						Quoted prices in active markets for identical assets (Level 1)						Other observable inputs (Level 2)						Unobservable inputs (Level 3)
Assets:
Cash			Cash and cash equivalents						$	1,227.6					$	1,227.6					$	—					$	—
Interest rate swaps			Other current assets						30.3						—						30.3						—
Economic hedges			Other current assets						9.8						—						9.8						—
Interest rate swaps			Other noncurrent assets						33.3						—						33.3						—
Total assets									$	1,301.0					$	1,227.6					$	73.4					$	—
Liabilities:
Foreign currency exchange forwards			Accrued expenses and other liabilities						$	8.8					$	—					$	8.8					$	—
Total liabilities									$	8.8					$	—					$	8.8					$	—

Interest rate swaps — From time to time the Company may enter into derivative financial instruments designed to hedge the variability in interest expense on floating rate debt. Derivatives are recognized as assets or liabilities in the Unaudited Condensed Consolidated Balance Sheets at their fair value. When the derivative instrument qualifies as a cash flow hedge changes in the fair value are deferred through other comprehensive income depending on the effectiveness of the instrument.

The Company uses interest rate swaps to manage the interest rate risk of the Company’s total debt portfolio and related overall cost of borrowing. At both September 30, 2025 and December 31, 2024, interest rate swap agreements designated as cash flow hedges effectively swapped a notional amount of $1,000.0 of SOFR-based floating rate debt for fixed rate debt. The Company’s interest rate swaps mature in March 2027. During the three and nine months ended September 30, 2025, and 2024 the Company recognized $8.3, $24.7, $10.8, and $32.2 respectively, within “Interest expense, net” on the Unaudited Condensed Consolidated Statements of Earnings (Loss). At September 30, 2025, the Company expects approximately $25.7 of pre-tax net gains on cash flow hedges will be reclassified from accumulated other comprehensive income (loss) into earnings during the next twelve months.

The interest rate swaps are valued using the SOFR yield curves at the reporting date and are classified in Level 2. Counterparties to these contracts are highly rated financial institutions. The fair values of the Company’s interest rate swaps are adjusted for nonperformance risk and creditworthiness of the counterparty through the Company’s credit valuation adjustment (“CVA”). The CVA is calculated at the counterparty level utilizing the fair value exposure at each payment date and applying a weighted probability of the appropriate survival and marginal default percentages.

Foreign currency exchange forwards - The Company may enter into derivative financial instruments designed to hedge the exposure to changes in foreign currency exchange rates. Derivatives are recognized as assets or liabilities in the Unaudited Condensed Consolidated Balance Sheets at their fair value. The duration of the derivatives are generally less than one year. The Company values foreign currency exchange swaps using broker quotations or market transactions on the listed or over-the-counter market; as such, these derivative instruments are classified in Level 2. When the derivative instrument qualifies as a cash flow hedge changes in the fair value are deferred through other comprehensive income depending on the effectiveness of the instrument. The Company reclassifies the gain or loss associated with the cash flow hedges into earnings when the underlying exposure is recognized. At September 30, 2025 and December 31, 2024, we had derivative instruments which hedge our exposure to certain foreign currency exchange rates with a notional amount of $200.4 and $129.0, respectively. For the three and nine months ended September 30, 2025 there were realized gains of $1.4 and losses of $4.5 associated with the foreign currency exchange swaps within "Cost of sales - products" on the Unaudited Condensed Consolidated Statements of Earnings (Loss). For the three and nine months ended September 30, 2024 there were $1.4 and $0.8 realized losses associated with the foreign currency exchange swaps.

Economic hedges - At September 30, 2025 and December 31, 2024 we had derivative instruments which hedge our purchases of aluminum at 10,950.0 and 10,730.0 metric tons, respectively, and copper with notional amounts of 10,208.7 and 7,330.0 metric tons, respectively. The Company values these instruments using broker quotations, market transactions or option pricing model based on observable market inputs, as such, these derivative instruments are classified in Level 2. These derivative instruments were treated as economic hedges and for the three and nine months ended September 30, 2025 and 2024 the Company recognized mark-to-market losses of $0.4 and $8.2, and gains of $3.3 and $6.4, respectively, within "Other operating expense (income)" on the Unaudited Condensed Consolidated Statement of Earnings (Loss).

Private warrants — On December 6, 2024, Cote SPAC I LLC exercised its remaining 5,266,667 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. Prior to exercise, the fair value of the private warrants were considered a Level 2 valuation and were determined using the Black-Sholes-Merton valuation model. The Company recognized a loss of $67.2 and $269.2 for the three and nine months ended September 30, 2024, respectively, in "Change in the fair value of warrant liabilities" on the Unaudited Condensed Consolidated Statement of Earnings (Loss) associated with the mark-to-market adjustment on the 5,266,667 previously outstanding private warrants. As of September 30, 2025, there were no outstanding private warrants.

Net investment hedge — From time to time the Company designates certain intercompany debt to hedge a portion of its investment in foreign subsidiaries and affiliates. The net impact of translation adjustments from these hedges was $(0.6), $(1.5), $(2.8), and $2.5 for the three and nine months ended September 30, 2025 and 2024, respectively, and is included in “Foreign currency translation” in the Unaudited Condensed Consolidated Statement of Other Comprehensive Income (Loss). As of September 30, 2025 and December 31, 2024, $49.4 and $24.0, respectively, of the Company’s intercompany debt was designated to hedge investments in certain foreign subsidiaries and affiliates.

Other fair value measurements

The Company determines the fair value of debt using Level 2 inputs based on quoted market prices. The following table presents the estimated fair value and carrying value of long-term debt, including the current portion of long-term debt as of September 30, 2025 and December 31, 2024.

			September 30, 2025												December 31, 2024
			Fair Value						Par Value(1)						Fair Value						Par Value(1)
Term Loan due 2032			$	2,083.9					$	2,081.3					$	2,097.0					$	2,097.0
Senior Secured Notes due 2028			830.8						850.0						802.4						850.0

(1)See “Note 6 — Debt” 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 September 30, 2025, the Company recorded "Short-term investments" on the Condensed Consolidated Balance Sheets at amortized cost of $544.6. At September 30, 2025, the short-term investments had a fair value of $544.9. The Company values these investments by reference to quoted prices of similar assets in active markets, adjusted for any terms specific to that asset, which are classified within level 2.The Company held no short-term investments at December 31, 2024.

(10) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Activity in accumulated other comprehensive income (loss) is as follows:

			Three months ended September 30, 2025						Three months ended September 30, 2024						Nine months ended September 30, 2025						Nine months ended September 30, 2024
Foreign currency translation, beginning			$	(10.0)					$	(149.9)					$	(203.9)					$	(89.8)
Other comprehensive income (loss)(1)			(23.1)						124.9						170.8						64.8
Foreign currency translation, ending			(33.1)						(25.0)						(33.1)						(25.0)
Interest rate swaps, beginning			58.3						91.1						74.6						87.7
Unrealized gain (loss) deferred during the period(2)(3)			(5.3)						(22.4)						(21.6)						(19.0)
Interest rate swaps, ending			53.0						68.7						53.0						68.7
Pension, beginning			(6.7)						(2.5)						(6.9)						(2.4)
Actuarial gain (losses) recognized during the period, net of income taxes			(0.4)						—						(0.2)						(0.1)
Pension, ending			(7.1)						(2.5)						(7.1)						(2.5)
Foreign currency exchange forwards, beginning			3.6						(3.8)						(12.6)						—
Unrealized gains deferred during the period(4)			2.8						(4.3)						19.0						(8.1)
Foreign currency exchange forwards, ending			6.4						(8.1)						6.4						(8.1)
Accumulated other comprehensive income (loss)			$	19.2					$	33.1					$	19.2					$	33.1

(1)For the three and nine months ended September 30, 2025 and 2024 foreign currency translation included tax effects of $2.0, $2.3, $1.3 and $0.0, respectively.

(2)For the three and nine months ended September 30, 2025 and 2024, $8.3, $24.7, $10.8, and $32.2 respectively, were reclassified into earnings.

(3)For the three and nine months ended September 30, 2025 and 2024 interest rate swaps included tax effects of $1.8, $6.7, $7.1, and $6.1 respectively.

(4)For the three and nine months ended September 30, 2025 and 2024 foreign currency exchange forwards included tax effects of $0.8, $5.7, $2.4, and $1.2 respectively.

(11) SEGMENT INFORMATION

Operating profit (loss) is the primary income measure used by the chief operating decision maker ("CODM") to assess segment performance and make operating decisions. Segment performance is assessed exclusive of Corporate and other costs, foreign currency gain (loss), and amortization of intangibles. Corporate and other costs primarily include headquarter management costs, asset impairments, and costs that support centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, Legal, Human Resources, global platform development and offering management, and global restructuring programs.

The Company determines its reportable segments based on how operations are managed internally for the products and services sold to customers, including how the results are reviewed by the CODM, which includes determining resource allocation methodologies used for reportable segments. Summarized information about the Company’s results of operations by reportable segment and product and service offering follows:

Americas includes products and services sold for applications within the data center, communication networks and commercial and industrial markets in North America and Latin America. This segment’s principal product and service offerings include:

• Products include AC and DC power management, thermal management, low/medium voltage switchgear, busbar, integrated modular solutions, racks, single phase UPS, rack power distribution, rack thermal systems, configurable integrated solutions, energy storage solutions, hardware, and software for managing I.T. equipment.

• Services & spares** include preventative maintenance, acceptance testing, engineering and consulting, performance assessments, remote monitoring, training, spare parts, and critical digital infrastructure software.

Asia Pacific includes products and services sold for applications within the data center, communication networks and commercial and industrial markets throughout Greater China, India, and Asia. Products and services offered are similar to the Americas segment.

Europe, Middle East & Africa includes products and services sold for applications within the data center, communication networks and commercial and industrial markets in Europe, Middle East & Africa. Products and services offered are similar to the Americas segment.

Reportable Business Segments

			Three months ended September 30, 2025
			Americas						Asia Pacific						Europe, Middle East & Africa						Total
Sales			$	1,724.0					$	597.7					$	595.3					$	2,917.0
Intersegment sales			11.6						77.9						151.7						241.2
Net Sales			1,712.4						519.8						443.6						2,675.8
Significant segment expenses
Cost of sales(1)			1,006.0						364.0						283.4						1,653.4
Marketing, sales and service costs			89.7						33.5						24.2						147.4
Engineering, research and development costs			54.3						29.1						26.9						110.3
Information technology costs			21.7						14.7						9.1						45.5
Other segment items(2)			38.9						10.0						16.5						65.4
Operating profit (loss)			501.8						68.5						83.5						653.8
Foreign currency gain (loss)																					(0.9)
Corporate																					(88.0)
Total corporate and other																					(88.9)
Amortization of intangibles																					(48.2)
Operating profit (loss)																					516.7

(1) Cost of sales exclusive of engineering, research and development costs.

(2) Other segment expenses mostly consist of general and administrative expenses such as Finance, Human Resources, Treasury and Legal costs.

			Three months ended September 30, 2024
			Americas						Asia Pacific						Europe, Middle East & Africa						Total
Sales			$	1,210.0					$	479.9					$	597.0					$	2,286.9
Intersegment sales			11.4						47.5						154.5						213.4
Net Sales			1,198.6						432.4						442.5						2,073.5
Significant segment expenses
Cost of sales(1)			740.5						305.7						260.0						1,306.2
Marketing, sales and service costs			78.9						31.7						24.5						135.1
Engineering, research and development costs			49.2						24.9						20.4						94.5
Information technology costs			21.0						13.6						8.2						42.8
Restructuring costs			(6.1)						—						12.8						6.7
Other segment items(2)			11.7						12.4						2.2						26.3
Operating profit (loss)			303.4						44.1						114.4						461.9
Foreign currency gain (loss)																					(5.3)
Corporate																					(39.7)
Total corporate and other																					(45.0)
Amortization of intangibles																					(45.3)
Operating profit (loss)																					$	371.6

(1) Cost of sales exclusive of engineering, research and development costs.

(2) Other segment expenses mostly consist of general and administrative expenses such as Finance, Human Resources, Treasury and Legal costs.

			Nine months ended September 30, 2025
			Americas						Asia Pacific						Europe, Middle East & Africa						Total
Sales			$	4,531.1					$	1,699.3					$	1,738.8					$	7,969.2
Intersegment sales			31.1						172.1						416.1						619.3
Net Sales			4,500.0						1,527.2						1,322.7						7,349.9
Significant segment expenses
Cost of sales(1)			2,789.2						1,102.5						830.3						4,722.0
Marketing, sales and service costs			243.7						97.0						71.0						411.7
Engineering, research and development costs			159.9						83.1						77.0						320.0
Information technology costs			64.2						43.5						26.9						134.6
Restructuring costs			0.7						0.9						0.9						2.5
Other segment items(2)			96.2						26.8						50.2						173.2
Operating profit (loss)			1,146.1						173.4						266.4						1,585.9
Foreign currency gain (loss)																					(5.8)
Corporate																					(189.2)
Total corporate and other																					(195.0)
Amortization of intangibles																					(141.1)
Operating profit (loss)																					1,249.8

(1) Cost of sales exclusive of engineering, research and development costs.

(2) Other segment expenses mostly consist of general and administrative expenses such as Finance, Human Resources, Treasury and Legal costs.

			Nine months ended September 30, 2024
			Americas						Asia Pacific						Europe, Middle East & Africa						Total
Sales			$	3,270.2					$	1,288.4					$	1,629.7					$	6,188.3
Intersegment sales			25.5						114.6						382.8						522.9
Net Sales			3,244.7						1,173.8						1,246.9						5,665.4
Significant segment expenses
Cost of sales(1)			1,985.1						828.8						755.0						3,568.9
Marketing, sales and service costs			232.9						89.6						71.4						393.9
Engineering, research and development costs			138.3						70.9						60.8						270.0
Information technology costs			58.9						42.3						24.8						126.0
Restructuring costs			(5.8)						(2.1)						13.5						5.6
Other segment items(2)			59.0						37.5						27.2						123.7
Operating profit (loss)			776.3						106.8						294.2						1,177.3
Foreign currency gain (loss)																					(8.7)
Corporate																					(121.3)
Total corporate and other																					(130.0)
Amortization of intangibles																					(137.1)
Operating profit (loss)																					$	910.2

(1) Cost of sales exclusive of engineering, research and development costs.

(2) Other segment expenses mostly consist of general and administrative expenses such as Finance, Human Resources, Treasury and Legal costs.

Total Assets			September 30, 2025						December 31, 2024
Americas			$	4,383.3					$	3,728.9
Asia Pacific			1,785.3						1,631.6
Europe, Middle East & Africa			2,940.5						2,654.8
			9,109.1						8,015.3
Corporate and other			1,707.2						1,117.2
Total			10,816.3						$	9,132.5

Depreciation and Amortization			Three months ended September 30, 2025						Three months ended September 30, 2024						Nine months ended September 30, 2025						Nine months ended September 30, 2024
Americas			$	34.4					$	31.5					$	100.1					$	93.6
Asia Pacific			9.4						8.6						27.6						25.6
Europe, Middle East & Africa			22.5						20.4						65.6						62.6
Corporate and other			9.1						8.4						27.0						24.2
Total			$	75.4					$	68.9					$	220.3					$	206.0

Capital Expenditures			Three months ended September 30, 2025						Three months ended September 30, 2024						Nine months ended September 30, 2025						Nine months ended September 30, 2024
Americas			$	21.0					$	17.2					$	59.1					$	46.0
Asia Pacific			7.8						7.3						28.7						28.8
Europe, Middle East & Africa			16.2						11.2						32.3						29.7
Corporate and other			0.2						0.7						6.6						1.8
Total			$	45.2					$	36.4					$	126.7					$	106.3

(12) EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) adjusted for the gain on fair value of warrant liability, if the warrants are in-the-money and the impact is dilutive, by the weighted-average number of common shares outstanding during the period increased by the number of additional shares that would have been outstanding related to potentially dilutive equity-based compensation and warrants.

The details of the earnings per share calculations for the three and nine months ended September 30, 2025 and 2024 are as follows:

(In millions, except share and per share amounts)			Three months ended September 30, 2025						Three months ended September 30, 2024						Nine months ended September 30, 2025						Nine months ended September 30, 2024
Net income (loss)			$	398.5					$	176.6					$	887.2					$	348.8
Weighted-average number of shares outstanding - basic			382,025,408						375,203,364						381,455,627						376,353,335
Dilutive effect of equity-based compensation			8,903,261						9,112,701						8,802,275						9,752,894
Weighted-average number of shares outstanding - diluted			390,928,669						384,316,065						390,257,902						386,106,229
Earnings (loss) per share
Basic			$	1.04					$	0.47					$	2.33					$	0.93
Diluted			$	1.02					$	0.46					$	2.27					$	0.90

The dilutive effect of equity-based compensation awards was 8.9 million and 8.8 million shares, respectively, during the three and nine months ended September 30, 2025. Additional equity-based compensation awards of 0.0 million and 1.2 million shares, respectively, were also outstanding during the three and nine months ended September 30, 2025, but were not included in the computation of diluted earnings (loss) per share because the effect would be anti-dilutive.

The dilutive effect of equity-based compensation awards was 9.1 million and 9.8 million shares, respectively, during the three and nine months ended September 30, 2024. Additional equity-based compensation awards and warrants were also outstanding during the three and nine months ended September 30, 2024, but were not included in the computation of diluted earnings per share because the effect would be anti-dilutive. Such anti-dilutive equity-based compensation awards and warrants represented 1.6 million and 4.5 million shares for the three months ended September 30, 2024, respectively, and 1.2 million and 4.5 million shares for the nine months ended September 30, 2024, respectively.

(13) COMMITMENTS AND CONTINGENCIES

The Company is a party to a number of pending legal proceedings and claims, including those involving general and product liability and other matters. The Company accrues for such liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Accruals are based on developments to date; management’s estimates of the outcomes of these matters; the Company’s experience in contesting, litigating and settling similar matters; and any related insurance coverage. While the Company believes that a material adverse impact is unlikely, given the inherent uncertainty of litigation, a future development in these matters could have a material adverse impact on the Company. The Company is unable to estimate any additional loss or range of loss that may result from the ultimate resolution of these matters, other than those described below.

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.

The Company believes it has meritorious defenses against the allegations made in the aforementioned lawsuits, which are at the preliminary stages. However, the Company is 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.

The Company is 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, except as noted above.

Bank Guarantees and Bonds

In the ordinary course of business, we are required to commit to bank guarantees and bonds that require payments to our customers for any non-performance. The outstanding face value of these instruments fluctuates with the value of our projects in progress. As of September 30, 2025 the outstanding value of bank guarantees and bonds totaled $168.7.

At, 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 Unaudited Condensed Consolidated Financial Statements, nor were there any material commitments outside the normal course of business.