Cover and table of contents

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Cover and table of contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended March 31, 2026
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 001-38518
Vertiv Holdings Co
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)81-2376902 (I.R.S Employer Identification No.)
505 N. Cleveland Ave., Westerville, Ohio 43082
(Address of principal executive offices including zip code)
614-888-0246
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.0001 par value per shareVRTNew York Stock Exchange

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:

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

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 April 20, 2026, there were 384,108,816 shares of the Company’s Class A common stock, par value $0.0001, outstanding.

TABLE OF CONTENTS
Page
Part I - Financial Information
Item 1.Financial Statements (Unaudited)2
Condensed Consolidated Statements of Earnings (Loss)2
Condensed Consolidated Statements of Comprehensive Income (Loss)3
Condensed Consolidated Balance Sheets4
Condensed Consolidated Statements of Cash Flows5
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit)6
Notes to Condensed Consolidated Financial Statements (Unaudited)7
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations21
Item 3.Quantitative and Qualitative Disclosures About Market Risk27
Item 4.Controls and Procedures27
Part II - Other Information
Item 1.Legal Proceedings29
Item 1A.Risk Factors29
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds30
Item 3.Defaults Upon Senior Securities30
Item 4.Mine Safety Disclosures31
Item 5.Other Information31
Item 6.Exhibits32
SIGNATURES33

PART I. FINANCIAL INFORMATION

Next: Item 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS