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 March 31, 2026						Three months ended March 31, 2025
Net sales
Net sales - products															$	2,135.8					$	1,649.7
Net sales - services															513.7						386.3
Net sales															2,649.5						2,036.0
Costs and expenses
Cost of sales - products															1,348.4						1,112.1
Cost of sales - services															301.4						237.4
Cost of sales															1,649.8						1,349.5
Operating expenses
Selling, general and administrative expenses															456.7						346.3
Amortization of intangibles															77.6						46.0
Restructuring costs															(4.9)						1.1
Foreign currency (gain) loss, net															(1.6)						2.6
Other operating expense (income)															31.8						(0.2)
Operating profit (loss)															440.1						290.7
Interest expense (income), net															(4.4)						25.3
Loss on extinguishment of debt															6.2						—
Income (loss) before income taxes															438.3						265.4
Income tax expense (benefit)															48.2						100.9
Net income (loss)															$	390.1					$	164.5
Earnings (loss) per share:
Basic															$	1.02					$	0.43
Diluted															$	0.99					$	0.42
Weighted-average shares outstanding:
Basic															382,921,496						380,845,511
Diluted															392,128,170						390,109,650

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 March 31, 2026						Three months ended March 31, 2025
Net income (loss)															$	390.1					$	164.5
Other comprehensive income (loss), net of tax:
Foreign currency translation															(40.3)						77.1
Interest rate swaps															(47.2)						(9.7)
Pension															(0.3)						—
Foreign currency exchange forwards															(6.6)						6.2
Other comprehensive income (loss), net of tax:															(94.4)						73.6
Comprehensive income (loss)															$	295.7					$	238.1

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

VERTIV HOLDINGS CO

(Dollars in millions)

			March 31, 2026						December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents			$	2,150.6					$	1,728.4
Short-term investments			349.9						99.5
Accounts receivable, less allowances of $26.6 and $25.6, respectively			3,148.7						3,109.0
Inventories			1,834.6						1,456.5
Other current assets			500.8						426.1
Total current assets			7,984.6						6,819.5
Property, plant and equipment, net			997.5						921.8
Other assets:
Goodwill			2,023.7						2,033.7
Other intangible assets, net			1,806.0						1,894.8
Deferred income taxes			177.8						179.6
Right-of-use assets, net			330.8						303.0
Other			79.7						60.0
Total other assets			4,418.0						4,471.1
Total assets			$	13,400.1					$	12,212.4
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt			$	—					$	20.9
Accounts payable			1,951.7						1,756.4
Deferred revenue			2,461.8						1,814.7
Accrued expenses and other liabilities			856.2						771.6
Income taxes			73.5						43.4
Total current liabilities			5,343.2						4,407.0
Long-term debt, net			2,922.2						2,892.1
Deferred income taxes			221.2						232.8
Long-term lease liabilities			270.4						245.2
Other long-term liabilities			398.2						494.0
Total liabilities			9,155.2						8,271.1
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, 383,954,111 and 382,553,680 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively			—						—
Additional paid-in capital			2,927.0						2,895.2
Retained earnings			1,394.1						1,027.9
Accumulated other comprehensive income (loss)			(76.2)						18.2
Total equity			4,244.9						3,941.3
Total liabilities and equity			$	13,400.1					$	12,212.4

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

VERTIV HOLDINGS CO

(Dollars in millions)

			Three months ended March 31, 2026						Three months ended March 31, 2025
Cash flows from operating activities:
Net income (loss)			$	390.1					$	164.5
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Depreciation			27.5						22.9
Amortization			80.2						48.7
Deferred income taxes			(28.2)						33.3
Amortization of debt discount and issuance costs			1.6						2.2
Stock-based compensation			17.0						11.2
Changes in operating working capital			227.8						(4.8)
Change in fair value of contingent consideration			33.2						—
Other			17.6						25.3
Net cash provided by (used for) operating activities			766.8						303.3
Cash flows from investing activities:
Capital expenditures			(112.6)						(36.5)
Investments in capitalized software			(1.4)						(2.3)
Purchase of short-term investments			(348.4)						—
Proceeds from maturities of short-term investments			100.0						—
Investments in affiliates			(13.9)						—
Acquisition of businesses, net of cash acquired			(0.4)						—
Net cash provided by (used for) investing activities			(376.7)						(38.8)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt			2,100.0						—
Repayment of long-term debt			(2,076.1)						(5.3)
Dividend payment			(23.9)						(14.2)
Exercise of employee stock options			23.5						1.3
Employee taxes paid from shares withheld			(11.6)						(6.7)
Net cash provided by (used for) financing activities			11.9						(24.9)
Effect of exchange rate changes on cash and cash equivalents			(0.6)						4.3
Increase (decrease) in cash, cash equivalents and restricted cash			401.4						243.9
Beginning cash, cash equivalents and restricted cash			1,789.8						1,232.2
Ending cash, cash equivalents and restricted cash			$	2,191.2					$	1,476.1
Changes in operating working capital
Accounts receivable			$	(57.7)					$	81.6
Inventories			(384.2)						(128.6)
Other current assets			(88.5)						(29.5)
Accounts payable			202.8						86.5
Deferred revenue			651.2						23.4
Accrued expenses and other liabilities			(95.4)						(79.6)
Income taxes			(0.4)						41.4
Total changes in operating working capital			$	227.8					$	(4.8)

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

Balance at December 31, 2025			382,553,680						$	—																	$	2,895.2					$	1,027.9					$	18.2					$	3,941.3
Net income (loss)			—						—																		—						390.1						—						390.1
Exercise of employee stock options			1,268,993						—																		23.5						—						—						23.5
Stock-based compensation activity, net of withholding for tax(2)			114,813						—																		5.4						—						—						5.4
Employee 401K match with Vertiv stock			16,625						—																		2.9						—						—						2.9
Dividend			—						—																		—						(23.9)						—						(23.9)
Other comprehensive income (loss), net of tax			—						—																		—						—						(94.4)						(94.4)
Balance at March 31, 2026			383,954,111						$	—																	$	2,927.0					$	1,394.1					$	(76.2)					$	4,244.9

(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 159,335 vested shares offset by 44,522 shares withheld for taxes valued at $11.6 and stock-based compensation of $17.0.

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”), 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, thermal management, low/medium voltage switchgear, busbar, air cooled and liquid cooled thermal management products, integrated modular solutions, racks, single phase UPS, rack power distribution, rack thermal systems, configurable integrated solutions, energy storage solutions, hardware, software for managing IT equipment, management systems for monitoring and controlling digital infrastructure, and services. 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, 2025, filed with the SEC on February 13, 2026.

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("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 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) ACQUISITIONS

PurgeRite

On October 31, 2025, the Company entered into a membership interest purchase agreement ("Acquisition Agreement") to acquire Purge Rite Intermediate, LLC ("PurgeRite"). The transaction ("Acquisition") closed on December 4, 2025. Under the terms of the Acquisition Agreement, total consideration transferred was $1,138.3, net of cash acquired of $14.4. The gross consideration was $1,152.7, consisting of $1,003.5 in cash, $139.2 of contingent consideration and $10.0 other. The Company is required to pay up to $250.0 of additional cash consideration if PurgeRite achieves certain post-closing performance metrics, pursuant to the terms and conditions of the Acquisition Agreement.

As of March 31, 2026 in conjunction with the PurgeRite Acquisition, there is $177.3 of contingent earnout related to their projected future results recorded in "Accrued expenses and other liabilities" in the Unaudited Condensed Consolidated Balance Sheets. For the three months ended March 31, 2026, the Company recognized a loss of $33.2 within "Other operating expense (income)" of the Unaudited Consolidated Statement of Earnings (Loss).

The Company accounted for the acquisition of PurgeRite using the acquisition method of accounting. Assets acquired and liabilities assumed have been recorded based on their preliminary fair values, and as a result, the estimates and assumptions are subject to change. 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. The Company expects to complete this process no later than twelve months after the closing of the Acquisition.

During the three months ended March 31, 2026 there was one change to the purchase price allocation related to a working capital adjustment to the purchase price. The measurement period adjustment did not have a material impact on the Unaudited Condensed Consolidated Statements of Earnings (loss). The following is the preliminary purchase price allocation of assets acquired and liabilities assumed as of the Acquisition date and related adjustments thereafter:

						Preliminary Allocation						Adjustments						Adjusted Preliminary Allocation
Accounts receivable						$	69.5					$	—					$	69.5
Other current assets						7.2						—						7.2
Property, plant and equipment						150.0						—						150.0
Goodwill						588.4						0.9						589.3
Other intangible assets						445.2						—						445.2
Right-of-use assets, net						3.5						—						3.5
Accounts payable						11.3						—						11.3
Deferred revenue						12.0						—						12.0
Accrued expenses and other liabilities						4.7						—						4.7
Deferred income taxes						95.0						—						95.0
Other long-term liabilities						2.5						—						2.5
Net assets acquired and liabilities assumed						$	1,138.3					$	0.9					$	1,139.2

The following table represents the definite lived intangible assets acquired, the preliminary fair values and respective useful lives:

						Useful Life						Preliminary Fair Value
Customer relationships						9.5						$	372.6
Trademarks						8.0						39.8
Other						0.5						32.3
Capitalized software						5.0						0.5
Total intangible assets												$	445.2

The Company used the multi-period excess earnings method to value the customer relationship intangible assets and the relief from royalty method to value the trademark intangible assets. The significant assumptions used to estimate the fair value of customer relationships included forecasted earnings before interest, taxes, depreciation, and amortization, customer attrition rates and a discount rate. The significant assumptions used to estimate the fair value of trademark included the forecasted revenues, royalty rates and a discount rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The estimated weighted-average useful lives were 8.71 years for finite lived intangible assets.

Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of net assets recognized by PurgeRite, and represents the future economic benefits, including synergies, and assembled workforce, that are expected to be achieved as a result of the consummation of the Acquisition. The goodwill arising from the Acquisition is not expected to be deductible for tax purposes. All of the goodwill has been allocated to the Americas segment.

Great Lakes

On July 17, 2025, the Company entered into a purchase agreement to acquire Great Lakes Data Racks & Cabinets family of companies ("Great Lakes"). The transaction closed on August 20, 2025. Total consideration transferred was $203.5. The preliminary valuation of the net assets acquired include $107.6 of finite-lived identifiable intangible assets, $30.7 of all other net assets acquired, consisting primarily of accounts receivable and inventory, and $65.2 of tax-deductible goodwill. In the fourth quarter of 2025, the Company adjusted the preliminary valuation of all other net assets by $(1.1) and goodwill by $1.1. In the first quarter of 2026, the Company adjusted the preliminary valuation of the goodwill by $0.5.

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 weighted-average useful lives was 9.82 years. 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. The Company expects to complete this process no later than twelve months after the closing of this acquisition.

(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 March 31, 2026
			Americas						Asia Pacific						Europe, Middle East, & Africa						Total
Sales by Product and Service Offering:
Products			$	1,475.9					$	381.1					$	234.2					$	2,091.2
Services & spares			338.5						132.6						87.2						558.3
Total			$	1,814.4					$	513.7					$	321.4					$	2,649.5
Timing of Revenue Recognition:
Products and services transferred at a point in time			$	1,511.9					$	382.4					$	196.9					$	2,091.2
Products and services transferred over time			302.5						131.3						124.5						558.3
Total			$	1,814.4					$	513.7					$	321.4					$	2,649.5

			Three months ended March 31, 2025
			Americas						Asia Pacific						Europe, Middle East, & Africa						Total
Sales by Product and Service Offering:
Products			$	958.3					$	333.8					$	319.0					$	1,611.1
Services & spares			227.0						113.4						84.5						424.9
Total			$	1,185.3					$	447.2					$	403.5					$	2,036.0
Timing of Revenue Recognition:
Products and services transferred at a point in time			$	973.7					$	336.1					$	240.5					$	1,550.3
Products and services transferred over time			211.6						111.1						163.0						485.7
Total			$	1,185.3					$	447.2					$	403.5					$	2,036.0

The opening and closing balances of current and long-term deferred revenue as of March 31, 2026 and December 31, 2025 were as follows:

			Balances at March 31, 2026						Balances at December 31, 2025
Deferred revenue - current			$	2,461.8					$	1,814.7
Deferred revenue - noncurrent(1)			145.3						107.6

(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 months ended March 31, 2026 was $672.5. Deferred revenue - noncurrent consists primarily of maintenance, extended warranty and other service contracts. The Company expects to recognize noncurrent deferred revenue of $64.8, $41.4 and $39.1 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 costs by business segment were as follows:

															Three months ended March 31, 2026						Three months ended March 31, 2025
Americas															$	0.1					$	0.1
Asia Pacific															—						—
Europe, Middle East & Africa(1)															(5.0)						0.6
Corporate															—						0.4
Total															$	(4.9)					$	1.1

(1) During the three months ended March 31, 2026, restructuring reserves were adjusted due change in restructuring plans previously recorded in Europe, Middle East & Africa.

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. 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.

The change in the current liability for the restructuring costs during the three months ended March 31, 2026 were as follows:

			December 31, 2025						Paid/Utilized						Expense						March 31, 2026
Severance and benefits			$	44.1					$	(3.8)					$	(5.0)					$	35.3
Plant closing and other			0.1						(0.2)						0.1						—
Total			$	44.2					$	(4.0)					$	(4.9)					$	35.3

The change in the current liability for the restructuring costs during the three months ended March 31, 2025 were as follows:

			December 31, 2024						Paid/Utilized						Expense						March 31, 2025
Severance and benefits			$	10.3					$	(2.0)					$	0.4					$	8.7
Plant closing and other			0.1						(0.7)						0.7						0.1
Total			$	10.4					$	(2.7)					$	1.1					$	8.8

(6) DEBT

Long-term debt, net, consisted of the following as of March 31, 2026 and December 31, 2025:

			March 31, 2026						December 31, 2025
Term Loan due 2032 at 5.61% at December 31, 2025			$	—					$	2,076.1
Senior Secured Notes due 2028 at 4.125% at both March 31, 2026 and December 31, 2025			850.0						850.0
Senior Notes due 2036 at 4.850% at March 31, 2026			600.0						—
Senior Notes due 2046 at 5.650% at March 31, 2026			500.0						—
Senior Notes due 2056 at 5.800% at March 31, 2026			500.0						—
Senior Notes due 2066 at 5.950% at March 31, 2026			500.0						—
Unamortized discount and issuance costs			(27.8)						(13.1)
			2,922.2						2,913.0
Less: current portion			—						(20.9)
Total long-term debt, net of current portion			$	2,922.2					$	2,892.1

Senior Notes

On March 3, 2026, Vertiv Holdings Co (the “Issuer”) issued $2,100.0 in aggregate principal amount of senior unsecured notes consisting of $600.0 aggregate principal amount of 4.850% Senior Notes due 2036 (the “2036 Notes”), $500.0 aggregate principal amount of 5.650% Senior Notes due 2046 (the “2046 Notes”), $500.0 aggregate principal amount of 5.800% Senior Notes due 2056 (the “2056 Notes”) and $500.0 aggregate principal amount of 5.950% Senior Notes due 2066 (the “2066 Notes” and, together with the 2036 Notes, the 2046 Notes and the 2056 Notes, the “Senior Notes”). The Company used the net proceeds from the sale of the Senior Notes, together with cash on hand, to repay in full all outstanding indebtedness under its Term Loan Credit Agreement, dated as of March 2, 2020 (as amended, the “Term Loan Credit Agreement”), among Vertiv Group Corporation, as borrower, the guarantors party thereto, the lenders party thereto, and Citibank, N.A., as administrative agent and collateral agent and to pay related fees and expenses.

The Senior Notes were issued under an Indenture, dated as of March 3, 2026 (the “Base Indenture”), as amended and supplemented by a First Supplemental Indenture, dated as of March 3, 2026 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Senior Notes Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. Interest on the Senior Notes is payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2026. Each tranche of the Senior Notes mature on March 15 in their respective year of maturity.

The Senior Notes are senior unsecured obligations of the Issuer and rank equally in right of payment with all of the Issuer’s other senior unsecured indebtedness from time to time outstanding, senior in right of payment to all of the Issuer’s subordinated indebtedness from time to time outstanding, and structurally junior to all of the indebtedness and other liabilities of the Issuer’s subsidiaries from time to time outstanding and effectively junior to all of the Issuer’s secured indebtedness from time to time outstanding to the extent of the value of the assets securing such secured indebtedness.

Prior to (i) December 15, 2035, in the case of the 2036 Notes, (ii) September 15, 2045, in the case of the 2046 Notes, (iii) September 15, 2055, in the case of the 2056 Notes and (iv) September 15, 2065, in the case of the 2066 Notes (each such date as it relates to a particular series, the applicable “Par Call Date”), the Issuer may redeem the Senior Notes of a series at its option, in whole or in part, at any time from time to time, at a “make-whole” premium, plus accrued and unpaid interest thereon to, but not including, the redemption date. On or after the applicable Par Call Date relating to a series of Senior Notes, the Issuer may redeem the Senior Notes of such series at its option, in whole or in part, at any time from time to time, at a price equal to 100% of the principal amount of the Senior Notes of such series to be redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date. Each series of the Senior Notes contains a change-of-control provision that, under certain circumstances, may require the Issuer to offer to purchase such series of Senior Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to the date of repurchase.

The Senior Notes Indenture contains covenants that, among other things and subject to certain exceptions, restrict our ability and in certain cases the ability of our subsidiaries to incur certain liens, engage in certain sale and leaseback transactions or consolidate or merge.

Senior Unsecured Revolving Credit Facility

On March 3, 2026, Vertiv Holdings Co, as borrower (the “Borrower”), entered into a credit agreement (the “Senior Unsecured Revolving Credit Facility”), with certain financial institutions as lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Senior Unsecured Revolving Credit Facility provides for a senior unsecured revolving facility in an aggregate committed amount of $2,500.0, available in U.S. Dollars, Euros, Canadian Dollars, Sterling Pounds and Australian Dollars, a portion of which is available for the issuance of letters of credit.

The Senior Unsecured Revolving Credit Facility will mature five years from March 3, 2026, subject to up to two additional one-year extensions pursuant to the terms of the Senior Unsecured Revolving Credit Facility.

U.S. Dollar borrowings under the Senior Unsecured Revolving Credit Facility bear interest at a rate determined, at the Borrower’s option, based on either (i) a Term SOFR rate or (ii) an alternate base rate, plus, in each case, an applicable margin that is subject to the Borrower’s credit rating. Borrowings in Euros bear interest at EURIBOR rate, borrowings in Canadian Dollars bear interest at a Term CORRA rate or Canadian Prime Rate, borrowings in Sterling bear interest at a Daily Simple RFR (SONIA) rate, and borrowings in Australian Dollars bear interest at a BBSY rate, in each case plus an applicable margin that is subject to the Borrower’s credit rating. The Senior Unsecured Revolving Credit Facility requires the Borrower to pay a commitment fee equal to a percentage of the aggregate daily amount of unused commitments under the Senior Unsecured Revolving Credit Facility based on the Borrower’s credit rating at such time.

A financial covenant in the Senior Unsecured Revolving Credit Facility requires the Borrower to maintain, as of the last day of each fiscal quarter (beginning with the fiscal quarter ending June 30, 2026), a ratio of consolidated net debt to consolidated earnings before interest, tax, depreciation and amortization of not more than 4.00 to 1.00, provided that, subject to certain conditions, the Borrower may elect to increase such ratio to 4.50 to 1.00 following a qualified acquisition, for a period of four fiscal quarters beginning with the quarter during which such qualified acquisition is consummated. In addition, the Senior Unsecured Revolving Credit Facility contains covenants that, among other things and subject to certain exceptions, restrict our ability and in certain cases the ability of our subsidiaries to incur liens, consolidate or merge, incur additional indebtedness (only applicable to non-guarantor subsidiaries), and pay dividends and distribution in respect of the Borrower’s equity interests when a default or event of default has occurred and is continuing.

The Borrower is permitted to increase the commitments under the Senior Unsecured Revolving Credit Facility in an aggregate principal amount of up to $1,000.0, subject to certain conditions (including finding lenders willing to provide the additional commitments). The Senior Unsecured Revolving Credit Facility refinanced and replaced our existing $800.0 Asset Based Revolving Credit Facility, due 2029 (the “ABL Revolving Credit Facility”). At March 31, 2026, Vertiv had $2,483.3 of availability (subject to customary conditions) under the Senior Unsecured Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of $16.7.

Former Financing Arrangements

On March 3, 2026, the Company repaid in full all outstanding indebtedness under its Term Loan Credit Agreement and refinanced and replaced the ABL Revolving Credit Facility. Upon such repayment, all commitments under the Term Loan Credit Agreement and ABL Revolving Credit Facility were terminated and all guarantees and liens securing obligations under the Term Loan Credit Agreement and the ABL Revolving Credit Facility were released. The Company recognized a loss on the extinguishment of debt of $6.2 related to the repayment of the Term Loan Credit Agreement for the three months ended March 31, 2026.

At December 31, 2025, Vertiv Group Corporation as Borrower and the Co-Borrowers had $784.0 of availability under 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 $16.0, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility. At December 31, 2025, there was no outstanding balance on the ABL Revolving Credit Facility.

(7) INCOME TAXES

The Company’s effective tax rate was 11.0% and 38.0% for the three months ended March 31, 2026 and 2025, respectively. The effective tax rate in the three months ended March 31, 2026 was primarily influenced by the discrete tax benefits related to stock compensation and the interest rate swap settlement. Refer to "Note 9 - Financial Instruments and Risk Management" for additional information about the interest rate swap settlement. The effective rate for the comparative three months ended March 31, 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 and stock compensation.

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 March 31, 2026, 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

			March 31, 2026						December 31, 2025
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents			$	2,150.6					$	1,728.4
Restricted cash included in other current assets			40.6						61.4
Total cash, cash equivalents, and restricted cash			$	2,191.2					$	1,789.8

			March 31, 2026						December 31, 2025
Inventories
Finished products			$	681.5					$	555.4
Raw materials			883.6						680.6
Work in process			269.5						220.5
Total inventories			$	1,834.6					$	1,456.5

			March 31, 2026						December 31, 2025
Property, plant and equipment, net(1)
Machinery and equipment			$	915.5					$	874.1
Buildings			412.0						408.7
Land			41.3						42.1
Construction in progress			176.6						123.3
Property, plant and equipment, at cost			1,545.4						1,448.2
Less: Accumulated depreciation			(547.9)						(526.4)
Property, plant and equipment, net			$	997.5					$	921.8

(1) Property, plant and equipment, net in the United States was $193.5 and $176.5 as of March 31, 2026 and December 31, 2025, respectively.

			March 31, 2026						December 31, 2025
Accrued expenses and other liabilities
Accrued payroll and other employee compensation			$	122.3					$	173.2
Contingent consideration liability (see Note 3)			177.3						144.1
Restructuring (see Note 5)			35.3						44.2
Operating lease liabilities			72.3						69.7
Product warranty			42.8						43.2
Other			406.2						297.2
Total			$	856.2					$	771.6

			Three months ended March 31, 2026						Three months ended March 31, 2025
Change in product warranty accrual
Balance at the beginning of the period			$	43.2					$	27.5
Provision charge to expense			5.9						7.9
Paid/utilized			(6.3)						(7.0)
Balance at the end of the period			$	42.8					$	28.4

(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 March 31, 2026
			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						$	2,150.6					$	2,150.6					$	—					$	—
Foreign currency exchange forwards			Other current assets						2.4						—						2.4						—
Economic hedges			Other current assets						14.4						—						14.4						—
Total assets									$	2,167.4					$	2,150.6					$	16.8					$	—
Liabilities:
Contingent consideration			Accrued expenses and other liabilities						$	177.3					$	—					$	—					$	177.3
Total liabilities									$	177.3					$	—					$	—					$	177.3

									As of December 31, 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						$	1,728.4					$	1,728.4					$	—					$	—
Interest rate swaps			Other current assets						23.4						—						23.4						—
Foreign currency exchange forwards			Other current assets						9.7						—						9.7						—
Economic hedges			Other current assets						26.1						—						26.1						—
Interest rate swaps			Other noncurrent assets						4.8						—						4.8						—
Total assets									$	1,792.4					$	1,728.4					$	64.0					$	—
Liabilities:
Contingent consideration			Other long-term liabilities						$	144.1					$	—					$	—					$	144.1
Total liabilities									$	144.1					$	—					$	—					$	144.1

Contingent consideration — In conjunction with the PurgeRite Acquisition, the Company records contingent consideration at fair value based on the estimated discounted contingent payments expected to be made, and may increase or decrease based on the financial performance of PurgeRite for the year ended December 31, 2026. The Company estimates the fair value of contingent consideration utilizing Monte Carlo simulations in a risk-neutral framework. Key assumptions include certain projected post-closing performance metrics, discount rate and volatility associated with the relevant metric. Contingent consideration is classified as Level 3 due to the reliance on unobservable inputs. For the three months ended March 31, 2026, the Company recognized a loss of $33.2 within "Other operating expense (income)" of the Unaudited Consolidated Statement of Earnings (Loss). Refer to "Note 3 - Acquisitions" for additional information on this Acquisition.

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 offset.

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 December 31, 2025, 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. On March 3, 2026, in connection with the repayment of the Term Loan Credit Agreement, the hedged forecasted transactions became probable of not occurring, and therefore the Company settled all outstanding interest rate swaps. Refer to "Note 10 - Accumulated Other Comprehensive Income (Loss)" for additional information on the settlement. During the three months ended March 31, 2026, and 2025 the Company recognized $29.6, $8.3, respectively, within “Interest expense (income), net” on the Unaudited Condensed Consolidated Statements of Earnings (Loss).

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 March 31, 2026 and December 31, 2025, we had derivative instruments which hedge our exposure to certain foreign currency exchange rates with a notional amount of $309.0 and $149.8, respectively. For the three months ended March 31, 2026, and 2025 there was $3.5, and $(4.7) in realized gains (losses) associated with the foreign currency exchange swaps within "Cost of sales - products" on the Unaudited Condensed Consolidated Statements of Earnings (Loss).

Economic hedges — At March 31, 2026 and December 31, 2025 we had derivative instruments which hedge our purchases of aluminum with notional amounts of 10,789.0 and 10,310.0 metric tons, respectively, and copper with notional amounts of 17,971.0 and 8,754.8 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 are treated as economic hedges and for the three months ended March 31, 2026 and 2025 the Company recognized mark-to-market gains of $0.8 and $(0.3), respectively, within "Other operating expense (income)" on the Unaudited Condensed Consolidated Statement of Earnings (Loss).

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 $(1.1) and, $0.1 respectively, for the three months ended March 31, 2026 and 2025, respectively, and is included in “Foreign currency translation” in the Unaudited Condensed Consolidated Statement of Other Comprehensive Income (Loss). As of March 31, 2026 and 2025, $42.9 and $24.1, 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 March 31, 2026 and December 31, 2025.

			March 31, 2026												December 31, 2025
			Fair Value						Par Value(1)						Fair Value						Par Value(1)
Term Loan due 2032			$	—					$	—					$	2,089.1					$	2,076.1
Senior Secured Notes due 2028			834.8						850.0						840.9						850.0
Senior Notes due 2036 at 4.850% at March 31, 2026			583.8						600.0						—						—
Senior Notes due 2046 at 5.650% at March 31, 2026			477.1						500.0						—						—
Senior Notes due 2056 at 5.800% at March 31, 2026			481.0						500.0						—						—
Senior Notes due 2066 at 5.950% at March 31, 2026			478.7						500.0						—						—

(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 and bank deposits. 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 March 31, 2026 and December 31, 2025, the Company recorded "Short-term investments" on the Condensed Consolidated Balance Sheets at amortized cost of $349.9 and $99.5, respectively. At March 31, 2026 and December 31, 2025, the short-term investments had a fair value of $349.9 and $99.6. 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.

(10) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

															Three months ended March 31, 2026						Three months ended March 31, 2025
Foreign currency translation, beginning															$	(29.1)					$	(203.9)
Other comprehensive income (loss)(1)															(40.3)						77.1
Foreign currency translation, ending															(69.4)						(126.8)
Interest rate swaps, beginning															47.2						74.6
Realized gain (loss) recognized during the period(2)															(48.5)						—
Unrealized gain (loss) deferred during the period(3)															1.3						(9.7)
Interest rate swaps, ending															—						64.9
Pension, beginning															(10.4)						(6.9)
Actuarial gain (losses) recognized during the period, net of income taxes															(0.3)						—
Pension, ending															(10.7)						(6.9)
Foreign currency exchange forwards, beginning															10.5						(12.6)
Unrealized gains deferred during the period(4)															(6.6)						6.2
Foreign currency exchange forwards, ending															3.9						(6.4)
Accumulated other comprehensive income (loss)															$	(76.2)					$	(75.2)

(1)For the three months ended March 31, 2026 and 2025 foreign currency translation included tax effects of $0.0 and $0.3, respectively.

(2)For the three months ended March 31, 2026, the gain recognized in "Interest expense (income), net" of $22.9 and the tax effects of $25.6 recognized in "Income tax expense, benefit" was associated with the interest rate swaps being settled.

(3)During the three months ended March 31, 2025, $8.3 were reclassified into earnings. And, for the three months ended March 31, 2025, interest rate swaps included tax effects of $2.9.

(4)For the three months ended March 31, 2026 and 2025, foreign currency exchange forwards included tax effects of $1.2 and $1.8, respectively.

(11) SEGMENT INFORMATION

Operating profit (loss) is the primary income measure used by the chief operating decision maker (“CODM”), our Chief Executive Officer, 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, and global product platform development and offering management.

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. The segment performance measure excludes corporate and other costs, as described herein. Intersegment selling prices approximate market prices. 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: AC and DC power management, thermal management, low/medium voltage switchgear, busbar, air cooled and liquid cooled thermal management products, integrated and prefabricated modular infrastructure solutions, racks, single phase UPS, rack power distribution, rack thermal systems, configurable integrated solutions, energy storage solutions, hardware, software for managing IT equipment.

• Services & spares: Preventative and predictive maintenance, acceptance testing, engineering and consulting, performance assessments, remote monitoring, training, spare parts, specialized fluid management, 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, Asia, and India. Due to the similarities of economic characteristics and other qualitative factors, we aggregate Greater China, India and Asia operating segments and we report this as our Asia Pacific reportable segment. 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 March 31, 2026
			Americas						Asia Pacific						Europe, Middle East & Africa						Total
Sales			$	1,822.4					$	630.7					$	494.9					$	2,948.0
Intersegment sales			8.0						117.0						173.5						298.5
Net Sales			1,814.4						513.7						321.4						2,649.5
Significant segment expenses
Cost of sales(1)			1,078.4						362.5						196.3						1,637.2
Marketing, sales and service costs			94.7						32.3						27.5						154.5
Engineering, research and development costs			75.6						27.2						23.0						125.8
Information technology costs			26.8						14.6						8.6						50.0
Restructuring costs			0.1						—						(5.0)						(4.9)
Other segment items(2)			48.6						9.7						17.5						75.8
Operating profit (loss)			490.2						67.4						53.5						611.1
Foreign currency gain (loss)																					1.6
Corporate																					(95.0)
Total corporate and other																					(93.4)
Amortization of intangibles																					(77.6)
Operating profit (loss)																					440.1

(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 March 31, 2025
			Americas						Asia Pacific						Europe, Middle East & Africa						Total
Sales			$	1,197.2					$	486.1					$	528.3					$	2,211.6
Intersegment sales			11.9						38.9						124.8						175.6
Net Sales			1,185.3						447.2						403.5						2,036.0
Significant segment expenses
Cost of sales(1)			762.1						324.8						252.0						1,338.9
Marketing, sales and service costs			65.2						28.8						24.2						118.2
Engineering, research and development costs			50.3						25.0						23.3						98.6
Information technology costs			21.9						16.5						10.2						48.6
Restructuring costs			0.1						—						0.6						0.7
Other segment items(2)			26.0						6.4						14.5						46.9
Operating profit (loss)			259.7						45.7						78.7						384.1
Foreign currency gain (loss)																					(2.6)
Corporate																					(44.8)
Total corporate and other																					(47.4)
Amortization of intangibles																					(46.0)
Operating profit (loss)																					$	290.7

(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.

Total Assets			March 31, 2026						December 31, 2025
Americas			$	6,327.9					$	5,864.3
Asia Pacific			1,960.3						1,810.7
Europe, Middle East & Africa			2,715.2						2,918.0
			11,003.4						10,593.0
Corporate and other			2,396.7						1,619.4
Total			$	13,400.1					$	12,212.4

Depreciation and Amortization															Three months ended March 31, 2026						Three months ended March 31, 2025
Americas															$	65.8					$	32.8
Asia Pacific															10.0						9.1
Europe, Middle East & Africa															22.3						21.0
Corporate and other															9.6						8.7
Total															$	107.7					$	71.6

Capital Expenditures															Three months ended March 31, 2026						Three months ended March 31, 2025
Americas															$	66.8					$	16.2
Asia Pacific															20.7						9.4
Europe, Middle East & Africa															17.6						6.3
Corporate and other															7.5						4.6
Total															$	112.6					$	36.5

(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) 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.

The details of the earnings per share calculations for the three months ended March 31, 2026 and 2025 are as follows:

(In millions, except share and per share amounts)			Three months ended March 31, 2026						Three months ended March 31, 2025
Net income (loss)			$	390.1					$	164.5
Weighted-average number of shares outstanding - basic			382,921,496						380,845,511
Dilutive effect of equity-based compensation			9,206,674						9,264,139
Weighted-average number of shares outstanding - diluted			392,128,170						390,109,650
Earnings (loss) per share
Basic			$	1.02					$	0.43
Diluted			$	0.99					$	0.42

Additional equity-based compensation awards of 0.3 million and 0.5 million shares, respectively, were also outstanding during the three months ended March 31, 2026 and 2025, but were not included in the computation of diluted earnings (loss) per share because the effect would be anti-dilutive.

(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.

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 March 31, 2026 the outstanding value of bank guarantees and bonds totaled $239.3.

As of March 31, 2026 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.