Vertiv Holdings Co (VRT) Business

Item 1. Business

Overview

Vertiv is a global leader in critical digital infrastructure for applications in data centers, communication networks, and commercial and industrial environments. As businesses, industries, and communities become more connected, we pioneer and deliver end-to-end power and cooling technologies to help our customers stay resilient, optimized, and future-ready. With our industry-leading innovative technologies and global services network, we are fueling the revolution of the digital world — keeping technology ecosystems running efficiently and without interruption. We believe that Vertiv is supercharging data’s potential; accelerating the pace of technology, raising the bar for accelerated compute and redefining the limits of densification. The world depends on data we power and cool™.

Our Company

Our roots trace back to 1946 and the beginning of the information age, when Ralph Liebert founded the precursor to the Liebert Corporation, which was established in 1965 as the industry’s first manufacturer of computer room air conditioning. In 1987, Liebert was acquired by Emerson Electric Co, which later formed its Network Power business in 2000 to integrate critical infrastructure technologies, including Liebert and previously acquired ASCO, a provider of power transfer switches, under one brand. Over the next decade, Emerson Network Power expanded through acquisitions of Avansys, Marconi’s outside plant and power system; Knurr AG, a leading provider of enclosure systems; and Avocent, a leading provider of IT management software and keyboard, video and mouse (or "KVM") solutions. In 2016, Emerson Network Power was spun off as a standalone business and ultimately became — Vertiv.

Vertiv became publicly-traded on February 7, 2020, with its shares listed on the New York Stock Exchange (NYSE:VRT), through a business combination with GS Acquisition Holdings Corp (“GSAH”), a special purpose acquisition company later renamed Vertiv Holdings Co (the "Business Combination").

Our Business

Vertiv has the most complete portfolio of critical digital infrastructure offerings. We design, manufacture, sell, install, maintain, and service critical digital infrastructure technologies and rapidly deployable customized solutions to meet the specific business requirements and needs of a diverse group of customers. Vertiv leads with first-to-market designs engineered for next-gen rack-scale artificial intelligence ("AI") compute — enabling transformation and scale to stay multiple compute generations ahead. Our global footprint comprises engineering, manufacturing, operations, sales and service locations in more than 40 countries across the Americas, Asia Pacific and Europe, Middle East & Africa. We provide the hardware, software and services to facilitate an increasingly interconnected marketplace of digital systems, where large amounts of indispensable data need to be transmitted, analyzed, processed and stored. Whether this growing quantity of data is managed centrally in hyperscale/cloud locations, distributed at the edge of the network, processed in an enterprise location or managed via a hybrid platform, the underpinnings and operations of all those locations rely on our critical digital infrastructure and services.

Our broad range of offerings includes 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 and services. These comprehensive offerings are integral to the reliable operation of technologies used to support applications that include AI, e-commerce, online banking, file sharing, video on-demand, energy storage, wireless communications, Internet of Things and online gaming. In addition, through our global services network, we provide lifecycle management services, predictive analytics and professional services for deploying, maintaining and optimizing these products and their related systems. Our most prominent brands include Vertiv, Liebert, NetSure, Geist, Energy Labs, ERS, Albér, and Avocent.

We manage our business across three reportable segments based on our main geographic regions—the Americas, Asia Pacific and Europe, Middle East & Africa. For the year ended December 31, 2025, Vertiv’s net sales was $10,229.9, of which 62% was transacted in the Americas; 20% was transacted in Asia Pacific; and 18% was transacted in Europe, Middle East & Africa. This compares with net sales for the year ended December 31, 2024 of $8,011.8, of which 56% was transacted in the Americas, 22% was transacted in Asia Pacific, and 22% in Europe, Middle East & Africa.

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Backlog

Vertiv’s estimated combined order backlog was $15.0 billion and $7.2 billion as of December 31, 2025 and 2024, respectively, as continued strong demand has contributed to an increase in customer orders being placed in advance of our ability to fulfill them. The backlog consists of product and services for which a customer purchase order or purchase commitment has been received and which has not yet been delivered. Orders may be subject to cancellation or rescheduling by the customer.

The majority of the combined backlog as of December 31, 2025 is considered firm and is expected to be shipped within the next 12 to 18 months. We do not believe that Vertiv’s backlog estimates as of any date are necessarily indicative of our net sales for any future period. Additionally, our current backlog estimates are subject to a number of risks, as further detailed in “Item 1A. Risk factors—Risks relating to our customers and our industry—We may not realize all of the sales expected from our backlog of orders and contracts.

Strategic Priorities

Our businesses are focused on the following strategic priorities:

■Maintain Customer Focus

◦Enhance the customer experience through best in-class tools, commercial, technical, delivery, and service execution.

◦Nurture strong customer relationships.

◦Create superior customer value enabling demand and margin expansion.

■Achieve Operational Excellence

◦Continuous process improvement mindset to achieve speed, efficiency, efficacy, and scalability.

◦Achieve pervasive and efficient development and deployment of advanced IT tools and automation.

◦Adopt a rigorous management operating process and cadence.

■Build a High-Performance Culture

◦Foster a culture of accountability, collaboration, and speed.

◦Develop a widespread sense of urgency and reward performance.

◦Deliver on commitments and execute agreed plans rooted in performance achievement, talent development and growth mindset.

■Foster Innovation

◦Be a market leader in our technology and service domains and continue to differentiate through our new products.

◦Develop and introduce processes with effectiveness and velocity.

◦Develop system-level strength that leverages our unique product and services portfolio.

■Reinforce Financial Strength

◦Achieve long- and short-term margin and profit expansion combined with using operational leverage.

◦Drive cash and balance sheet strength through rigorous resource allocation and management.

◦Generate profitable growth and focus on continuous variable margin optimization and develop superior pricing capabilities.

Our Customers

Our customers operate in some of the world's most critical industries. We primarily serve customers across three main end markets: (1) data centers (including hyperscale/cloud, colocation, neocloud and enterprise), (2) communication networks and (3) commercial and industrial applications.

Data Centers: Data centers are purpose-built facilities that enable the processing, storage, and distribution of data across both traditional workloads and high-density compute, including AI training and inference. There are a host of different sizes and types of data centers, but they can be broken down into the following primary classifications:

•Cloud/Hyperscale: These facilities are large in scale, can span multiple acres and are primarily used to support cloud applications. This portion of the industry is growing rapidly with drivers such as adoption of cloud-based data services and AI workloads. Examples of companies in this space include Microsoft, Amazon Web Services, and Google Cloud.

•Colocation: These facilities range in size and offer clients a location where they can place their IT equipment, while the building and critical digital infrastructure is owned by the colocation company. This portion of the industry is on a significant growth trajectory. Examples of companies in this space include Digital Realty, Equinix, Compass, and QTS.

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•Neocloud: These providers deliver AI-optimized cloud infrastructure as a service, offering high-performance compute environments designed for AI and accelerated workloads. This segment is growing rapidly, driven by AI training and inference demand and customers seeking alternatives to traditional hyperscale platforms. Examples of companies in this space include CoreWeave and Nebius.

•Enterprise: This classification refers to the “Fortune 1000” scale businesses that have their own on-premises data centers. The growth of the enterprise market, based on data centers and square footage, has generally been flat for the past three years. Examples of companies in this space include Goldman Sachs, J.P. Morgan, Walmart and Allianz.

Communication Networks: This space is comprised of wireline, wireless, and broadband companies. These companies create content and are ultimately responsible for distributing voice, video, and data to businesses and consumers. They deliver this data through an intricate network of wireline and wireless mediums. Additionally, some of these companies’ locations act as data centers where the data is delivered, processed and stored. This sector has a generally low single-digit growth profile and generally aligned with telecom capex investment and new mobile deployment cycles.

Commercial and Industrial: This space is comprised of commercial and industrial environments where our products keep critical systems running. Examples include transportation, manufacturing, and oil and gas. These applications are growing in their need for intelligent infrastructure and may be regulated or need to satisfy some level of compliance. The growth in this area generally aligns with changes in gross domestic product, and can be further driven by increased automation and digitalization in both light and heavy industrial application environments.

We engage these industries and end users through our global network of direct sales professionals, independent sales representatives, channel partners and original equipment manufacturers. Many of our installations are completed in collaboration with our customers and we work with them from the initial planning phase through delivery and servicing of the completed solution. This depth of interaction supports key customer relationships, sometimes spanning multiple decades.

Our Offerings

We design, manufacture and service critical digital infrastructure technology primarily for data centers, communication networks and commercial and industrial environments. Our principal offerings include products and service & spares.

Products

We identify delivery of products as performance obligations. Such products 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, and software for managing IT equipment.

Services & spares

Global services include both pre-sale and after-sales services, for example, preventative maintenance, project management, acceptance testing, engineering and consulting, performance assessments, remote monitoring, specialized fluid management, training, spare parts, and critical digital infrastructure software. We provide consistent service delivery for critical facilities in all regions of the world with service provided by knowledgeable, local specialists. Regular service of critical equipment supports maximum uptime and often reduces total cost of ownership for customers. We provide full support of critical digital infrastructures when and where our customers need us. Vertiv services are used primarily in data centers, communications facilities, government agencies, utilities, and industrial plants. Across the globe, we operate over 300 service centers and deploy approximately 5,000 service engineers.

Competition

The majority of our competitors target a specific offering or a specific geographic location. Competition in our markets is primarily on the basis of reliability, quality, price, service and customer relationships. Across our three geographic segments, we encounter two principal types of competitors: niche players (e.g., Delta Electronics, Inc., Stulz GmbH, Johnson Controls International PLC, and Socomec Holding SA) and large-scale global competitors (e.g., Schneider Electric, S.E., Eaton Corporation Plc, Legrand SA, and Huawei Investment & Holding Co., Ltd.) We believe we differentiate ourselves through: (i) application expertise and customer collaboration to envision and build future-ready infrastructure; (ii) most complete portfolio and continual innovation; (iii) proven superior reliability and quality; (iv) truly global presence and ability to scale for our customers' operating flexibility and resilience; and (v) our industry-leading global service network to safeguard uptime and support.

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Sales and Marketing

Our customers are located across the globe. We go to market through multiple channels to ensure that we map our coverage to our customers’ buying behaviors and preferences. Our primary selling method is direct sales, and we have approximately 3,000 salespeople located around the world. We also utilize a robust network of channel partners, distributors, IT resellers, and value-added retailers. This network helps extend our global reach to all corners of the world.

Customer Service and Support

We ensure continuous uptime of our customers’ operations so they can perform at their peak and maximize resources. There are five key characteristics that differentiate Vertiv’s customer service and support from competitors:

•Expertise: For over 50 years, Vertiv’s long-tenured service personnel have been trusted advisors to industry leaders and companies of all sizes.

•Reliability & Safety: We provide around the clock, direct access to approximately 5,000 field services engineers and approximately 400 technical support team members.

•Response Time: Vertiv boasts a first-time fix rate of more than 90% during site emergency visits, allowing customers to quickly gain assistance wherever and whenever.

•Global Coverage: We provide a standardized support approach across the globe with more than 300 service centers, keeping our customer sites connected.

•Broad Capabilities: Vertiv offers customers a complete lifecycle of capabilities such as project launch, remote monitoring, on-site project management, energy consumption management and preventive maintenance.

Engineering, Research and Development

We are committed to outpacing our competitors and being first to market with new product developments and improvements. In 2025, Vertiv spent $441.7 on engineering, research and development (“ER&D”). We focus our ER&D budget on new product innovation and engineering continuous improvement. Our global product leaders manage global product lines and engineering organizations with the goal to remain ahead of market trends by leveraging input from our customers, regions, and technology partners. These global groups are also supported by in-region product and engineering teams which are responsible for understanding and adapting our offerings to local market and customer requirements. These teams work closely with our sales and service network, enabling us to obtain and act upon customer feedback to continuously improve our offerings.

Facilities, Operations, Raw Materials and Supply Chain

Our ability to serve our customers on both a global and local level is a key success factor, and we have built, and continue to expand, our manufacturing and operations footprint and capacity with that principle in mind. We have significant manufacturing and operations facilities in the Americas, Asia Pacific and Europe, Middle East & Africa. This well-diversified global network of facilities allows for optimized manufacturing costs, capacity to meet demand, and working capital optimization. Our manufacturing facilities are supported by regional engineering and configuration centers where, if our customers desire, we can tailor our products to the local market and to a given customer’s specific requirements.

We obtain raw materials and supplies from a variety of sources and generally from more than one supplier. We have established a robust supply chain that is complementary to our manufacturing and operations footprint. In addition to providing high quality service to our customers, we follow a diversification strategy to avoid over concentration or a significant dependence on a particular supplier or region. Despite this strategy, it is possible that we may from time to time experience critical part shortages which may drive the need for additional spot buys at increased costs, as well as increased costs associated with premium freight to meet customer commitments. Additionally, logistical issues, import or export restrictions or other supply chain constraints may delay the receipt of materials and, in some cases, we may not be able to procure critical parts at any price, creating production and delivery challenges pressuring the top and bottom line. We continue to take action to enhance our supply chain, such as qualifying new suppliers, and advancing our pricing plan.

Vertiv Operating System

The Vertiv Operating System (“VOS”) leverages a proven foundational approach to operational excellence and executes it at scale to drive greater efficiency, quality, competitive advantage and superior customer experience. Our enterprise approach is articulated in four main pillars: the deployment of the operating system through pervasive lean techniques propagation; the development of an accountable, lean organization aligned to vertical strategic objectives; the creation

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and maintenance of a simple yet robust global operating model; and the empowerment of the organization to drive day-by-day continuous improvement as well as complex business process transformation.

Building on this foundation, we have further strengthened our operating model through the development of a comprehensive performance management system and key performance indicator framework. This framework ensures discipline performance monitoring, promptly identifies deviations, and accelerates agile problem-solving and corrective actions through clear ownership and accountability across the organization. In parallel, we have fostered lean deployment across the organization through a widely adopted Lean Six Sigma belt certification program, providing employees with a common knowledge base, tools, and discipline to drive transformation more autonomously while ensuring consistency, coordination, and rigor. To accelerate lean maturity and embed a high-performance culture, we have also launched a new enhanced VOS capability framework across our manufacturing sites, reinforcing standard work, leadership behaviors and operational excellence practices. In addition, we are progressing toward the establishment of an enterprise Transformation Office that provides a fully integrated and cross-functional end-to-end management for our transformation agenda, encompassing IT enablement — including advanced digital and AI capabilities — and supported by dedicated resources. Finally, we have reinforced our customer-centric approach by bringing together order-to-cash and order-to-fulfillment under a unified end-to-end ownership model. This integration strengthens coordination across functions and manufacturing sites, improves customer order management, and ensures that customer experience remains at the center of our operational and transformation efforts.

Human Capital Resources

As of December 31, 2025, we employed approximately 34,000 full-time and part-time employees. Approximately 41% of our employees are in our manufacturing operations.

Our Culture

Our high-performance culture creates an environment where employees are empowered to collaborate, learn, and teach others through their experiences. We seek people with high integrity who put a premium on learning through experience and those who embrace our core principles, which include safety, integrity and respect, and we expect our employees to emulate and display our core behaviors, which include fostering a customer-first mindset, leading by example and driving continuous improvement.

Investing in our People

Our employees are critical to achieving our business objectives and investing in them is a key component to success. We offer leadership development programs for employees at the early career levels in finance, human resources, sales, services and engineering. We also offer customized programs for target populations to further develop their professional skills, and specialized partnership programs with local universities that lead to obtaining bachelor's and/or master's degrees in technology.

Our offerings include:

•Finance, Human Resources, Sales, Engineering, and Field Services Leadership Development Rotational Programs for early-career employees based in the Americas, Asia, India, Europe, Middle-East, and Africa reporting units.

•Specialized partnership programs with local universities in India, United States, and China for high-potential engineers to earn a post-secondary bachelor and/or a graduate degree.

•Focus development for identified high-potential leaders in early-, mid-, senior-, and leadership-ready positions across multiple functions globally that focus on training in the areas of operational and strategic thinking, offers the opportunity to participate and lead global projects, and obtain global networking and visibility to executive leadership.

•New rotational programs for mid and senior level employees launched in 2025 to focus on accelerating the development for employees who desire to become General Managers and Operational leaders.

•Specialized training for employees based in our support hubs, located in the Philippines, United States, India, and Romania, around key business skills including customer service, finance fundamentals and customer service mindset.

•Leadership training courses were created and launched in 2025 globally to support early and mid-career managers. Content focuses on Vertiv's high performance culture and our leadership philosophy.

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•VOS training is delivered globally. This training, known as VOS Academy, is conducted virtually for salaried employees and all hourly employees receive training at our global manufacturing sites.

Our Strategy

We are committed to attracting, hiring and developing the best and brightest talent and focus significant resources on supporting and managing our global employee population. We believe that we offer our employees competitive pay packages and a broad range of company-paid benefits, and recognize that our success is based in large part on the talents and dedication of those we employ.

Vertiv Career Framework: This framework is intended to highlight a simple and consistent way to organize, reward, and develop careers. Based on global principles with local application, we have created career tracks aligned to market competitive pay practices. Full implementation is ongoing and will highlight a pragmatic pay for performance approach that supports our high-performance culture.

To best facilitate our retention strategy, we have made significant investments in Total Rewards and Talent Acquisition (or "TA"). TA will continue to be a differentiator for Vertiv's high growth aspirations. Our TA team has successfully hired over 2,500 new salaried employees in 2025, with a special emphasis on Engineering, Services, and Operations. To better facilitate speed and simplicity, we are automating the hiring process through Oracle systems, resulting in reduced job requisition creation time and overall time to fill.

Attracting employees is only half our mission. For those new employees, once onboarded, and those employees with many years of dedicated service, the human resource team is focused on delivering a robust talent management system with pillars centered on engagement, development, and inclusion.

Employee Engagement

Fully engaged employees are a key driver of employee productivity and job satisfaction. We engage our employees across the organization through our quarterly enterprise-wide town halls, employee recognition programs, and company-sponsored volunteer events. The "CEO Award", an employee recognition award given weekly during the year by CEO Giordano Albertazzi to recognize individuals who unlock value for our customers, who overcome challenges to solve problems, or who create meaningful, lasting results for our business, has recently completed year two. These individuals embody our core principals and behaviors and keep us on track to achieve our goals through their commitment to our strategic priorities. They understand their role in helping Vertiv achieve its full potential. At an enterprise level, Vertiv was recognized in Greater China by earning the "2025 Ram Charan Award" by the Harvard Business Review China and in Asia our Philippines office earned the "Great Place to Work" certification.

Employee Development

In 2025, Vertiv introduced a leadership model that is based on Vertiv’s strategic behaviors: Drive + Engage. This new model enables a foundation of what it means to lead in a high performance culture effectively, understanding your individual style, and how it presents every day to your direct team and/or peers.

We also provide development and training programs for our employees, including evolved product training for our sales and services organizations, “Leading@Vertiv” a newly revamped global training for our mid-management level employees, "Leadership Essentials Program" for first time managers and “MyFirst90Days” for newly hired employees as key human capital measures and objectives. Additionally, our salaried and services employees participate in our comprehensive annual performance review process meant to encourage a direct conversation where candid feedback can be shared to help our employees develop, achieve their career goals, and drive our high-performance culture. That performance management cycle has been simplified and fully automated within our Oracle systems, linking goal setting to employee feedback, annual performance ratings and compensation awards. A true pillar to drive a high-performance culture.

Inclusion

We believe that innovative solutions are often developed from having diverse viewpoints and perspectives at the table. We endeavor to foster a workplace that supports and promotes inclusion and cultivates respect. One of the best success cases includes establishing employee-led, executive leadership team-sponsored, Employee Resource Groups open to all employees and that are intended to provide opportunities for personal and professional growth, networking, mentorship, and community outreach.

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Employee Safety

A safe and healthy workplace is essential for Vertiv to operate effectively and support long-term business performance. Safety is one of Vertiv’s core principles, and we prioritize the health and safety of our global workforce and anyone who enters our facilities or interacts with our products. We believe we maintain an effective employee health and safety strategy, as reflected by safety performance that compares favorably with certain industry peers, including our total recordable injury rate of 0.35 and our lost time injury rate of 0.18 for the twelve months ended December 31, 2025.

During 2025, we continued to focus on reducing and controlling workplace risks through training, operational discipline, and employee engagement. In connection with this commitment, we continued our enterprise-wide safety engagement efforts, including the ongoing evolution of our “We Lead with Safety” campaign, which emphasizes shared accountability and encourages employees to speak up about safety concerns for themselves and others. Employee participation in proactive safety reporting increased during the year, reflecting growing engagement and a strengthening safety culture across the organization.

These efforts support Vertiv's ongoing objective of improving workplace safety awareness and managing risk across its global operations.

Intellectual Property

Our ability to create, obtain and protect intellectual property (“IP”) is important to the success of our business and our ability to compete. We create IP in our operations globally, and we actively work to protect and enforce our IP rights. We consider our trademarks to be valuable assets, including well-known marks within the industry such as Vertiv, Liebert, NetSure, Geist, Energy Labs, ERS, Albér, and Avocent.

In addition, we integrate licensed third-party technology and IP into certain aspects of our products. Although certain third-party proprietary IP rights are important to our success, we do not believe that we are materially dependent on any particular third-party IP rights.

As of December 31, 2025 Vertiv had approximately 3,000 registered patents and approximately 1,900 pending, published or allowed patent applications, and approximately 1,900 registered trademarks and approximately 200 pending trademark applications.

Environmental, Health and Safety and Responsible Business Practices

Meeting the growing demand for data and critical digital infrastructure while simultaneously mitigating environmental impacts from our operations and products, and governing and managing our business in a responsible manner, are at the heart of our approach to sustainability and responsible business matters.

Mitigating environmental impacts encompasses actions taken to minimize resource consumption and greenhouse gas (“GHG”) emissions, manage materials and waste in our own operations, and provide customers with innovative products and solutions that help them minimize their own energy and water use, carbon footprint, and waste. We continue to work to shrink the carbon footprint of our operations, and we continue to minimize and, where possible, eliminate waste through source reduction and recycling. Throughout our global facilities we continue to implement processes, and to refine, procedures, and policies to track and mitigate environmental impacts. We also solicit local teams to identify action plans for the conservation of energy and water, and the reduction of GHG emissions.

Governing and managing our business in a responsible manner includes, but is not limited to, encouraging inclusion, respecting human rights, developing our employees, implementing data privacy and cybersecurity measures, establishing policies, procedures, and codes of conduct that spell out expectations for our own behavior and that of our suppliers, and working to protect the interests of our company, stockholders, and other stakeholders.

We are subject to a broad range of foreign and domestic environmental, health and safety laws, regulations and requirements. We maintain a robust environmental, health and safety compliance program, including policies and standards, dedicated staff, and periodic auditing and training. We also have a program for complying with the European Union Restriction on the Use of Certain Hazardous Substances and Waste Electrical and Electronic Equipment Directives, the China Restriction of Hazardous Substances law, the European Union Registration, Evaluation, Authorization and Restriction of Chemicals regulation, and similar requirements.

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At sites which we own, lease or operate, or have previously owned, leased or operated, or where we have disposed or arranged for the disposal of hazardous materials, we could incur liability for any potential contamination, and could in the future be liable for additional contamination. Compliance with laws regulating contamination and the discharge of materials into the environment or otherwise relating to the protection of the environment has not had a material effect on our capital expenditures, earnings or competitive position.

Private Placement Warrants

Simultaneously with the closing of the initial public offering ("IPO") of GSAH in June 2018 (prior to the Business Combination in 2020), GSAH closed the private placement of an aggregate of 10,533,333 warrants, each exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Private Placement Warrants”), initially issued to GS DC Sponsor I LLC, a Delaware limited liability company.

On February 24, 2023, 5,266,666 warrants were exercised on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 1,368,194 shares of Class A common stock. On December 6, 2024, 5,266,667 warrants were exercised on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 4,812,521 shares of Class A common stock. As of December 31, 2025, there are no outstanding Private Placement Warrants.

Related Agreements

Amended and Restated Registration Rights Agreement

On the closing date of the Business Combination, we entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), with the initial stockholders of GSAH, VPE Holdings, LLC, an affiliate of Platinum Equity Advisors, LLC (the "Vertiv Stockholder"), and certain other investors, including entities affiliated with our Executive Chairman (collectively, the “RRA Parties”), pursuant to which the RRA Parties are entitled to registration rights in respect of certain shares of Vertiv’s Class A common stock and certain other of our equity securities that are held by the RRA Parties from time to time.

The Vertiv Stockholder and certain other RRA Parties, including an entity controlled by our Chairman (the "Cote Sponsor Member") is entitled to make up to two demand registrations in any 12 month period in connection with an underwritten shelf takedown offering, in each case subject to certain offering thresholds, applicable lock-up restrictions and certain other conditions. In addition, the RRA Parties have certain “piggy-back” registration rights. The Registration Rights Agreement includes customary indemnification and confidentiality provisions. We will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the Registration Rights Agreement.

On February 7, 2020, we filed a registration statement on Form S-1, as amended (the “Registration Statement on Form S-1”), to meet our obligations under the Registration Rights Agreement. The Vertiv Stockholder sold shares of our Class A common stock in the following secondary offerings: (i) 26.0 million shares in August 2020; (ii) 18.0 million shares in November 2020; (iii) 23.1 million shares in November 2021; and (iv) 20.0 million shares in August 2023.

Stockholders Agreement

On the closing date of the Business Combination, the Company, the Cote Sponsor Member, the Vertiv Stockholder, and certain other members entered into a Stockholders Agreement (the “Stockholders Agreement”).

The Stockholders Agreement provides that so long as we have either of the Executive Chairman or the Chief Executive Officer as a named executive officer, we shall take certain actions to include such Executive Chairman or the Chief Executive Officer on the slate of nominees recommended by the Board of Directors (the "Board") for election. Following a sale of Class A common stock on February 27, 2024, the Vertiv Stockholder holds none of our outstanding Class A common stock.

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Corporate Information

Our principal executive offices are located at 505 N. Cleveland Ave., Westerville, Ohio, 43082, and our telephone number is (614) 888-0246. Our website is www.vertiv.com.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the Securities and Exchange Commission (the “SEC”). We are subject to the informational requirements of the Exchange Act, and we file or furnish reports, proxy statements and other information with the SEC. Such reports and other information we file with the SEC are available free of charge at www.vertiv.com when such reports are available on the SEC’s website. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. We periodically provide other information for investors on our corporate website, including press releases and other information about financial performance, information on corporate governance and details related to our annual meeting of stockholders. Our references to website URLs are intended to be inactive textual references only. The information found on, or that can be accessed from or that is hyperlinked to, our website does not constitute part of, and is not incorporated into, this Annual Report.

This Annual Report contains some of our trademarks, service marks and trade names, including, among others, Vertiv, Liebert, NetSure, Geist, Energy Labs, ERS, Albér, and Avocent. Each one of these trademarks, service marks or trade names is either (1) our registered trademark, (2) a trademark for which we have a pending application, or (3) a trade name or service mark for which we claim common law rights. All other trademarks, trade names or service marks of any other company appearing in this Annual Report belong to their respective owners. Solely for convenience, the trademarks, service marks and trade names referred to in this Annual Report are presented without the TM, SM and ® symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our respective rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

Upon the written request of any record holder or beneficial owner of Common Stock entitled to vote at the Annual Meeting, we will, without charge, provide a copy of our Annual Report, including the financial statements and the financial statement schedules, for the fiscal year ended December 31, 2025, as filed with the SEC. Requests should be directed to ir@vertiv.com.