VRT Filings — Vertiv Holdings Co

VRT Filings — Vertiv Holdings Co - FilingSpy

10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗

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Original filing text

Management's Discussion and Analysis

Unless the context otherwise indicates or requires, references to “the Company,” “Vertiv,” “we,” “us” and “our” refer to Vertiv Holdings Co, a Delaware corporation, and its consolidated subsidiaries. In addition, dollar amounts are stated in millions, except for per share amounts. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the Consolidated Financial Statements and the notes thereto included elsewhere in the Annual Report. Cautionary Note Regarding Forward-Looking Statements This Form 10-Q, and other statements that Vertiv may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and as such are not historical facts. Such statements may include, without limitation, those regarding Vertiv’s future financial performance or position, capital structure, indebtedness, business performance, strategy and plans, and expectations and objectives of Vertiv management for future operations and financial performance. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of results of performance. Vertiv cautions that such forward-looking statements are subject to numerous assumptions, risks and uncertainties, which may change over time. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When Vertiv discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, Vertiv’s management at the time of such statements. The forward-looking statements contained in this Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on Vertiv. There can be no assurance that future developments affecting Vertiv will be those that Vertiv has anticipated. Forward-looking statements included in this Form 10-Q speak only as of the date of this filing or any earlier date specified for such statements. Vertiv undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. All subsequent written or oral forward-looking statements attributable to Vertiv or persons acting on Vertiv’s behalf are qualified in their entirety by this Cautionary Note Regarding Forward-Looking Statements. These forward-looking statements involve a number of risks, uncertainties or other assumptions, some of which are beyond Vertiv's control, and may change over time, and may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Vertiv has previously disclosed risk factors in its Securities and Exchange Commission (“SEC”) reports, including those set forth in its Form 10-K for the year ended December 31, 2025 filed on February 13, 2026 (the "2025 Form 10-K"). These risk factors and those included elsewhere in this Form 10-Q, among others, could cause actual results to differ materially from historical performance and include, but are not limited to: risks relating to the continued growth of our customers’ markets; long sales cycles for certain Vertiv products and solutions as well as unpredictable placing or cancelling of customer orders; failure to realize sales expected from our backlog of orders and contracts, disruption of or consolidation in our customer’s markets or categorical shifts in customer technology spending; less leverage with large customer contract terms; failure to mitigate risks associated with long-term fixed price contracts; competition in the industry in which we operate; failure to obtain performance and other guarantees from financial institutions; risks associated with governmental contracts; failure to properly manage production cost changes and supply chain; failure to anticipate market change and competition in the infrastructure technologies; risks associated with information technology disruption or cyber-security incidents; risks associated with the implementation and enhancement of information systems; failure to realize the expected benefit from any rationalization, restructuring and improvement efforts; disruption of, or changes in, Vertiv’s independent sales representatives, distributors and original equipment manufacturers; increase of variability in our effective tax rate costs or liabilities associated with product liability due to global operations subjecting us to income and other taxes in the United States ("U.S.") and numerous foreign entities; costs or liabilities associated with product liability and damage to our reputation and brands; the global scope of Vertiv’s operations, especially in emerging markets; failure to benefit from future significant corporate transactions; risks associated with Vertiv’s sales and operations and expanding global production facilities; risks associated with future legislation and regulation of Vertiv’s customers’ markets; our ability to comply with various laws and regulations including but not limited to, laws and regulations relating to data protection and data privacy; failure to properly address legal compliance issues, particularly those related to imports/exports, anti-corruption laws, and foreign operations; risks associated with foreign trade policy, including tariffs and global trade conflict; risks associated with litigation or claims 23 Table of contents against the Company, including the risk of adverse outcomes to any legal claims and proceedings; our ability to protect or enforce our proprietary rights on which our business depends; third party intellectual property infringement claims; liabilities associated with environmental, health and safety matters; failure to achieve environmental, social and governance goals; failure to realize the value of goodwill and intangible assets; exposure to fluctuations in foreign currency exchange rates; failure to remediate material weaknesses in our internal controls over financial reporting; our level of indebtedness and our ability to comply with the covenants and restrictions contained in our credit agreements; our ability to access funding through capital markets; resales of Vertiv securities may cause volatility in the market price of our securities; our organizational documents contain provisions that may discourage unsolicited takeover proposals; our certificate of incorporation includes a forum selection clause, which could discourage or limit stockholders’ ability to make a claim against it; the ability of our subsidiaries to pay dividends; factors relating to the business, operations and financial performance of Vertiv and its subsidiaries, including: global economic weakness and uncertainty; our ability to attract, train and retain key members of our leadership team and other qualified personnel; the adequacy of our insurance coverage; fluctuations in interest rates materially affecting our financial results and increasing the risk our counterparties default in our interest rate hedges; our incurrence of significant costs and devotion of substantial management time as a result of operating as a public company; expected expenses related to integration of our acquisitions; the possible diversion of management time on issues related to integration of our acquired businesses; the ability of Vertiv to maintain relationships with customers and suppliers of our acquired businesses; and the ability of Vertiv to retain management and key employees of our acquired businesses; and other risks and uncertainties indicated in Vertiv’s SEC reports or documents filed or to be filed with the SEC by Vertiv. Overview We are a global leader in the design, manufacturing and servicing of critical digital infrastructure technology that powers, cools, deploys, secures and maintains electronics that process, store and transmit data. We primarily provide this technology to data centers, communication networks and commercial and industrial environments worldwide. We aim to help create a world where critical technologies always work, and where we empower the vital applications of the digital world. Outlook and Trends Below is a summary of trends and events that are currently affecting, or may in the future affect, our business, operations and short-term outlook: •Trade, Macroeconomic and Geopolitical Environment: The global trade and macroeconomic environment remains dynamic, including the impact of U.S. tariffs and foreign retaliatory measures, the impact of the US-Israel and Iran war, as well as broader geopolitical and foreign policy developments. These factors have affected, and are likely to continue to impact, supply chains, input costs, fuel and transportation costs, customer demand, capital markets and foreign exchange rates. We continue to actively manage these risks through supply chain diversification, regional sourcing strategies, pricing actions, financial hedging, and ongoing evaluation of alternative manufacturing, financial and procurement approaches. Additionally, in February 2026, the Supreme Court issued a decision invalidating tariffs imposed under IEEPA. U.S. Customs and Border Patrol has established a phased administrative process for submitting refund claims for certain IEEPA tariffs. We have initiated a process of submitting refund claims, however, the amount, timing and likelihood of any refund recovery remain uncertain. •Growth and Capacity Expansion: We continue to see very robust growth in demand for data centers supporting artificial intelligence ("AI") and high-performance compute applications and have strategically invested in expanding our global capacity in response to current and anticipated customer demand across key infrastructure segments. For the quarter, our capital investments were significantly higher than the spend in the same quarter of 2025. Looking ahead, we anticipate further investment in global capacity to further bolster operational resiliency and to capture additional demand. These investments build upon prior capacity expansion efforts and are aimed at supporting our global ability to scale our business, with the byproduct of addressing inherent complexities and challenges associated with very robust market growth. •Artificial Intelligence and High-Performance Compute Demand: The continued adoption of AI and high-performance computing is driving increased demand for data center infrastructure, including power, thermal, and infrastructure management solutions. We continue to invest in product and technology innovation, as well as capacity and capability expansions to support this growth and evolving customer requirements. 24 Table of contents •Technology and Portfolio Expansion: Customer requirements are evolving toward higher-density, more complex infrastructure environments, including, but not limited to, hybrid air and liquid cooling architectures, converged physical infrastructure systems, and high voltage direct current power architectures. As the pace of innovation continues to accelerate, we continue to invest in engineering, research and development, further enabling our technology capabilities across the portfolio to support performance, efficiency and scalability requirements. Through close collaboration with leading industry participants, we are aligning our technology roadmap with evolving customer requirements to deliver scalable, efficient and future-ready solutions. •Execution, Speed and Development Efficiency: Customers are increasingly prioritizing speed of deployment, scalability and execution certainty. We continue to invest in prefabricated, modular and factory-integrated solutions designed to reduce on-site complexity and accelerate time-to-deployment. Together, these capabilities support Vertiv’s systems-level approach and enhance our ability to help customers deploy critical digital infrastructure faster, at scale, and with greater predictability as demand continues to grow. RESULTS OF OPERATIONS Comparison of the Three Months Ended June 30, 2026 and Three Months Ended June 30, 2025 (Dollars in millions) Three months ended June 30, 2026 Three months ended June 30, 2025 $ Change % Change Net sales $ 3,274.3 $ 2,638.1 $ 636.2 24.1 % Cost of sales 2,039.4 1,741.5 297.9 17.1 Gross profit 1,234.9 896.6 338.3 37.7 Selling, general and administrative expenses 494.4 395.6 98.8 25.0 Amortization of intangibles 73.7 46.9 26.8 57.1 Restructuring costs (3.9) 1.9 (5.8) (305.3) Foreign currency (gain) loss, net 3.9 2.3 1.6 69.6 Other operating expense (income) 28.9 7.5 21.4 285.3 Operating profit (loss) 637.9 442.4 195.5 44.2 Interest expense (income), net 17.4 21.3 (3.9) (18.3) Other non-operating expense (income) 0.5 — 0.5 — Income tax expense 122.2 96.9 25.3 26.1 Net income (loss) $ 497.8 $ 324.2 $ 173.6 53.5 % Net Sales Net sales were $3,274.3 in the second quarter of 2026, an increase of $636.2, or 24.1%, compared with $2,638.1 in the second quarter of 2025. The increase in sales was primarily driven by higher sales volumes, acquisition related sales of $129.7, positive impacts from foreign currency of $35.9, which were slightly offset by temporary supply chain congestion and multi-phased project execution. Product sales increased $487.5, which included positive impacts from foreign currency of $28.7. Services & Spares sales increased $148.7, which included positive impacts from foreign currency of $7.2. Excluding intercompany sales, net sales were $2,070.8 in the Americas, $719.9 in Asia Pacific, and $483.6 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segment section below. Cost of Sales Cost of sales were $2,039.4 in the second quarter of 2026, an increase of $297.9, or 17.1% compared to the second quarter of 2025. The increase in cost of sales was primarily driven by the impact of higher sales volumes and acquisition related cost of sales. Gross profit was $1,234.9 in the second quarter of 2026, or 37.7% of sales, compared to $896.6, or 34.0% of sales in the second quarter of 2025. Margin expansion in the second quarter of 2026 was primarily driven by the mix of product and service sales. 25 Table of contents Selling, General and Administrative Expenses Selling, general and administrative (“SG&A”) expenses were $494.4 in the second quarter of 2026, an increase of $98.8 compared to the second quarter of 2025. The increase in SG&A was primarily driven by acquisition related SG&A costs and increased compensation costs. SG&A as a percentage of sales were 15.1% in the second quarter of 2026 compared with 15.0% in the second quarter of 2025. Other Operating Expense The remaining other operating expenses includes amortization of intangibles, restructuring costs, foreign currency (gain) loss, and other operating expense (income). These remaining operating expenses were $102.6 for the second quarter of 2026, which was a $44.0 increase from the second quarter of 2025. The increase was primarily due to a $26.8 increase in amortization of intangibles and a $21.4 increase in other operating expense (income), primarily due to the contingent consideration related to our recent acquisitions. Refer to "Note 3 - Acquisitions" for additional information on these acquisitions. Interest Expense Net Interest expense (income), net, was $17.4 in the second quarter of 2026 compared to $21.3 in the second quarter of 2025. The $3.9 decrease was primarily driven by a $9.2 increase in interest income offset by the gain related to interest rate swaps in the prior period. To the extent interest rates continue to fluctuate our interest expense will continue to change, although we expect these changes to be mitigated by our interest rate swaps and interest income. Income Tax Expense Income tax expense was $122.2 in the second quarter of 2026 compared to $96.9 in the second quarter of 2025. The $25.3 increase is primarily due to increased business performance partially offset by discrete tax benefits for stock compensation. The effective rate in the second quarter of 2026 was primarily influenced by favorable impact discrete tax benefits for stock compensation. The effective rate in the second quarter of 2025 was primarily influenced by the discrete tax benefits related to stock compensation. Business Segments The following is detail of business segment results for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Segment profitability is defined as operating profit (loss). Segment margin represents segment operating profit (loss) expressed as a percentage of segment net sales. For reconciliations of segment net sales and earnings to our consolidated results, see “Note 11 — Segment Information,” of our Unaudited Condensed Consolidated Financial Statements. Segment net sales are presented excluding intercompany sales. Americas (Dollars in millions) Three months ended June 30, 2026 Three months ended June 30, 2025 $ Change % Change Net sales $ 2,070.8 $ 1,602.3 $ 468.5 29.2 % Operating profit (loss) 571.4 384.6 186.8 48.6 Margin 27.6 % 24.0 % Americas net sales were $2,070.8 in the second quarter of 2026, an increase of $468.5, or 29.2%, from the second quarter of 2025. The increase in sales was primarily driven by higher sales volume due to products increasing by $345.3 and sales of service & spares increasing by $123.2, which were slightly offset by temporary supply chain congestion and multi-phased project execution. Americas net sales were positively impacted by foreign currency of approximately $6.4. Operating profit (loss) in the second quarter of 2026 was $571.4, an increase of $186.8, or 48.6%, compared with the second quarter of 2025. Margin increased primarily due to the mix of product and service sales in addition to operational leverage. 26 Table of contents Asia Pacific (Dollars in millions) Three months ended June 30, 2026 Three months ended June 30, 2025 $ Change % Change Net sales $ 719.9 $ 560.2 $ 159.7 28.5 % Operating profit (loss) 95.6 59.2 36.4 61.5 Margin 13.3 % 10.6 % Asia Pacific net sales were $719.9 in the second quarter of 2026, an increase of $159.7, or 28.5%, from the second quarter of 2025. The increase in sales was primarily driven by products increasing by $138.4, sales of service & spares increasing by $21.3, and the positive impact of foreign currency of approximately $15.8. Operating profit (loss) in the second quarter of 2026 was $95.6, an increase of $36.4, or 61.5%, compared with the second quarter of 2025, primarily driven by operational leverage and continued cost improvement actions. Europe, Middle East & Africa (Dollars in millions) Three months ended June 30, 2026 Three months ended June 30, 2025 $ Change % Change Net sales $ 483.6 $ 475.6 $ 8.0 1.7 % Operating profit (loss) 124.2 104.2 20.0 19.2 Margin 25.7 % 21.9 % Europe, Middle East & Africa net sales were $483.6 in the second quarter of 2026, an increase of $8.0, or 1.7%, from the second quarter of 2025. The increase in sales was primarily driven by the positive impact of foreign currency of approximately $13.7 compared to the second quarter of 2025. Net sales of products increased by $3.8 and service & spares increased by $4.2. Operating profit (loss) in the second quarter of 2026 was $124.2, an increase of $20.0, or 19.2%, compared with the second quarter of 2025. Margin improved primarily due to project execution improvements. Vertiv Corporate and Other Corporate and other costs include costs associated with our headquarters located in Westerville, Ohio, as well as centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, IT, Legal, Human Resources, and global product platform development and offering management. Total corporate and other costs were $79.6 and $58.7 in the second quarter of 2026 and 2025, respectively. Total corporate and other costs increased $20.9 compared to the second quarter of 2025 primarily due to the $28.8 loss on the change in fair value of contingent consideration associated with the PurgeRite acquisition and offset by a $4.0 decrease in restructuring costs. 27 Table of contents Comparison of the Six Months Ended June 30, 2026 and Six Months Ended June 30, 2025 (Dollars in millions) Six months ended June 30, 2026 Six months ended June 30, 2025 $ Change % Change Net sales $ 5,923.8 $ 4,674.1 $ 1,249.7 26.7 % Cost of sales 3,689.2 3,091.0 598.2 19.4 Gross profit 2,234.6 1,583.1 651.5 41.2 Selling, general and administrative expenses 951.1 741.9 209.2 28.2 Amortization of intangibles 151.3 92.9 58.4 62.9 Restructuring costs (8.8) 3.0 (11.8) (393.3) Foreign currency (gain) loss, net 2.3 4.9 (2.6) (53.1) Other operating expense (income) 60.7 7.3 53.4 731.5 Operating profit (loss) 1,078.0 733.1 344.9 47.0 Interest expense (income), net 13.0 46.6 (33.6) (72.1) Loss on extinguishment of debt 6.2 — 6.2 — Other non-operating expense (income) 0.5 — 0.5 — Income tax expense 170.4 197.8 (27.4) (13.9) Net income (loss) $ 887.9 $ 488.7 $ 399.2 81.7 % Net Sales Net sales were $5,923.8 in the first six months of 2026, an increase of $1,249.7, or 26.7%, compared with $4,674.1 in the first six months of 2025. The increase in sales was primarily driven by higher sales volumes, acquisition related sales of $226.3, and positive impacts from foreign currency of $92.6. Product sales increased $967.6, which included the positive impacts from foreign currency of $72.3. Services & spares sales increased $282.1, which included positive impacts from foreign currency of $20.3. Excluding intercompany sales, net sales were $3,885.2 in the Americas, $1,233.6 in Asia Pacific and $805.0 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segments section below. Cost of Sales Cost of sales were $3,689.2 in the first six months of 2026, an increase of $598.2, or 19.4%, compared to the first six months of 2025. The increase in cost of sales was primarily driven by the impact of higher sales volumes and acquisition related cost of sales. Gross profit was $2,234.6 in the first six months of 2026, or 37.7% of sales, compared to $1,583.1, or 33.9% of sales, in the first six months of 2025. Margin increased in the first six months of 2026 due primarily to the mix of product and service sales in addition to operational leverage and improved project execution. Selling, General and Administrative Expenses SG&A expenses were $951.1 in the first six months of 2026, an increase of $209.2, or 28.2% compared to the first six months of 2025. The increase was primarily driven by increased compensation costs and acquisition related SG&A costs. SG&A as a percentage of sales were 16.1% in the first six months of 2026 compared with 15.9% in the first six months of 2025. Other Operating Expense The remaining other operating expenses includes amortization of intangibles, restructuring costs, foreign currency (gain) loss, and other operating expense (income). These remaining operating expenses were $205.5 for the first six months of 2026, which was a $97.4 increase from the first six months of 2025. The increase was primarily due to a $58.4 increase in amortization of intangibles and a $53.4 increase in other operating expense (income), primarily due to the contingent consideration related to our recent acquisitions. Refer to "Note 3 - Acquisitions" for additional information on these acquisitions. Other operating expenses were slightly offset by a $11.8 decrease in restructuring costs. 28 Table of contents Interest Expense Interest expense (income), net, was $13.0 in the first six months of 2026 compared to $46.6 in the first six months of 2025. The $33.6 decrease in expense is primarily driven by a $13.0 increase of interest income related to the interest rate swap settlement, refer to "Note 10 - Accumulated Other Comprehensive Income (Loss)" for additional information on the settlement, and $13.7 of incremental interest income compared the first six months of 2025. To the extent interest rates continue to fluctuate our interest expense will continue to change, although we expect these changes to be mitigated by our interest rate swaps and interest income. Income Taxes Income tax expense was $170.4 in the first six months of 2026 compared to $197.8 in the first six months of 2025. The $27.4 decrease from the first six months of 2025 and the effective rate in the first six months of 2026 were primarily due to increased business performance, offset by discrete tax benefits for 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 in the first six months of 2025 was primarily influenced by the negative impact a valuation allowance established to account for legislative changes effective in the first quarter of 2025, partially offset by the favorable impact of other discrete items such as stock compensation and changes in deferred tax liabilities. Business Segments The following is detail of business segment results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Segment profitability is defined as operating profit (loss). Segment margin represents segment operating profit (loss) expressed as a percentage of segment net sales. For reconciliations of segment net sales and earnings to our consolidated results, see “Note 11 — Segment Information,” of our Unaudited Condensed Consolidated Financial Statements. Segment net sales are presented excluding intercompany sales. Americas (Dollars in millions) Six months ended June 30, 2026 Six months ended June 30, 2025 $ Change % Change Net sales $ 3,885.2 $ 2,787.6 $ 1,097.6 39.4 % Operating profit (loss) 1,061.6 644.3 417.3 64.8 Margin 27.3 % 23.1 % Americas net sales were $3,885.2 in the first six months of 2026, an increase of $1,097.6, or 39.4%, from the first six months of 2025. The increase in sales was primarily driven by higher sales volumes due to products increasing by $862.9 and sales of service & spares increasing by $234.7. Americas net sales were positively impacted by foreign currency of approximately $13.8. Operating profit (loss) in the first six months of 2026 was $1,061.6, an increase of $417.3, or 64.8%, compared with the first six months of 2025. Margin increased primarily due to the mix of product and service sales in addition to operational leverage. Asia Pacific (Dollars in millions) Six months ended June 30, 2026 Six months ended June 30, 2025 $ Change % Change Net sales $ 1,233.6 $ 1,007.4 $ 226.2 22.5 % Operating profit (loss) 163.0 104.9 58.1 55.4 Margin 13.2 % 10.4 % Asia Pacific net sales were $1,233.6 in the first six months of 2026, an increase of $226.2, or 22.5%, from the first six months of 2025. The increase in sales were primarily driven by products increasing by $185.7, service & spares increasing by $40.5, and the positive impact of foreign currency of approximately $28.9. Operating profit (loss) in the first six months of 2026 was $163.0, an increase of $58.1, or 55.4%, compared with the first six months of 2025. Margin increased primarily driven by operational leverage and continued cost improvement actions. 29 Table of contents Europe, Middle East & Africa (Dollars in millions) Six months ended June 30, 2026 Six months ended June 30, 2025 $ Change % Change Net sales $ 805.0 $ 879.1 $ (74.1) (8.4) % Operating profit (loss) 177.7 182.9 (5.2) (2.8) Margin 22.1 % 20.8 % Europe, Middle East & Africa net sales of $805.0 in the first six months of 2026 decreased by $74.1, or 8.4%, from the first six months of 2025 due to softer market demands from prior periods, specifically in the first quarter of 2026. Sales were positively impacted by foreign currency by approximately $49.9. Net sales of products decreased by $81.0 and services & spares increased by $6.9 compared to the first six months of 2025. Operating profit (loss) in the first six months of 2026 was $177.7, a decrease of $5.2, or 2.8%, compared with the first six months of 2025. Margin increased primarily due to improved project execution. Vertiv Corporate and Other Corporate and other costs were $173.0 and $106.1 in the first six months of 2026 and 2025, respectively. Total corporate and other costs increased by $66.9 compared to the first six months of 2025 primarily due to the $62.0 loss on the change in fair value of contingent consideration associated with the PurgeRite acquisition, an increase in certain employee-related costs, and a decrease in the foreign currency loss. 30 Table of contents Capital Resources and Liquidity Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments and debt service. Capital Expenditures: Our capital expenditures primarily relate to the maintenance of our long-term assets, as well as investments in projects such as capacity and facility expansion, which support growth and innovation to further our enterprise strategy. Our capital expenditures (including capitalized software) were approximately $288.5 during the first six months of 2026. We expect to have capital expenditures (including capitalized software) of $550.0 to $570.0 for the full year 2026 in order to support capacity expansion across the business. We have additional obligations in the ordinary course of our business, beyond those committed for capital expenditures, which consist of debt obligations and other financial instruments. Refer below, as well as to “Note 6 — Debt” and “Note 13 — Commitments and Contingencies” of the Unaudited Condensed Consolidated Financial Statements for more information. In addition, we have uncertain tax positions that are further discussed in “Note 7 — Income Taxes” of the Unaudited Condensed Consolidated Financial Statements. We anticipate lease payment obligations of approximately $110.0 for the full year 2026. We do not have any guarantees or other off-balance sheet financing arrangements, including variable interest entities, which could materially impact our financial condition or liquidity. We and our subsidiaries are party to certain indebtedness arrangements, which include the Senior Secured Notes due 2028, with an outstanding principal amount of $850.0 as of June 30, 2026 (the “Senior Secured Notes”), the Senior Notes in aggregate principal amount $2,100.0, 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”), and the Senior Unsecured Revolving Credit Facility in an aggregate committed amount of $2,500.0 (the “Senior Unsecured Revolving Credit Facility”), a portion of which is available for the issuance of letters of credit. At June 30, 2026, we had $2,810.6 in cash and cash equivalents and $300.0 in short-term investments, which include amounts held outside of the U.S., primarily in Europe and Asia. Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. We are not asserting indefinite reinvestment of cash or outside basis for our non-U.S. subsidiaries due to the outstanding debt obligations in instances where alternative repatriation options, other than dividends, are not available. At June 30, 2026, Vertiv had $2,483.6 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 $16.4. We believe our current cash, cash equivalent, and short-term investment levels, augmented by availability under our Senior Unsecured Revolving Credit Facility, will provide adequate near-term liquidity for the next 12 months of independent operations, allow us to invest for growth in existing businesses, and manage our capital structure on both a short- and long-term basis. We expect to continue to opportunistically access the capital and financing markets from time to time. Access to capital and the availability of financing on acceptable terms in the future will be affected by many factors, including our credit rating, economic conditions, and the overall liquidity of capital markets. However, there can be no assurance that we will continue to have access to the capital and financing markets on acceptable terms. 31 Table of contents Summary Statement of Cash Flows Six Months Ended June 30, 2026 and 2025 (Dollars in millions) 2026 2025 $ Change % Change Net cash provided by (used for) operating activities $ 1,866.6 $ 626.2 $ 1,240.4 198.1 % Net cash provided by (used for) investing activities (780.7) (182.8) (597.9) (327.1) Net cash provided by (used for) financing activities (3.0) (32.9) 29.9 90.9 Capital expenditures (285.9) (81.5) (204.4) (250.8) Investments in capitalized software (2.6) (3.2) 0.6 18.8 Net Cash provided by (used for) Operating Activities Net cash provided by operating activities was $1,866.6 in the first six months of 2026, a $1,240.4 increase in cash generation compared to the first six months of 2025. Net income from operations of $887.9 included $292.4 of net non-cash expense items, consisting of depreciation and amortization of $223.5, change in fair value of contingent consideration of $62.0, non-cash stock-based compensation expense of $30.8, amortization of debt discount and issuance costs of $2.2, and partially offset by deferred taxes of $26.1. Trade working capital provided $678.8 in the first six months of 2026 compared to $95.2 utilized in the first six months of 2025 primarily driven by deferred revenue. Net Cash provided by (used for) Investing Activities Net cash used for investing activities was $780.7 in the first six months of 2026 compared to net cash used for investing activities of $182.8 in the first six months of 2025. The increased use of cash over the comparable period was primarily driven by an increase in acquisition of businesses of $278.1, a $204.4 increase in capital expenditures in order to support capacity expansion across the business, and an increase in net purchases of short-term investments of $97.0. Net Cash provided by (used for) Financing Activities Net cash used for financing activities was $3.0 in the first six months of 2026 compared to $32.9 used for financing activities in the first six months of 2025. The decrease in cash used in 2026 was primarily the result of a $34.4 increase in net proceeds from the issuance and repayment of long-term debt, and a $14.9 net increase related to the exercise of employee stock options, offset by a $19.4 increase in dividend payments. Critical Accounting Policies and Estimates The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Unaudited Condensed Consolidated Financial Statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The preceding discussion and analysis of our consolidated results of operations and financial condition should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q. The 2025 financial statements, as part of the 2025 Form 10-K, includes additional information about us, our operations, our financial condition, our critical accounting policies and accounting estimates, and should be read in conjunction with this Quarterly Report on Form 10-Q. Our significant accounting policies are described in “Note 1 - Description of Business and Summary of Significant Accounting Policies” of the 2025 Form 10-K.

Legal Proceedings

With the exception of the below, we are not a party to any material, pending legal proceedings or claims at June 30, 2026. From time-to-time, we may be a party to, or otherwise involved in, legal proceedings arising in the normal course of business. The nature of our business ordinarily results in a certain amount of pending as well as threatened claims, litigation, investigations, regulatory and legal and administrative cases, matters and proceedings, all of which are considered incidental to the normal conduct of business. When we determine that we have meritorious defenses to the claims asserted, we vigorously defend ourself. We consider settlement of cases when, in management’s judgment, it is in the best interests of both Vertiv and its shareholders to do so. On May 3, 2022, a putative securities class action, In re Vertiv Holdings Co Securities Litigation, 22-cv-3572, was filed against Vertiv, certain of the Company’s officers and directors, and other defendants in the Southern District of New York. Plaintiffs filed an amended complaint on September 16, 2022. The amended complaint alleges that certain of the Company’s public statements were materially false and/or misleading with respect to inflationary and supply chain pressures and pricing issues, and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended. These claims are asserted on behalf of a putative class of all persons and entities that (i) purchased Vertiv securities between February 24, 2021 and February 22, 2022; and/or (ii) purchased Vertiv securities in or traceable to the November 4, 2021 secondary public offering by a selling stockholder pursuant to a resale registration statement. On January 31, 2024, the Court issued an order dismissing the claims under Sections 11, 12(a)(2), and 15 of the Securities Act. The motion to dismiss the claims under Sections 10(b) and 20(a) of the Exchange Act remains pending. On June 9, 2023, two Vertiv shareholders, Matthew Sullivan and Jose Karlo Ocampo Avenido, brought a derivative lawsuit, Sullivan v. Johnson, et al., C.A. No. 2023-0608 (the "Sullivan Action"), against Vertiv (as nominal defendant only) and certain of the Company’s directors and officers in Delaware Court of Chancery for breach of fiduciary duty. Further, on November 19, 2024, another Vertiv shareholder, Laura Hanna, brought a derivative lawsuit, Hanna v. Johnson, et al. (the "Hanna Action"), against Vertiv (as nominal defendant only) and certain of Company’s directors and officers in Delaware Court of Chancery for breach of fiduciary duty. The complaints allege that the named directors and officers caused the Company to issue materially false and/or misleading public statements with respect to inflationary and supply chain pressures and pricing issues, and that the Company suffered damages as a result. The Sullivan Action has been stayed since August 10, 2023 pending the outcome of the motion to dismiss in the securities class action. On February 13, 2025, the Delaware Court of Chancery entered an order that (i) consolidated the Sullivan Action and Hanna Action into a single consolidated derivative lawsuit, In re Vertiv Holdings Co Stockholder Derivative Litigation, Consolidated C.A. No. 2023-0608-NAC (the “Consolidated Derivative Action”), (ii) designated the complaint in the Hanna Action as the operative complaint in the Consolidated Derivative Action, and (iii) stayed the Consolidated Derivative Action on terms identical to those of the existing stay of the Sullivan Action. We believe we have meritorious defenses against the allegations made in the aforementioned lawsuits, which are at the preliminary stages. However, we are unable at this time to predict the outcome of these matters or the amount of any cost associated with their resolution. As of June 30, 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. ITEM 1A. RISK FACTORS

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Risk Factors

Other than as noted below, the Company's risk factors, as of June 30, 2026, have not materially changed from those described in Part 1, Item 1A of our 2025 Form 10-K for the fiscal year ended December 31, 2025. Restrictive covenants in the credit agreement governing our Senior Unsecured Revolving Credit Facility and the indentures governing our Senior Secured Notes and Senior Notes, and any future debt agreements, could restrict our operating flexibility. Our ability to comply with these covenants and other restrictions contained in such documents is not fully within our control, and breaches could trigger adverse consequences. The credit agreement governing our Senior Unsecured Revolving Credit Facility and the indentures governing our Senior Secured Notes and Senior Notes contain covenants and other restrictions that limit certain of our and certain of 34 Table of contents subsidiaries’ ability to take certain actions. These restrictions, though subject to exceptions, may limit our ability to operate our businesses, and may prohibit or limit our ability to enhance our operations or take advantage of potential business opportunities as they arise. Such restrictions include, among other: (a) in the case of our Senior Unsecured Revolving Credit Facility, our ability and in certain cases the ability of our subsidiaries to incur liens, consolidate or merge, incur additional indebtedness and pay dividends and distributions when a default or event of default has occurred and is continuing, in each case, subject to certain thresholds and exceptions, (b) in the case of the Senior Secured Notes, the ability of certain of our subsidiaries to grant liens, undertake mergers and consolidations, dispose of assets, pay dividends or make other restricted payments, incur indebtedness, make certain investments, optionally prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates, in each case, subject to certain thresholds and exceptions, and (c) in the case of our Senior Notes, among other things and subject to certain exceptions, 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. In addition, under our Senior Unsecured Revolving Credit Facility, we are required to comply with a maximum “Consolidated Leverage Ratio” (as defined in the credit agreement that governs our Senior Unsecured Revolving Credit Facility) of 4.00:1.00, calculated on a quarterly basis, as determined on the last day of the most recent fiscal quarter end, with a step-up, at our option, to 4.50:1.00 for the four consecutive fiscal quarters ending after the consummation of an acquisition that involves cash consideration of at least $750 million, subject to certain conditions and limitations contained in the credit agreement governing our Senior Unsecured Revolving Credit Facility. Our ability to comply with these covenants and restrictions may be affected by economic conditions and by financial, market and competitive factors, many of which are beyond our control and future periods will also depend substantially on the pricing and sales volume of our products, our success at implementing cost reduction initiatives and our ability to successfully implement our overall business strategy, among other factors. The breach of any of these covenants or restrictions could result in a default under the credit agreement governing the Senior Unsecured Revolving Credit Facility, the indentures governing the Senior Secured Notes and the Senior Notes or any future debt, including as a result of a cross-default, that would permit the applicable note holders or lenders to terminate any outstanding commitments and declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. In that case, we may be unable to borrow under the Senior Unsecured Revolving Credit Facility, or any future debt, may not be able to repay the amounts due under the Senior Unsecured Revolving Credit Facility, the Senior Secured Notes, the Senior Notes, or any future debt, may not be able to make interest payments on the Senior Unsecured Revolving Credit Facility, the Senior Secured Notes or the Senior Notes and our subsidiaries may not be able make cash available to us, by dividend, debt repayment or otherwise, to enable us to make payments on any future debt, meet other corporate needs or pay dividends. In addition, the noteholders of the Senior Secured Notes or any future secured debtholder, could proceed against the collateral securing that indebtedness. This could have serious consequences to our financial position, results of operations and/or cash flows and could cause us to become bankrupt or insolvent.