October 12, 2026·72 min read

Vertiv Holdings Co (VRT), Financial Analysis

Insights derived from analysing SEC filings. Independent analysis, not a publication of the SEC.

Figures are read from the Forms 10-K for FY2021 to FY2025, the Forms 10-Q for Q1 2025 to Q2 2026, the Forms 8-K of February 2022 to September 2026 with their quarterly earnings exhibits 99.1, acquisition agreement exhibits 2.1 and financing exhibits 1.1, 4.1, 4.2 and 10.1, the proxy statement of April 2026, Schedules 13D from the February 2020 listing through a merger with GS Acquisition Holdings Corp to August 2023, Schedules 13G, Forms 13F and Forms 3, 4 and 144 on the record for central index key 1674101, together with the comparable filings of seven peers and five data center operators. Accession numbers for every filing used appear in the Sources appendix. Market prices are closing prices of 9 October 2026.

Vertiv (VRT) closed at $242.78 on 9 October 2026, 54.9x TTM (trailing twelve months) diluted GAAP EPS of $4.42 and (36.1)% from its 52 week high of $379.94. Q2 2026 net sales rose 24.1% year on year to $3.27bn, organic growth of 17.8% was below guidance of 20% to 24%, and FY2026 net sales guidance rose to $13.8bn to $14.2bn.

Key findings

Q2 2026 net sales were $3.27bn, up 24.1% year on year, with organic growth of 17.8% against guidance of 20% to 24%; GAAP operating margin was 19.5% against 16.8%, adjusted operating margin 22.6%, diluted GAAP EPS $1.27 and adjusted diluted EPS $1.52.
Vertiv raised FY2026 guidance for a second time on 29 July 2026, to net sales of $13.8bn to $14.2bn and adjusted diluted EPS of $6.65 to $6.75 (GAAP $5.82 to $5.92); guidance midpoints imply H2 2026 net sales of $8.08bn, 45.4% above H2 2025.
Backlog was $15.0bn at 31 December 2025, up 108.9% and equal to 1.07x FY2026 guided net sales; management said quarterly reporting of orders and backlog ends (earnings call, 11 February 2026), and current deferred revenue rose from $1.81bn to $3.63bn in H1 2026.
Net cash was $171m at 30 June 2026 against net debt of $1.09bn at 31 December 2025; TTM FCF (free cash flow, operating cash flow less capital expenditure) was $2.93bn, 25.5% of net sales, and the agreed UtilityInnovation Group purchase takes $1.45bn of cash at closing plus up to $1.15bn of earnout.
At the 9 October 2026 close Vertiv traded at 8.1x EV (enterprise value) to TTM sales, 54.9x P / E and 31.9x P / FCF, against peer medians of 4.8x, 38.3x and 30.1x; latest quarter growth was 24.1% against a peer median of 15.3% and TTM FCF margin 25.5% against 13.1%.
Vertiv has one share class with one vote per share; Schedule 13G filings report BlackRock at 7.8% and Vanguard Capital Management at 7.48% at 31 March 2026, and at the 17 June 2026 annual meeting director Joseph van Dokkum received 54.2% of votes for and executive pay 88.4%.
Insiders sold 510,549 shares for $128.17m on open market in 12 months to 10 October 2026 and bought 0; 17 Form 144 notices cover 2.08m shares with a stated market value of $543.20m.
Three scenarios give implied FY2029 prices of $126 (worst case), $308 (base case) and $532 (best case) on adjusted diluted EPS at exit multiples of 20x, 28x and 36x; each is an arithmetic outcome of the assumptions in Table 9.2.

Table 0.1 Vertiv at a glance

Item	Value	Basis
Share price	$242.78	Close, 9 October 2026
Market cap	$93.5bn	Price times 385.0m shares outstanding at 27 July 2026, 10-Q cover
Enterprise value (EV)	$93.3bn	Market cap less net cash
Net cash	$171m	Cash and short term investments of $3.11bn less debt of $2.94bn, 30 June 2026
TTM net sales	$11.48bn	Four quarters to 30 June 2026, up 26.2%
Q2 2026 net sales growth	24.1%	Year on year; organic 17.8%
TTM GAAP operating margin	18.9%	Q2 2026: 19.5%
TTM adjusted (non GAAP) operating margin	22.3%	Company measure; Q2 2026: 22.6%
TTM FCF margin	25.5%	FCF of $2.93bn; operating cash flow less capital expenditure
Backlog	$15.0bn	31 December 2025, latest filed; RPO (remaining performance obligations) is n/a in the filings
EV / sales	8.1x	TTM net sales
P / E	54.9x	Price over TTM diluted GAAP EPS of $4.42; 45.9x TTM adjusted diluted EPS of $5.29
P / FCF	31.9x	Market cap over TTM FCF
Diluted shares	392.7m	Q2 2026 weighted average
FY2029 scenario prices	$126, $308, $532	Worst, base and best case; built on adjusted diluted EPS, while P / E of 54.9x is on GAAP diluted EPS (FY2026 guidance midpoints: $5.87 GAAP, $6.70 adjusted)

Source: 10-Q Q2 2026, 10-K FY2025 and 8-K Exhibit 99.1 of 29 July 2026, SEC filings via SEC-API.io; market data, 9 October 2026.

1 Revenue & Business Model

Vertiv's Q2 2026 net sales were $3.27bn, up 24.1% year on year, and the Americas segment supplied 63.2% of net sales and 72.2% of segment operating profit (10-Q).

Vertiv business model and revenue sources

Vertiv designs, manufactures and services power and cooling equipment for data centers, communication networks and commercial and industrial sites.

Table 1.1 Vertiv business model as filed in the FY2025 10-K

Item	Filed fact
Reportable segments	Americas, Asia Pacific, and Europe, Middle East & Africa (EMEA)
Products	AC and DC power management, air cooled and liquid cooled thermal management, low and medium voltage switchgear, busbar, integrated modular solutions, racks, uninterruptible power supplies (UPS), energy storage, software for managing IT equipment
Services & spares	Preventative maintenance, project management, acceptance testing, remote monitoring, fluid management, spare parts and infrastructure software, delivered from over 300 service centers by about 5,000 service engineers
End markets	Data centers (cloud and hyperscale, colocation, neocloud, enterprise), communication networks, commercial and industrial
Revenue recognition	Majority of sales agreements are satisfied at a point in time; $2.19bn of FY2025 net sales was recognized over time
Backlog definition	Product and service orders with a customer purchase order or purchase commitment received and delivery outstanding; orders may be canceled or rescheduled by the customer
Sales channels	Direct sales by about 3,000 salespeople, plus independent sales representatives, channel partners, distributors and original equipment manufacturers
Competitors named	Schneider Electric, Eaton, Legrand, Huawei, Delta Electronics, Stulz, Johnson Controls, Socomec
Engineering, research and development	$442m in FY2025
Listing	New York Stock Exchange since 7 February 2020, through a business combination with GS Acquisition Holdings Corp

Source: 10-K FY2025, SEC filings via SEC-API.io.

Vertiv revenue by segment and region

H1 2026 Americas net sales rose 39.4% to $3.89bn and EMEA net sales fell 8.4% to $805m; the 10-Q attributes the EMEA decline to softer market demand from prior periods. Acquisitions added $130m to Q2 2026 net sales.

Figure 1.1 Vertiv net sales by segment with share of total, FY2021 to H1 2026

Table 1.2 Vertiv net sales by segment, excluding intersegment sales, with share of total

Period	Americas	Asia Pacific	EMEA	Net sales	Change year on year
Q2 2026	$2.07bn (63.2%)	$720m (22.0%)	$484m (14.8%)	$3.27bn	24.1%
H1 2026	$3.89bn (65.6%)	$1.23bn (20.8%)	$805m (13.6%)	$5.92bn	26.7%
FY2025	$6.39bn (62.4%)	$2.02bn (19.7%)	$1.82bn (17.8%)	$10.23bn	27.7%
FY2024	$4.50bn (56.2%)	$1.72bn (21.4%)	$1.79bn (22.4%)	$8.01bn	16.7%
FY2023	$3.84bn (56.0%)	$1.53bn (22.3%)	$1.49bn (21.7%)	$6.86bn	20.6%
FY2022	$2.73bn (47.9%)	$1.60bn (28.1%)	$1.36bn (23.9%)	$5.69bn	13.9%
FY2021	$2.19bn (43.8%)	$1.61bn (32.2%)	$1.20bn (24.0%)	$5.00bn	14.4%

Source: 10-Q Q2 2026, 10-K FY2025, 10-K FY2023, 10-K FY2021, SEC filings via SEC-API.io.

Figure 1.2 Vertiv segment operating margin, FY2022 to Q2 2026

Table 1.3 Vertiv segment operating profit, before corporate costs, currency and amortization of intangibles, and margin on segment net sales

Period	Americas	Margin	Asia Pacific	Margin	EMEA	Margin	Consolidated operating profit
Q2 2026	$571m	27.6%	$96m	13.3%	$124m	25.7%	$638m
Q2 2025	$385m	24.0%	$59m	10.6%	$104m	21.9%	$442m
H1 2026	$1.06bn	27.3%	$163m	13.2%	$178m	22.1%	$1.08bn
H1 2025	$644m	23.1%	$105m	10.4%	$183m	20.8%	$733m
FY2025	$1.71bn	26.8%	$222m	11.0%	$377m	20.7%	$1.83bn
FY2024	$1.10bn	24.4%	$175m	10.2%	$439m	24.5%	$1.37bn
FY2023	$762m	19.8%	$147m	9.6%	$298m	20.0%	$872m
FY2022	$238m	8.7%	$177m	11.0%	$157m	11.5%	$223m

Source: 10-Q Q2 2026, 10-K FY2025, 10-K FY2024, SEC filings via SEC-API.io.

Table 1.4 Vertiv sales by destination, with share of net sales

Destination	FY2025	FY2024	FY2023	FY2022	FY2021
United States	$6.01bn (58.8%)	$4.09bn (51.0%)	$3.43bn (50.0%)	$2.43bn (42.7%)	$1.87bn (37.5%)
Asia	$2.02bn (19.7%)	$1.70bn (21.2%)	$1.48bn (21.6%)	$1.54bn (27.1%)	$1.56bn (31.2%)
Europe	$1.47bn (14.4%)	$1.52bn (19.0%)	$1.31bn (19.0%)	$1.15bn (20.2%)	$1.05bn (21.1%)
Latin America and Canada	$437m (4.3%)	$427m (5.3%)	$449m (6.5%)	$377m (6.6%)	$319m (6.4%)
Middle East and Africa	$285m (2.8%)	$274m (3.4%)	$197m (2.9%)	$188m (3.3%)	$189m (3.8%)

Source: 10-K FY2025, 10-K FY2024, 10-K FY2023, SEC filings via SEC-API.io.

Vertiv products and services revenue

Services & spares net sales grew 28.6% in Q2 2026 against 23.0% for products, and were 20.4% of net sales against 19.8% in FY2025.

Figure 1.3 Vertiv net sales by offering, products and services & spares, FY2021 to H1 2026

Table 1.5 Vertiv net sales by offering

Period	Products	Change year on year	Services & spares	Change year on year	Services & spares share
Q2 2026	$2.61bn	23.0%	$668m	28.6%	20.4%
H1 2026	$4.70bn	25.9%	$1.23bn	29.9%	20.7%
FY2025	$8.21bn	31.4%	$2.02bn	14.5%	19.8%
FY2024	$6.25bn	18.5%	$1.77bn	11.0%	22.0%
FY2023	$5.27bn	25.2%	$1.59bn	7.5%	23.2%
FY2022	$4.21bn	18.3%	$1.48bn	2.9%	26.0%
FY2021	$3.56bn	16.6%	$1.44bn	9.2%	28.8%

Source: 10-Q Q2 2026, 10-K FY2025, 10-K FY2024, 10-K FY2023, 10-K FY2021, SEC filings via SEC-API.io.

Vertiv backlog and manufacturing footprint

Backlog of $15.0bn at 31 December 2025 equaled 1.07x the FY2026 net sales guidance midpoint of $14.0bn, against 0.70x a year earlier. Management said it would stop reporting quarterly orders and backlog and keep backlog in the annual report (earnings call, 11 February 2026); the last quarterly order figures are in Table 3.4.

Figure 1.4 Vertiv order backlog at year end and ratio to net sales of the following year, 2021 to 2025

Table 1.6 Vertiv order backlog at 31 December

31 December	Backlog	Change year on year	Americas	Asia Pacific	EMEA	Backlog / net sales of following year
2025	$15.0bn	108.9%	n/a	n/a	n/a	1.07x
2024	$7.18bn	29.9%	$4.67bn	$911m	$1.59bn	0.70x
2023	$5.53bn	16.2%	$3.37bn	$616m	$1.55bn	0.69x
2022	$4.75bn	49.0%	$3.34bn	$480m	$937m	0.69x
2021	$3.19bn	73.0%	$1.89bn	$484m	$821m	0.56x

Source: 10-K FY2025, 10-K FY2024, 10-K FY2023, 10-K FY2022, 10-K FY2021, SEC filings via SEC-API.io. Ratio for 2025 uses the FY2026 guidance midpoint of 29 July 2026.

Table 1.7 Vertiv customers, footprint and supply model

Item	Filed fact	Period
Large customers	Communication network, cloud and hyperscale, neocloud and colocation providers form a material portion of the customer base	FY2025
Locations	About 300 offices and manufacturing facilities in over 40 countries	FY2025
Employees	About 34,000, of which about 41% in manufacturing operations	31 Dec 2025
Intersegment sales	EMEA $400m, Asia Pacific $333m, Americas $16m	H1 2026
Capacity additions	Switchgear, busbar and integrated power capacity more than doubled since late 2021; 215,000 square foot plant in Pelzer, South Carolina and a thermal plant in Pune, India added in 2024	FY2025
Supply	Raw materials generally from more than one supplier; commodity exposure to steel, copper, aluminum and electronic components	FY2025

Source: 10-K FY2025, 10-Q Q2 2026, SEC filings via SEC-API.io.

Table 1.8 Changes in Vertiv segment and metric definitions

Change	Detail	First filed
Offering categories	Critical infrastructure & solutions and integrated rack solutions merged into products; services & spares unchanged	FY2024 10-K
Segment operating profit	Costs moved from corporate to segments; FY2023 segment operating profit reduced by $196m in Americas, $101m in Asia Pacific and $82m in EMEA	FY2024 10-K
Backlog delivery period	Majority expected to ship within 12 to 18 months; earlier filings stated within one year	FY2025 10-K
Backlog by segment	Segment table last filed for 31 December 2024; FY2025 gives the total	FY2025 10-K
Sales by destination	Canada grouped with Latin America; earlier filings grouped it with the United States, and FY2021 here sums the filed Canada and Latin America amounts	FY2024 10-K

Source: 10-K FY2025, 10-K FY2024, 10-K FY2023, SEC filings via SEC-API.io.

2 Financial Analysis & Ratios

Q2 2026 operating profit rose 44.2% year on year to $638m on net sales growth of 24.1%, and FCF was $926m, 28.3% of net sales against 10.5% a year earlier (10-Q).

Vertiv Q2 2026 results year on year

Table 2.1 Q2 2026 and H1 2026 against the prior year periods

Line	Q2 2026	Q2 2025	Change	H1 2026	H1 2025	Change
Revenue	$3.27bn	$2.64bn	24.1%	$5.92bn	$4.67bn	26.7%
Gross profit	$1.23bn	$897m	37.7%	$2.23bn	$1.58bn	41.2%
Gross margin	37.7%	34.0%	3.7 pp	37.7%	33.9%	3.9 pp
Operating profit	$638m	$442m	44.2%	$1.08bn	$733m	47.0%
Operating margin	19.5%	16.8%	2.7 pp	18.2%	15.7%	2.5 pp
Adjusted operating profit	$738m	$489m	50.9%	$1.29bn	$826m	56.2%
Adjusted operating margin	22.6%	18.5%	4.0 pp	21.8%	17.7%	4.1 pp
Interest expense, net	$17m	$21m	(18.3)%	$13m	$47m	(72.1)%
Income tax expense	$122m	$97m	26.1%	$170m	$198m	(13.9)%
Net income	$498m	$324m	53.5%	$888m	$489m	81.7%
EPS diluted	$1.27	$0.83	53.0%	$2.26	$1.25	80.8%
Adjusted EPS diluted	$1.52	$0.95	60.0%	$2.70	$1.59	69.8%
Operating cash flow	$1.10bn	$323m	240.6%	$1.87bn	$626m	198.1%
Capital expenditure	$173m	$45m	285.1%	$286m	$82m	250.8%
Free cash flow	$926m	$278m	233.4%	$1.58bn	$545m	190.2%
Free cash flow margin	28.3%	10.5%	17.8 pp	26.7%	11.7%	15.0 pp
Adjusted free cash flow (company definition)	$925m	$277m	234.0%	$1.58bn	$542m	191.4%
Stock based compensation	$14m	$13m	3.8%	$31m	$24m	25.7%

Source: 10-Q Q2 2026; adjusted rows from 8-K Exhibit 99.1 of 29 July 2026; SEC filings via SEC-API.io. Free cash flow (FCF) throughout this report is operating cash flow less capital expenditure; the company's adjusted free cash flow also deducts capitalized software. pp = percentage points.

Figure 2.1 Quarterly revenue and operating margin, GAAP and adjusted

Vertiv adjusted operating profit and adjusted EPS against GAAP

Amortization of intangibles is $151m of the $213m between H1 2026 operating profit and adjusted operating profit. Adjusted EPS is the company's non GAAP measure; GAAP EPS includes those costs.

Table 2.2 Operating profit and diluted EPS, GAAP to adjusted

Line	FY2021	FY2022	FY2023	FY2024	FY2025	H1 2026
Operating profit	$260m	$223m	$872m	$1.37bn	$1.83bn	$1.08bn
Amortization of intangibles	$144m	$216m	$181m	$184m	$200m	$151m
Acquisition, contingent consideration, restructuring and litigation items	$67m	$0m	$0m	$0m	$60m	$61m
Adjusted operating profit	$471m	$439m	$1.05bn	$1.55bn	$2.09bn	$1.29bn
EPS diluted	$0.33	($0.04)	$1.19	$1.28	$3.41	$2.26
Amortization of intangibles, per share	$0.40	$0.57	$0.47	$0.48	$0.52	$0.39
Change in warrant liability, per share	$0.17	$0.00	$0.41	$1.16	$0.00	$0.00
Other items, per share	($0.14)	$0.00	($0.30)	($0.07)	$0.27	$0.05
Adjusted EPS diluted	$0.76	$0.53	$1.77	$2.85	$4.20	$2.70

Source: 8-K Exhibit 99.1 for FY2021, FY2022, FY2023, FY2024, FY2025 and H1 2026, SEC filings via SEC-API.io. Other items per share: nonrecurring tax items, the FY2021 tax receivable agreement gain, term loan amendment and repayment effects and the operating items above. FY2022 diluted EPS of ($0.04) excludes a $91m warrant gain from the numerator; net income was $77m.

Vertiv cash flow and working capital

H1 2026 operating cash flow was $1.87bn against $626m. Current deferred revenue, cash received ahead of delivery, rose $1.82bn in six months to $3.63bn and inventory rose $1.07bn to $2.52bn. Against 30 June 2025, current deferred revenue rose 189.0%, cash and short term investments 78.9%, inventory 78.5%, payables 54.1%, stockholders' equity 52.2%, receivables 32.5% and debt 0.6% (balances in Table 2.7).

Figure 2.2 H1 2026 bridge from net income to free cash flow

Table 2.3 Fixed assets, intangible assets and working capital ratios at 30 June 2026

Line	30 Jun 2026	31 Dec 2025	30 Jun 2025	Change year on year
Property, plant and equipment	$1.18bn	$922m	$666m	77.7%
Goodwill	$2.28bn	$2.03bn	$1.37bn	66.2%
Other intangible assets	$1.80bn	$1.89bn	$1.45bn	23.8%
Current ratio	1.38x	1.55x	1.74x	n/a
DSO, days	119	111	114	n/a
Inventory days	129	82	88	n/a
Payable days	127	98	100	n/a

Source: 10-Q Q2 2026, 10-Q Q2 2025, 10-K FY2025, SEC filings via SEC-API.io. DSO (days sales outstanding), inventory days and payable days use period end balances over TTM net sales or cost of sales.

Figure 2.3 Working capital days, FY2021 to TTM Q2 2026

Vertiv debt, leverage and acquisitions

On 3 March 2026 Vertiv issued $2.10bn of senior unsecured notes, repaid the $2.08bn term loan and replaced an $800m asset based facility with a $2.50bn unsecured revolver (8-K; terms in Tables 5.3 and 5.4). H1 2026 net interest expense of $13m includes a $22.9m gain on settled interest rate swaps per the earnings release reconciliation; TTM interest cover is 41.4x, or 28.8x excluding that gain.

Table 2.4 Debt at 30 June 2026 and 31 December 2025

Instrument	Rate	30 Jun 2026	31 Dec 2025
Term Loan due 2032	5.61% at 31 Dec 2025	$0m	$2.08bn
Senior Secured Notes due 2028	4.125%	$850m	$850m
Senior Notes due 2036	4.850%	$600m	$0m
Senior Notes due 2046	5.650%	$500m	$0m
Senior Notes due 2056	5.800%	$500m	$0m
Senior Notes due 2066	5.950%	$500m	$0m
Other notes, 2027 to 2036	0.55% to 5.12%	$17m	$0m
Unamortized discount and issuance costs	n/a	($27m)	($13m)
Total debt	n/a	$2.94bn	$2.91bn
Revolving credit facility commitment	n/a	$2.50bn	$800m
Liquidity as stated by company	n/a	$5.6bn	$2.6bn

Source: 10-Q Q2 2026, note 6; liquidity from 8-K Exhibit 99.1 of 29 July 2026 and 11 February 2026; SEC filings via SEC-API.io. Revolver covenant caps consolidated net debt at 4.00 times EBITDA (earnings before interest, taxes, depreciation and amortization).

Figure 2.4 Debt against cash and short term investments, with net debt to EBITDA

Table 2.5 Acquisitions closed from Q3 2025 to Q2 2026

Acquisition	Closed	Gross consideration	Cash	Contingent consideration	Goodwill	Intangible assets
PurgeRite	4 Dec 2025	$1.15bn	$1.00bn	$139m	$589m	$445m
Great Lakes	20 Aug 2025	$204m	n/a	n/a	$67m	$108m
Three acquisitions	Q2 2026	$336m	$278m	$29m	$260m	$67m

Source: 10-Q Q2 2026, note 3, SEC filings via SEC-API.io. PurgeRite gross consideration of $1.15bn is $1.00bn cash, $139m contingent consideration at fair value and $10m other; net of $14m cash acquired it is $1.14bn. PurgeRite earnout liability was $206m at 30 June 2026 against a $250m cap. Cash paid for acquisitions, net of cash acquired, was $1.18bn in FY2025 and $278m in H1 2026.

Vertiv income statement, cash flow and balance sheet, five years and by quarter

Table 2.6 Annual financials, FY2021 to FY2025

Line	FY2021	FY2022	FY2023	FY2024	FY2025
Revenue	$5.00bn	$5.69bn	$6.86bn	$8.01bn	$10.23bn
Gross profit	$1.52bn	$1.62bn	$2.40bn	$2.93bn	$3.72bn
Operating profit	$260m	$223m	$872m	$1.37bn	$1.83bn
Interest expense, net	$91m	$147m	$180m	$150m	$86m
Income tax expense	$47m	$90m	$74m	$270m	$409m
Net income	$120m	$77m	$460m	$496m	$1.33bn
Operating cash flow	$211m	($153m)	$900m	$1.32bn	$2.11bn
Capital expenditure	$73m	$100m	$128m	$167m	$220m
Free cash flow	$138m	($253m)	$773m	$1.15bn	$1.89bn
Adjusted free cash flow (company definition)	$136m	($260m)	$778m	$1.14bn	$1.89bn
Stock based compensation	$23m	$25m	$25m	$35m	$46m
Acquisitions, net of cash acquired	$1.16bn	$5.0m	$29m	$18m	$1.18bn
Cash and short term investments	$439m	$261m	$780m	$1.23bn	$1.83bn
Debt	$2.97bn	$3.19bn	$2.94bn	$2.93bn	$2.91bn
Stockholders' equity	$1.42bn	$1.44bn	$2.01bn	$2.43bn	$3.94bn
Total assets	$6.94bn	$7.10bn	$8.00bn	$9.13bn	$12.21bn
Goodwill and other intangible assets	$3.47bn	$3.10bn	$3.00bn	$2.81bn	$3.93bn
Inventory	$616m	$822m	$884m	$1.24bn	$1.46bn
Deferred revenue, current	$239m	$359m	$639m	$1.06bn	$1.81bn

Source: 10-K for FY2021, FY2022, FY2023, FY2024 and FY2025; adjusted free cash flow from the 8-K Exhibit 99.1 filings under Table 2.2, which also carries adjusted operating profit; SEC filings via SEC-API.io. FY2022 deferred revenue is the figure recast in the FY2023 10-K. Net income includes warrant liability losses of $62m in FY2021, $158m in FY2023 and $449m in FY2024 and a gain of $91m in FY2022.

Table 2.7 Quarterly financials, Q1 2025 to Q2 2026

Line	Q1 2025	Q2 2025	Q3 2025	Q4 2025	Q1 2026	Q2 2026
Revenue	$2.04bn	$2.64bn	$2.68bn	$2.88bn	$2.65bn	$3.27bn
Revenue growth year on year	24.2%	35.1%	29.0%	22.7%	30.1%	24.1%
Gross profit	$686m	$897m	$1.01bn	$1.12bn	$1.00bn	$1.23bn
Gross margin	33.7%	34.0%	37.8%	38.9%	37.7%	37.7%
Operating profit	$291m	$442m	$517m	$580m	$440m	$638m
Operating margin	14.3%	16.8%	19.3%	20.1%	16.6%	19.5%
Adjusted operating profit	$337m	$489m	$596m	$668m	$551m	$738m
Adjusted operating margin	16.5%	18.5%	22.3%	23.2%	20.8%	22.6%
Net income	$164m	$324m	$399m	$446m	$390m	$498m
EPS diluted	$0.42	$0.83	$1.02	$1.14	$0.99	$1.27
Adjusted EPS diluted	$0.64	$0.95	$1.24	$1.36	$1.17	$1.52
Operating cash flow	$303m	$323m	$509m*	$1.00bn	$767m	$1.10bn
Capital expenditure	$36m	$45m	$45m	$93m	$113m	$173m
Free cash flow	$267m	$278m	$464m*	$912m	$654m	$926m
Adjusted free cash flow (company definition)	$264m	$277m	$462m	$910m	$653m	$925m
Stock based compensation	$11m	$13m	$14m	$7.2m	$17m	$14m
Cash and short term investments	$1.47bn	$1.74bn	$1.94bn	$1.83bn	$2.50bn	$3.11bn
Debt	$2.93bn	$2.92bn	$2.92bn	$2.91bn	$2.92bn	$2.94bn
Net cash (net debt)	($1.46bn)	($1.18bn)	($978m)	($1.09bn)	($422m)	$171m
Stockholders' equity	$2.67bn	$3.13bn	$3.51bn	$3.94bn	$4.24bn	$4.76bn
Receivables	$2.31bn	$2.83bn	$2.81bn	$3.11bn	$3.15bn	$3.75bn
Inventory	$1.38bn	$1.41bn	$1.44bn	$1.46bn	$1.83bn	$2.52bn
Payables	$1.41bn	$1.61bn	$1.72bn	$1.76bn	$1.95bn	$2.47bn
Deferred revenue, current	$1.10bn	$1.26bn	$1.13bn	$1.81bn	$2.46bn	$3.63bn
Diluted shares	390.1m	389.8m	390.9m	391.7m	392.1m	392.7m

Source: 10-Q for Q1 2025, Q2 2025, Q3 2025, Q1 2026 and Q2 2026; 10-K FY2025; 8-K Exhibit 99.1 for Q1 2025, Q2 2025, Q3 2025, Q4 2025, Q1 2026 and Q2 2026; SEC filings via SEC-API.io. Q4 2025 cash flow is the three month column of the 8-K. *Q3 2025 is as first reported; the full year statements move $26.0m of that quarter's acquisition payment from investing to operating, which gives $483m operating cash flow and $438m free cash flow for Q3 2025.

Vertiv ratio analysis: margins, returns, leverage and efficiency

Table 2.8 Ratio analysis, FY2021 to TTM Q2 2026

Ratio	FY2021	FY2022	FY2023	FY2024	FY2025	TTM Q2 2026
Revenue growth	14.4%	13.9%	20.6%	16.7%	27.7%	26.2%
Gross margin	30.5%	28.4%	35.0%	36.6%	36.3%	38.0%
Operating margin	5.2%	3.9%	12.7%	17.1%	17.9%	18.9%
Adjusted operating margin	9.4%	7.7%	15.3%	19.4%	20.4%	22.3%
Net margin	2.4%	1.3%	6.7%	6.2%	13.0%	15.1%
Free cash flow margin	2.8%	(4.4)%	11.3%	14.4%	18.5%	25.5%
Stock based compensation / revenue	0.5%	0.4%	0.4%	0.4%	0.4%	0.5%
Capital expenditure / revenue	1.5%	1.8%	1.9%	2.1%	2.2%	3.7%
ROE	12.4%	5.4%	26.6%	22.3%	41.8%	43.9%
ROIC	5.8%	3.9%	14.4%	20.9%	23.7%	25.0%
ROA	2.0%	1.1%	6.1%	5.8%	12.5%	13.2%
Asset turnover	0.83x	0.81x	0.91x	0.94x	0.96x	0.87x
Current ratio	1.45x	1.66x	1.74x	1.65x	1.55x	1.38x
Debt / equity	2.10x	2.21x	1.46x	1.20x	0.74x	0.62x
Net debt (net cash)	$2.53bn	$2.93bn	$2.16bn	$1.70bn	$1.09bn	($171m)
Debt / EBITDA	6.1x	6.1x	2.6x	1.8x	1.4x	1.1x
Net debt / EBITDA	5.2x	5.6x	1.9x	1.0x	0.5x	(0.1x)
Interest cover	2.9x	1.5x	4.8x	9.1x	21.3x	41.4x
DSO, days	112	121	116	108	111	119
Inventory days	65	74	72	89	82	129
Inventory turns	5.6x	5.0x	5.0x	4.1x	4.5x	2.8x
Payable days	90	88	81	95	98	127
Deferred revenue / revenue	4.8%	6.3%	9.3%	13.3%	17.7%	31.7%

Source: calculated from the filings under Tables 2.6 and 2.7, SEC filings via SEC-API.io. TTM balance sheet ratios are at 30 June 2026. ROE and ROA use average balances. ROIC (return on invested capital) is operating profit taxed at 21% over average equity plus debt; on period end equity plus debt at 30 June 2026 it is 22.3%, the basis used for all companies in Table 4.4. EBITDA is operating profit plus depreciation and amortization; interest cover is operating profit over net interest expense.

Repurchases were 9.08m shares for $600m in Q1 2024 and $0 since; $2.4bn of the $3.0bn authorization remained at 30 June 2026. Quarterly dividend rose to $0.0625 per share in November 2025 from $0.0375. TTM diluted EPS is $4.42 and TTM adjusted diluted EPS $5.29, each the sum of the last four quarters in Table 2.7; annual EPS is in Table 2.2.

Table 2.9 Free cash flow per share, diluted shares and capital return

Line	FY2021	FY2022	FY2023	FY2024	FY2025	TTM Q2 2026
Free cash flow per share	$0.38	($0.67)	$2.00	$2.98	$4.85	$7.48
Diluted shares	360.1m	378.2m	386.2m	386.3m	390.7m	391.9m
Dividends paid	$3.8m	$3.8m	$9.5m	$42m	$67m	$86m
Share repurchases	$0m	$0m	$0m	$600m	$0m	$0m
Dividends and repurchases / free cash flow	2.8%	n/a	1.2%	55.7%	3.5%	2.9%

Source: filings under Tables 2.6 and 2.7; 10-K FY2025, Item 5; 10-Q Q2 2026, Part II Item 2; SEC filings via SEC-API.io. Stock splits in the period: 0.

3 MD&A & Management Commentary

Vertiv raised FY2026 guidance for a second time on 29 July 2026, to net sales of $13.8bn to $14.2bn and adjusted diluted EPS of $6.65 to $6.75, while Q2 2026 organic net sales growth of 17.8% was below its guided range of 20% to 24% (8-K Exhibit 99.1). Adjusted diluted EPS exceeded the high end of quarterly guidance in each of the last six quarters.

Vertiv guidance versus actual results

Figure 3.1 Quarterly guidance range and reported result, Q1 2025 to Q3 2026

Table 3.1 Quarterly guidance and reported result, Q1 2025 to Q2 2026, with Q3 2026 guidance outstanding

Quarter	Net sales: guidance, reported	Organic growth: guidance, reported	Adjusted operating margin: guidance, reported	Adjusted diluted EPS: guidance, reported	Reported against guidance	Guidance issued	Result issued
Q3 2026	$3.65bn to $3.85bn, n/a	34% to 36%, n/a	24.0% to 25.0%, n/a	$1.77 to $1.83, n/a	Adjusted operating profit guided at $898m to $938m	29 Jul 2026	n/a
Q2 2026	$3.25bn to $3.45bn, $3.27bn	20% to 24%, 17.8%	20.7% to 21.7%, 22.6%	$1.37 to $1.43, $1.52	Net sales $76m below midpoint; organic growth below range; EPS $0.09 above high end	22 Apr 2026	29 Jul 2026
Q1 2026	$2.50bn to $2.70bn, $2.65bn	18% to 26%, 22.6%	18.5% to 19.5%, 20.8%	$0.95 to $1.01, $1.17	Net sales $50m above midpoint; margin 1.3 points and EPS $0.16 above high end	11 Feb 2026	22 Apr 2026
Q4 2025	$2.81bn to $2.89bn, $2.88bn	18% to 22%, 19.3%	22.1% to 22.7%, 23.2%	$1.23 to $1.29, $1.36	Net sales $30m above midpoint; adjusted free cash flow $910m against $470m to $530m guided	22 Oct 2025	11 Feb 2026
Q3 2025	$2.51bn to $2.59bn, $2.68bn	20% to 24%, 28.4%	19.75% to 20.25%, 22.3%	$0.94 to $1.00, $1.24	Net sales $86m, margin 2.05 points and EPS $0.24 above high end	30 Jul 2025	22 Oct 2025
Q2 2025	$2.33bn to $2.38bn, $2.64bn	19% to 23%, 34.0%	18.0% to 19.0%, 18.5%	$0.77 to $0.85, $0.95	Net sales $263m and EPS $0.10 above high end; margin at midpoint	23 Apr 2025	30 Jul 2025
Q1 2025	$1.90bn to $1.95bn, $2.04bn	17% to 21%, 25.3%	16.7% to 17.1%, 16.5%	$0.57 to $0.63, $0.64	Net sales $86m above high end; margin 0.2 points below low end	12 Feb 2025	23 Apr 2025

Source: 8-K Exhibit 99.1 earnings releases of 12 Feb 2025, 23 Apr 2025, 30 Jul 2025, 22 Oct 2025, 11 Feb 2026, 22 Apr 2026 and 29 Jul 2026, SEC filings via SEC-API.io. Adjusted measures are Vertiv's own non GAAP measures.

Vertiv full year 2026 guidance changes

Table 3.2 Full year guidance at each earnings release, FY2026 and FY2025

Year	Issued	Net sales	Organic growth	Adjusted operating profit	Adjusted operating margin	Adjusted diluted EPS	Adjusted free cash flow	What management said
FY2026	29 Jul 2026	$13.80bn to $14.20bn	30% to 32%	$3.29bn to $3.37bn	23.3% to 24.3%	$6.65 to $6.75	$2.4bn to $2.6bn	Current guidance. Release cites demand, growing pipelines and capacity expansions under way; capital expenditure expected at about 4.0% of revenue, the high end of its range.
FY2026	22 Apr 2026	$13.50bn to $14.00bn	29% to 31%	$3.14bn to $3.26bn	22.8% to 23.8%	$6.30 to $6.40	$2.1bn to $2.3bn	Superseded. Raised after Q1 2026 adjusted operating margin of 20.8%; release states capacity expansion is being accelerated.
FY2026	11 Feb 2026	$13.25bn to $13.75bn	27% to 29%	$2.98bn to $3.10bn	22.0% to 23.0%	$5.97 to $6.07	$2.1bn to $2.3bn	Superseded. First FY2026 guide, issued with backlog of $15.0bn; release states ER&D (engineering, research and development) spending and production capacity are being increased.
FY2025	Reported 11 Feb 2026	$10.23bn	26.3%	$2.09bn	20.4%	$4.20	$1.89bn	Reported FY2025 result on the same non GAAP basis.
FY2025	22 Oct 2025	$10.16bn to $10.24bn	26% to 28%	$2.04bn to $2.08bn	20.0% to 20.5%	$4.07 to $4.13	$1.47bn to $1.53bn	Final FY2025 guide. Based on tariff rates active on 20 October 2025; 2025 capital expenditure expected at about $250m.
FY2025	30 Jul 2025	$9.93bn to $10.08bn	23% to 25%	$1.95bn to $2.03bn	19.7% to 20.3%	$3.75 to $3.85	$1.38bn to $1.43bn	Margin midpoint lowered to 20.0% from 20.5% on tariff mitigation costs and operational inefficiencies; long term target of 25% adjusted operating margin by 2029 stated.
FY2025	23 Apr 2025	$9.33bn to $9.58bn	16.5% to 19.5%	$1.89bn to $1.99bn	19.75% to 21.25%	$3.45 to $3.65	$1.25bn to $1.35bn	Net sales midpoint raised by $250m; EPS midpoint held at $3.55 with tariff rates of 22 April 2025 assumed through year end.
FY2025	12 Feb 2025	$9.13bn to $9.28bn	15% to 17%	$1.91bn to $1.96bn	20.8% to 21.2%	$3.50 to $3.60	$1.28bn to $1.33bn	First FY2025 guide; excluded potential effects of tariff and tax policy changes by the new U.S. administration.

Source: 8-K Exhibit 99.1 earnings releases linked under Table 3.1, SEC filings via SEC-API.io.

Figure 3.2 Full year guidance midpoint at each earnings release, FY2025 and FY2026

Guidance midpoints place 58% of FY2026 net sales in H2 2026.

Table 3.3 H2 2026 implied by arithmetic on H1 2026 results and guidance midpoints of 29 July 2026

Measure	H1 2026 reported	Q3 2026 guidance midpoint	Q4 2026 implied	H2 2026 implied	FY2026 guidance midpoint
Net sales	$5.92bn	$3.75bn	$4.33bn	$8.08bn	$14.00bn
Change year on year	26.7%	40.1%	50.2%	45.4%	36.9%
Adjusted operating profit	$1.29bn	$918m	$1.12bn	$2.03bn	$3.33bn
Adjusted operating margin	21.8%	24.5%	25.8%	25.2%	23.8%
Adjusted diluted EPS	$2.70	$1.80	$2.20	$4.00	$6.70
Adjusted free cash flow	$1.58bn	n/a	n/a	$922m	$2.50bn

Source: 8-K Exhibit 99.1 of 29 July 2026, SEC filings via SEC-API.io.

Vertiv orders, book to bill and backlog

Figure 3.3 Backlog, current deferred revenue and book to bill by quarter

Table 3.4 Order metrics as stated in each earnings release, Q4 2024 to Q4 2025, the latest quarter with order metrics

Quarter	Organic orders, year on year	Organic orders, sequential	TTM organic orders	Book to bill	Backlog
Q4 2025	about 252%	117%	about 81%	about 2.9x	$15.0bn, up 109%
Q3 2025	about 60%	20%	21%	about 1.4x	$9.5bn
Q2 2025	about 15%	about 11%	about 11%	about 1.2x	$8.5bn
Q1 2025	about 13%	about 21%	about 20%	about 1.4x	$7.9bn
Q4 2024	n/a	n/a	about 30%	n/a	n/a

Source: 8-K Exhibit 99.1 earnings releases linked under Table 3.1, SEC filings via SEC-API.io. Book to bill is orders divided by net sales. Current deferred revenue by quarter is in Table 2.7.

Vertiv's 10-Q attributes a $679m H1 2026 trade working capital inflow primarily to deferred revenue.

Vertiv regional trends in Americas, Asia Pacific and EMEA

Table 3.5 Organic net sales growth and adjusted operating margin by region

Quarter	Americas organic growth	Americas margin	Asia Pacific organic growth	Asia Pacific margin	EMEA organic growth	EMEA margin
Q2 2026	21.1%	27.6%	25.7%	13.3%	(2.4)%	25.7%
Q1 2026	44.3%	27.0%	12.0%	13.1%	(29.4)%	16.6%
Q4 2025	46.2%	30.1%	(9.3)%	9.9%	(14.1)%	22.1%
Q3 2025	43.0%	29.3%	21.3%	13.2%	(4.0)%	18.8%
Q2 2025	43.2%	24.0%	36.8%	10.6%	7.0%	21.9%
Q1 2025	28.8%	21.9%	36.4%	10.2%	7.2%	19.5%

Source: 8-K Exhibit 99.1 earnings releases linked under Table 3.1, SEC filings via SEC-API.io.

Figure 3.4 Organic net sales growth by region, Q1 2025 to Q2 2026

Organic net sales in EMEA fell in each of the last four quarters. Management guided Q3 2026 organic growth in the high 30s% for Americas and Asia Pacific and in the mid to high teens for EMEA, and FY2026 EMEA organic growth in low single digits (earnings call, 29 July 2026).

Vertiv tariffs, capacity expansion and liquid cooling

Table 3.6 Trends and risks management names, with source and date

Theme	What management said	Source and date
AI demand	MD&A reports continued growth in demand for data centers supporting AI and high performance compute, and capital investment in Q2 2026 above the Q2 2025 level.	10-Q, 29 Jul 2026
Revenue timing	Release states that Q2 2026 revenue reflected minor timing shifts, caused by temporary supply chain congestion and project execution in several phases. Management placed the shifts mainly in Americas, expected them to resolve in H2 2026 and said guidance allows for continued congestion (Earnings call, 29 July 2026).	8-K Exhibit 99.1, 29 Jul 2026
Tariffs	Supreme Court invalidated tariffs under the International Emergency Economic Powers Act (IEEPA) in February 2026. Vertiv has started submitting refund claims; amount, timing and likelihood of recovery are stated as uncertain and any gain is recognized on realization.	10-Q, 29 Jul 2026
Tariffs and margin	FY2025 gross margin was 36.3% against 36.6%; MD&A states that "benefits from higher sales volume and improved price realization were offset by cost inflation, particularly related to tariffs". Q2 2026 gross margin was 37.7% against 34.0%, attributed to product and service mix.	10-K, 13 Feb 2026; 10-Q, 29 Jul 2026
Price and cost	Q2 2026 adjusted operating margin of 22.6%, up 410 basis points, is attributed to operational execution, productivity and favorable price against cost including tariff effects and countermeasures.	8-K Exhibit 99.1, 29 Jul 2026
Capacity expansion	FY2026 capital expenditure including capitalized software is expected at $550m to $570m, up from $425m to $525m in the annual report and $226.4m spent in FY2025; H1 2026 spend was $288.5m. Management named Johor in Malaysia, five plant expansions in Americas and chiller capacity in EMEA (Earnings call, 29 July 2026).	10-Q, 29 Jul 2026; 10-K, 13 Feb 2026
Liquid cooling	MD&A names hybrid air and liquid cooling, converged physical infrastructure and high voltage direct current power as the directions of customer requirements. Management gave customer validation of 800V direct current at rack level in 2026 and deployment in 2027 (Earnings call, 29 July 2026).	10-Q, 29 Jul 2026
EMEA	Release announced an accelerated EMEA restructuring program and expected improving EMEA market conditions in H2 2026; FY2025 restructuring costs were $54.5m. H1 2026 EMEA net sales fell 8.4%, attributed to softer market demand in prior periods.	8-K Exhibit 99.1, 22 Oct 2025; 10-K, 13 Feb 2026; 10-Q, 29 Jul 2026
Capital return	Management said share repurchases are evaluated as opportunities arise (Earnings call, 29 July 2026). Dividend payments rose by $19.4m in H1 2026.	10-Q, 29 Jul 2026

Source: 10-Q Q2 2026, 10-K FY2025 and earnings releases linked under Table 3.1, SEC filings via SEC-API.io; earnings call statements in indirect speech.

Adjusted operating profit excluded amortization of intangibles alone through Q2 2025; restructuring costs were added in Q3 2025, contingent consideration and merger costs in Q4 2025.

Table 3.7 Operating profit, GAAP to adjusted, three months ended 30 June

Line, $m	Q2 2026	Q2 2025	Change
Operating profit, GAAP	637.9	442.4	44.2%
Amortization of intangibles	73.7	46.9	57.1%
Contingent consideration	28.8	0.0	n/a
Restructuring costs, global programs	(3.9)	0.0	n/a
Mergers and acquisition costs	1.9	0.0	n/a
Adjusted operating profit	738.4	489.3	50.9%

Source: 8-K Exhibit 99.1 of 29 July 2026, SEC filings via SEC-API.io.

4 Sector & Competitor Analysis

Vertiv trades at 8.1x EV to TTM net sales and 54.9x TTM diluted GAAP EPS at the 9 October 2026 close of $242.78, against peer medians of 4.8x and 38.3x. Q2 2026 net sales growth of 24.1% compares with a peer median of 15.3%, and TTM FCF margin of 25.5% with 13.1%.

Data center power and cooling market size

Table 4.1 Sector size and demand estimates from named public research

Measure	Base	Estimate	Growth	Source
Data center physical infrastructure, manufacturer revenue, world	$12bn in Q1 2026	n/a	28% year on year; thermal management nearly 50%	Dell'Oro Group, reported 7 July 2026
Data center physical infrastructure, manufacturer revenue, world	2025	$120bn in 2030	22% compound annual growth rate, 2025 to 2030	Dell'Oro Group five year forecast of July 2026, reported 19 August 2026
Data center electricity consumption, world	415 TWh in 2024, 1.5% of world consumption	945 TWh in 2030; 1,200 TWh in 2035	12% a year since 2017	IEA, Energy and AI, April 2025
Data center electricity demand, world	2025	n/a	17% in 2025 against 3% for all electricity demand	IEA, Key Questions on Energy and AI, reported 20 April 2026
Data center electricity use, United States	176 TWh in 2023, 4.4% of US electricity	325 TWh to 580 TWh in 2028, 6.7% to 12%	n/a	Lawrence Berkeley National Laboratory, December 2024

Figure 4.1 Data center electricity consumption estimates

Hyperscaler capital expenditure from filings

Microsoft, Meta, Alphabet, Amazon and Oracle bought $465bn of property and equipment in their latest fiscal years against $259bn a year earlier (up 79.7%), and $586bn in the TTM to their latest filings.

Table 4.2 Purchases of property and equipment, cash flow statement

Company	Latest fiscal year	Amount	Prior fiscal year	Growth	Latest year to date	Same period a year earlier	TTM
Microsoft	FY2026 (June)	$115.9bn	$64.6bn	79.6%	n/a	n/a	$115.9bn
Meta	FY2025	$69.7bn	$37.3bn	87.1%	$49.1bn (H1 2026)	$29.5bn	$89.3bn
Alphabet	FY2025	$91.4bn	$52.5bn	74.1%	$80.6bn (H1 2026)	$39.6bn	$132.4bn
Amazon	FY2025	$131.8bn	$83.0bn	58.8%	$98.4bn (H1 2026)	$57.2bn	$173.0bn
Oracle	FY2026 (May)	$55.7bn	$21.2bn	162.4%	$28.5bn (Q1 FY2027)	$8.5bn	$75.7bn
Total	n/a	$464.6bn	$258.6bn	79.7%	n/a	n/a	$586.4bn

Source: SEC filings via SEC-API.io: Microsoft 10-K; Meta 10-K and 10-Q; Alphabet 10-K and 10-Q; Amazon 10-K and 10-Q; Oracle 10-K and 10-Q. Finance leases are excluded.

Figure 4.2 Purchases of property and equipment at five data center operators

Vertiv versus Eaton, nVent, Trane and other peers

Peer set: seven US listed companies with a current 10-K and 10-Q that sell data center power, switchgear or cooling equipment; Vertiv's 10-K names Eaton and Johnson Controls as competitors.

Table 4.3 Growth, margins and cash flow, GAAP, TTM to 30 June 2026

Company	TTM revenue	Latest quarter growth	Latest fiscal year growth	Gross margin	Operating margin	FCF margin	SBC % of revenue	R&D % of revenue
Vertiv (VRT)	$11.5bn	24.1%	27.7%	38.0%	18.9%	25.5%	0.5%	4.3%
Eaton (ETN)	$30.0bn	21.4%	10.3%	35.9%	17.5%	13.1%	n/a	2.9%
nVent (NVT)	$4.8bn	52.8%	29.5%	37.0%	17.1%	13.7%	0.8%	2.0%
Hubbell (HUBB)	$6.2bn	15.3%	3.8%	35.2%	20.2%	14.5%	0.5%	about 1%
Modine (MOD), Q1 FY2027	$3.4bn	28.0%	23.1%	22.2%	10.1%	3.0%	0.7%	0.9%
Trane Technologies (TT)	$22.2bn	10.6%	7.5%	35.4%	17.9%	16.1%	0.4%	1.6%
Carrier (CARR)	$22.1bn	3.9%	(3.3)%	24.3%	7.8%	8.3%	0.3%	2.9%
Johnson Controls (JCI), Q3 FY2026	$25.0bn	9.3%	2.8%	36.7%	12.0%	12.7%	0.5%	1.2%
Peer median, excluding Vertiv	n/a	15.3%	7.5%	35.4%	17.1%	13.1%	0.5%	1.8%

Source: SEC filings via SEC-API.io: Vertiv 10-K and 10-Q; Eaton 10-K and 10-Q; nVent 10-K and 10-Q; Hubbell 10-K and 10-Q; Modine 10-K and 10-Q; Trane Technologies 10-K and 10-Q; Carrier 10-K and 10-Q; Johnson Controls 10-K and 10-Q. Latest quarter is Q2 2026 unless stated. Margins are TTM; R&D is for the latest fiscal year, and Hubbell files it as a rounded share of net sales. SBC = share based compensation. Operating income for Eaton and Johnson Controls is income before income taxes plus interest expense or net financing charges.

Figure 4.3 Latest quarter revenue growth and TTM operating margin, Vertiv and seven peers

Table 4.4 Returns, leverage and order book at 30 June 2026

Company	Inventory days	ROIC	Total debt	Net debt (net cash)	Net debt / EBITDA	RPO	RPO / TTM revenue
Vertiv (VRT)	129	22.3%	$2.9bn	($171m)	(0.1)x	n/a	n/a
Eaton (ETN)	103	10.2%	$20.6bn	$19.9bn	3.1x	$24.1bn	0.80x
nVent (NVT)	63	11.9%	$1.5bn	$1.2bn	1.2x	$2.5bn	0.52x
Hubbell (HUBB)	115	10.7%	$5.4bn	$5.0bn	3.3x	n/a	n/a
Modine (MOD)	85	15.5%	$528m	$433m	1.0x	n/a	n/a
Trane Technologies (TT)	67	23.7%	$4.6bn	$3.3bn	0.8x	n/a	n/a
Carrier (CARR)	60	5.4%	$12.0bn	$10.6bn	3.5x	n/a	n/a
Johnson Controls (JCI)	45	10.3%	$9.5bn	$8.8bn	2.3x	$27.1bn	1.08x
Peer median, excluding Vertiv	67	10.7%	n/a	n/a	2.3x	n/a	n/a

Source: SEC filings listed under Table 4.3, via SEC-API.io. ROIC = TTM operating income taxed at 21% over period end debt plus equity. Eaton's total debt rose from $9.9bn and Hubbell's from $2.3bn at 31 December 2025.

Vertiv valuation multiples versus peers

Table 4.5 Valuation at the 9 October 2026 close

Company	Share price	Shares outstanding	Market cap	EV	EV / sales	EV / EBITDA	P / E	P / FCF
Vertiv (VRT)	$242.78	385.0m	$93.5bn	$93.3bn	8.1x	36.4x	54.9x	31.9x
Eaton (ETN)	$429.65	388.4m	$166.9bn	$186.8bn	6.2x	29.0x	43.8x	42.4x
nVent (NVT)	$167.43	161.9m	$27.1bn	$28.3bn	5.9x	26.8x	45.9x	41.1x
Hubbell (HUBB)	$474.11	52.8m	$25.0bn	$30.0bn	4.8x	20.1x	28.1x	27.8x
Modine (MOD)	$181.56	53.1m	$9.6bn	$10.1bn	3.0x	23.8x	67.7x	96.2x
Trane Technologies (TT)	$476.98	220.0m	$104.9bn	$108.2bn	4.9x	24.7x	36.1x	29.3x
Carrier (CARR)	$55.56	824.3m	$45.8bn	$56.4bn	2.6x	18.8x	38.3x	25.0x
Johnson Controls (JCI)	$157.44	605.7m	$95.4bn	$104.2bn	4.2x	27.7x	27.7x	30.1x
Peer median, excluding Vertiv	n/a	n/a	n/a	n/a	4.8x	24.7x	38.3x	30.1x

Source: market data, 9 October 2026; share counts and financial data from the SEC filings listed under Table 4.3, via SEC-API.io. Market cap uses shares on the latest 10-Q cover. EV = market cap plus net debt. P / E = price over TTM diluted GAAP EPS. P / FCF = market cap over TTM FCF.

On FY2026 net sales guidance of $14.0bn at the midpoint, Vertiv's EV is 6.7x sales.

Figure 4.4 Valuation multiples at the 9 October 2026 close

Schneider Electric and Legrand data center exposure

Table 4.6 European competitors, H1 2026 company reported figures

Company	Revenue	Reported growth	Organic growth	Adjusted operating margin	Data center disclosure
Schneider Electric	€21.2bn	9.8%	14.0%	19.3% (adjusted EBITA)	Data center and networks sales grew at a double digit rate in Q2 2026
Legrand	€5.4bn	13.1%	9.8%	20.8%	Data centers 32% of revenue, organic growth above 30%

Source: Schneider Electric half year 2026 results, 30 July 2026; Legrand 2026 first half results, 29 July 2026.

5 Material Events & Contracts

Vertiv agreed on 1 September 2026 to buy UtilityInnovation Group (UIG), a maker of microgrid controls and switchgear for data centers, for $1.45bn cash at closing plus up to $1.15bn of earnout; closing is expected in Q4 2026 (8-K). Vertiv filed 19 reports on Form 8-K between 10 October 2025 and 10 October 2026: 8 on acquisitions, 4 on results, 4 on dividends and 1 each on financing, a CFO change and the annual meeting.

Figure 5.1 Form 8-K filings by type, October 2025 to September 2026

Vertiv 8-K filings in the last twelve months

Table 5.1 Form 8-K filings, 10 October 2025 to 10 October 2026, newest first

Filed	Items	Event	Accession number
24 Sep 2026	7.01, 9.01	Agreement to acquire King Environmental Services Ltd., a fluid management, commissioning and load testing provider based near Dublin, Ireland; closing expected in Q4 2026; financial terms undisclosed and described as immaterial to results.	0001628280-26-063311
2 Sep 2026	1.01, 7.01, 9.01	Merger agreement of 1 September 2026 to acquire Utility Innovation Holdings, Inc. for about $1.45bn cash at closing plus up to $1.15bn in two earnout tranches; press release puts the closing price at about 13x expected 2027 EBITDA.	0001193125-26-379306
2 Sep 2026	8.01, 9.01	Quarterly cash dividend of $0.0625 per share declared, payable 24 September 2026; cutoff date for holders 14 September 2026.	0001628280-26-059961
29 Jul 2026	2.02, 7.01, 9.01	Q2 2026 results (Table 2.1); FY2026 guidance raised (Table 3.2); liquidity $5.6bn.	0001628280-26-050323
18 Jun 2026	5.07	Annual meeting of 17 June 2026: 330.5m of 384.1m shares represented (86.05%); voting results in Table 6.5.	0001628280-26-044317
12 Jun 2026	7.01, 9.01	Acquisition of ThermoKey S.p.A. completed; ThermoKey, founded in 1991, makes dry coolers and heat exchangers in Rivarotta, Italy.	0001628280-26-042641
3 Jun 2026	8.01, 9.01	Quarterly cash dividend of $0.0625 per share declared, payable 25 June 2026; cutoff date for holders 15 June 2026.	0001628280-26-040031
27 Apr 2026	7.01, 9.01	Acquisition of Strategic Thermal Labs LLC, a designer of cold plates and server side liquid cooling; price undisclosed.	0001628280-26-027297
22 Apr 2026	2.02, 7.01, 9.01	Q1 2026 results (Table 2.7); FY2026 guidance raised (Table 3.2); liquidity $5.0bn.	0001628280-26-026379
13 Apr 2026	7.01, 9.01	Acquisition of BMarko Structures LLC, a structural fabricator in Williamston, South Carolina with a facility of about 560,000 square feet; price undisclosed.	0001628280-26-024824
24 Mar 2026	7.01, 9.01	Agreement of 23 March 2026 to acquire ThermoKey S.p.A.; closing expected in Q2 2026; price undisclosed.	0001193125-26-120863
6 Mar 2026	8.01, 9.01	Quarterly cash dividend of $0.0625 per share declared, payable 26 March 2026; cutoff date for holders 17 March 2026.	0001628280-26-015494
3 Mar 2026	1.01, 1.02, 2.03, 7.01, 8.01, 9.01	$2.1bn of senior unsecured notes issued (Table 5.3); new $2.5bn unsecured revolving credit facility; term loan repaid in full and $800m asset based revolver replaced (Table 5.4); ratings Baa3 from Moody's and BBB minus from S&P and Fitch.	0001193125-26-088484
11 Feb 2026	2.02, 7.01, 9.01	Q4 2025 and FY2025 results (Table 2.6); backlog $15.0bn; first FY2026 guidance (Table 3.2).	0001674101-26-000006
5 Dec 2025	2.01, 7.01, 9.01	Acquisition of Purge Rite Intermediate, LLC completed on 4 December 2025 for about $1.0bn cash plus up to $250m contingent cash.	0001674101-25-000031
14 Nov 2025	7.01, 9.01	Regular annual dividend raised 67% from $0.15 to $0.25 per share; Q4 2025 dividend of $0.0625 declared on 13 November 2025, payable 18 December 2025; cutoff date for holders 25 November 2025.	0001674101-25-000028
3 Nov 2025	1.01, 7.01, 9.01	Securities purchase agreement of 31 October 2025 to acquire Purge Rite Intermediate, LLC for about $1.0bn cash plus up to $250m contingent cash; the press release names Milton Street Capital LLC as the seller and puts the price at about 10.0x expected 2026 EBITDA including cost synergies.	0001193125-25-261623
22 Oct 2025	2.02, 7.01, 9.01	Q3 2025 results (Table 2.7); backlog $9.5bn (Table 3.4).	0001674101-25-000020
14 Oct 2025	5.02, 7.01, 9.01	Craig Chamberlin appointed CFO effective 10 November 2025; David Fallon retired as CFO effective 9 November 2025 and consults through 31 December 2026.	0001628280-25-044836

Source: Forms 8-K and exhibits linked in each row, SEC filings via SEC-API.io.

Vertiv acquisitions: UtilityInnovation Group, PurgeRite, ThermoKey

PurgeRite's earnout liability of $206m at 30 June 2026 is 82% of the $250m cap, after a $62.0m charge in H1 2026. UIG's $1.45bn closing payment compares with $3.11bn of cash and short term investments at 30 June 2026; the press release puts the price at about 13x expected 2027 EBITDA.

Figure 5.2 Acquisition consideration: cash at closing and maximum contingent cash

Table 5.2 Acquisition agreements and completed acquisitions

Target	Business	Signed and closed	Consideration	Earnout and price adjustment	Conditions and termination
Utility Innovation Holdings, Inc. (UIG), Raleigh, North Carolina	Microgrid controls, microgrid switchgear and behind the meter power design for data centers; founded 2020	Signed 1 Sep 2026; closing expected Q4 2026	Base purchase price $1.45bn cash, adjusted for working capital, cash, debt and transaction expenses; paid to stockholders, vested option holders and warrant holders through a merger with Vultra Merger Sub, Inc.	Two tranches of up to $575m each: tranche one on adjusted EBITDA for 1 Oct 2026 to 30 Sep 2027, tranche two on cumulative adjusted EBITDA for 1 Oct 2026 to 30 Sep 2028; each pays $575m times actual over target, $0 below 50% of target, capped at $575m; targets sit in Schedule 2.09(a), which the filed exhibit omits; UIG's Storm and UtilityInfrastructure segments are excluded from earnout EBITDA	Expiry of the HSR Act antitrust waiting period, listed foreign antitrust and foreign investment approvals, absence of a prohibiting court order, stockholder approval by written consent; either side can terminate after the 120th day from signing (30 Dec 2026), extended to the 210th day (30 Mar 2027) where regulatory conditions are the sole open conditions; after termination liability is limited to fraud and willful breach
Purge Rite Intermediate, LLC (PurgeRite), Houston, Texas	Mechanical flushing, purging and filtration of liquid cooling loops in data centers	Signed 31 Oct 2025; closed 4 Dec 2025; amended 4 Dec 2025 on option holder payment mechanics	Base purchase price $1.0bn; recorded consideration, goodwill and intangible assets in Table 2.5	Earnout equals 2026 gross profit of the flushing business times 5.65, less $1.0bn; capped at $250m; unpaid earnout accrues 10% interest per year; $10.0m adjustment escrow; working capital collar of $33.4m to $53.4m	Closed inside the 29 Jan 2026 outside date; HSR Act waiting period was a closing condition; buyer side representation and warranty insurance policy
ThermoKey S.p.A., BMarko Structures LLC, Strategic Thermal Labs LLC	Heat rejection and heat exchange; structural fabrication; cold plate and server side liquid cooling	BMarko closed 10 Apr 2026; Strategic Thermal Labs closed 24 Apr 2026; ThermoKey signed 23 Mar 2026 and closed 11 Jun 2026	Prices undisclosed in the 8-K filings; aggregate recorded consideration in Table 2.5	Up to $35.0m of additional cash on one acquisition if specified events occur	n/a
King Environmental Services Ltd., near Dublin, Ireland	Fluid management, commissioning and load testing for liquid cooled data centers in Europe, Middle East and Africa	Announced 24 Sep 2026; closing expected Q4 2026	Undisclosed	n/a	n/a

Source: Exhibit 2.1 to 8-K of 2 September 2026; Exhibit 2.1 to 8-K of 3 November 2025; Exhibit 2.4 to 10-K FY2025; 10-Q Q2 2026; 8-K filings in Table 5.1; SEC filings via SEC-API.io. Completion dates for the three Q2 2026 acquisitions are from the 10-Q. Outside dates for UIG are counted from the signing date. HSR Act = Hart Scott Rodino Antitrust Improvements Act.

Figure 5.3 Earnout payable under the PurgeRite and UtilityInnovation Group agreements

Vertiv refinancing March 2026: senior notes, revolving credit facility, debt maturities

Refinancing of 3 March 2026 replaced a $2.08bn secured term loan carrying 5.61% with $2.1bn of unsecured notes at a weighted average coupon of 5.53%, and moved the first maturity after 2028 from 2032 to 2036.

Figure 5.4 Debt principal by maturity year before and after the March 2026 refinancing

Table 5.3 Senior unsecured notes issued 3 March 2026

Series	Principal	Coupon	Maturity	Price to public	Yield to maturity	Price paid by underwriters	Par call date
2036 Notes	$600m	4.850%	15 Mar 2036	99.770%	4.879%	99.120%	15 Dec 2035
2046 Notes	$500m	5.650%	15 Mar 2046	99.558%	5.687%	98.808%	15 Sep 2045
2056 Notes	$500m	5.800%	15 Mar 2056	99.955%	5.803%	99.080%	15 Sep 2055
2066 Notes	$500m	5.950%	15 Mar 2066	99.951%	5.953%	99.076%	15 Sep 2065
Total	$2.1bn	5.53%	n/a	n/a	n/a	$2.08bn	n/a

Source: 8-K of 3 March 2026, Exhibit 1.1 and Exhibit 4.2; par call dates from note 6 in 10-Q Q2 2026; SEC filings via SEC-API.io. Total coupon is the principal weighted average.

Table 5.4 Material contracts and commitments

Counterparty	What the contract does	Economics and obligations	Term and termination	Filed as
U.S. Bank Trust Company, National Association, as trustee	Indenture and first supplemental indenture of 3 March 2026: terms of the four series of senior unsecured notes issued by Vertiv Holdings Co	$2.1bn principal; interest paid on 15 March and 15 September from 15 September 2026; covenants limit liens securing debt and sale and leaseback transactions; holders of 25% of a series can accelerate after an event of default	Maturities 2036 to 2066; redeemable at any time at a make whole price, and at 100% of principal from each par call date; repurchase offer at 101% of principal after a change of control repurchase event	Exhibit 4.1 and Exhibit 4.2 to 8-K 3 Mar 2026
BofA Securities, Citigroup, Goldman Sachs, ING, J.P. Morgan and Wells Fargo Securities as representatives of the underwriters	Underwriting agreement of 23 February 2026: sale of the notes to the underwriters under the automatic shelf registration statement on Form S-3	Underwriters paid 98.808% to 99.120% of principal, $2.08bn in total; spreads of 85 to 125 basis points over benchmark Treasuries	Settled 3 March 2026	Exhibit 1.1 to 8-K 3 Mar 2026
JPMorgan Chase Bank, N.A. as administrative agent, with a lender syndicate	Credit agreement of 3 March 2026: a senior unsecured revolving credit line that Vertiv can draw, repay and use for letters of credit in five currencies	$2.5bn committed, with an option to add up to $1.0bn; at the ratings in place on 3 March 2026 the margin is 1.25% over Term SOFR and the fee on undrawn commitments is 0.15%, within grids of 1.00% to 1.75% and 0.09% to 0.25%; consolidated net debt to EBITDA capped at 4.00 to 1.00, or 4.50 to 1.00 for four quarters after a debt financed acquisition with at least $750m of cash consideration; $2.48bn available at 30 June 2026 after $16.4m of letters of credit	Matures 3 March 2031; two extensions of one year each on request; lenders can accelerate after an event of default, including a change of control	Exhibit 10.1 to 8-K 3 Mar 2026; Note 6 in 10-Q Q2 2026
Citibank, N.A. as administrative agent and collateral agent	Term loan credit agreement of 2 March 2020, terminated 3 March 2026: secured term loan to Vertiv Group Corporation	$2.08bn outstanding at 5.61% at 31 December 2025, due 2032; repaid from note proceeds and cash on hand; $6.2m loss on extinguishment in H1 2026	Terminated 3 March 2026; guarantees and liens released	Exhibits 10.25 to 10.31 in 10-K FY2025; Item 1.02 of 8-K 3 Mar 2026
JPMorgan Chase Bank, N.A. as administrative agent	Revolving credit agreement of 30 November 2016, replaced 3 March 2026: asset based lending (ABL) revolver secured on working capital	$800m facility due 2029; undrawn with $784.0m available at 31 December 2025	Commitments terminated 3 March 2026	Exhibits 10.15 to 10.24 in 10-K FY2025
UMB Bank, N.A. as trustee and collateral agent	Indenture of 22 October 2021: terms of the 4.125% Senior Secured Notes due 2028 issued by Vertiv Group Corporation	$850m principal, issued at par; covenants restrict liens, asset sales, dividends, debt and investments of the issuer and certain subsidiaries	Due 15 November 2028; outstanding at 30 June 2026	Exhibits 4.1 and 4.2 in 10-K FY2025
Craig Chamberlin, CFO from 10 November 2025	Offer letter: pay terms of the new CFO	Base salary $750,000; target bonus 100% of salary; annual equity grant of $2,000,000 target value from March 2026; sign on cash of $300,000; sign on restricted stock units of $1,050,700 vesting 50%, 30% and 20% after one, two and three years	Severance under the Executive Employment Policy on termination without cause or resignation for good reason; Change of Control Plan benefits; non compete and non solicit covenants	Exhibit 10.1 to 10-Q Q3 2025; 8-K 14 Oct 2025
David Fallon, CFO until 9 November 2025	Transition and consulting agreement of 28 May 2025: service as CFO until a successor starts, then consulting as an independent contractor	Up to 145,613 stock options stay eligible to vest in March 2026; bonus for 2025 prorated to the transition date; Executive Employment Policy severance excluded	Consulting through 31 December 2026; non compete and non solicit run 12 months after that; either side can terminate for material breach	Exhibit 10.1 to 10-Q Q2 2025
Holders of Class A common stock	Board authorizations for share repurchases and dividends	Repurchase program of up to $3.0bn approved 29 November 2023, with $2.4bn remaining at 30 June 2026 and 0 shares repurchased in 2026; quarterly dividend of $0.0625 per share; dividends paid $47.8m in H1 2026	Repurchase authorization runs through 31 December 2027; board can modify or suspend it	Part II Item 2 in 10-Q Q2 2026; 10-K FY2025
Landlords, customers and banks	Operating leases, and bank guarantees and bonds that pay customers on non performance	Undiscounted lease payments $403.3m, of which $92.9m due in 2026; bank guarantees and bonds $184.0m	Weighted average remaining lease term 5.8 years at 31 December 2025	Notes 7 and 16 in 10-K FY2025

Source: exhibits and filings linked in each row, SEC filings via SEC-API.io.

6 Ownership, Voting Power & Annual Meeting

Vertiv has one class of common stock with one vote per share, and the ten largest positions identified in Form 13F filings (quarterly institutional holdings reports) at 30 June 2026 total 144.4m shares, 37.5% of 385.0m shares outstanding. Directors and executive officers as a group hold 4.2m shares (1.10%), of which 3.5m are options exercisable within 60 days.

Vertiv major shareholders and voting power

Table 6.1 Beneficial ownership at 15 April 2026, Class A common stock, one vote per share

Holder	Role	Shares	Of which options	% of shares and votes, as filed
BlackRock, Inc.	5% holder, Schedule 13G/A filed 17 Apr 2025	21.3m	n/a	5.55%
Giordano Albertazzi	CEO and director	1.6m	1.5m	below 1%
David Fallon	Former CFO	653,216	492,091	below 1%
David M. Cote	Executive Chairman	481,587	459,329	below 1%
Stephanie Gill	Chief Legal Officer	338,656	302,156	below 1%
Roger Fradin	Director	301,317	149,691	below 1%
Anand Sanghi	President, Americas	280,038	243,438	below 1%
Steven S. Reinemund	Director	218,024	149,691	below 1%
Jacob Kotzubei	Director, Co President of Platinum Equity	149,691	149,691	below 1%
Matthew Louie	Director, Managing Director at Platinum Equity	149,691	149,691	below 1%
Joseph J. DeAngelo	Director	122,219	50,619	below 1%
Joseph van Dokkum	Director	97,397	72,397	below 1%
Edward L. Monser	Director	89,815	72,397	below 1%
Scott Armul	Chief Product & Technology Officer	81,105	46,366	below 1%
Jakki L. Haussler	Director	25,267	20,636	below 1%
Craig Chamberlin	CFO since 10 Nov 2025	5,657	0	below 1%
Krishna Mikkilineni	Director	778	0	below 1%
Directors and executive officers as a group	20 persons	4.2m	3.5m	1.10%

Source: DEF 14A, SEC filings via SEC-API.io. Later Schedule 13G filings: BlackRock 29.9m shares (7.8%) and Vanguard Capital Management 28.6m shares (7.48%) at 31 March 2026 (Table 6.4). David M. Cote's 481,587 shares consist of 459,329 options held through two trusts and 22,258 shares held by his spouse.

Figure 6.1 Platinum Equity stake in Vertiv as filed, February 2020 to February 2024

Table 6.2 Holdings of the owner before listing and of the SPAC (special purpose acquisition company) sponsors, as last filed

Holder	Role at the February 2020 listing	Last filed holding	Filing
VPE Holdings, LLC (Platinum Equity)	Owner of Vertiv before the business combination, 118.3m shares (36.0%)	0 shares after selling 8.0m at $65.98 on 29 Feb 2024	Form 4, accession 0001104659-24-030006
GS Sponsor LLC (Schedule 13G/A filed by GSAM Holdings LLC)	Sponsor of GS Acquisition Holdings Corp	0 shares	SC 13G/A filed 27 Mar 2023
David M. Cote and Cote SPAC 1 LLC	Sponsor of GS Acquisition Holdings Corp	15.9m (4.8%) at 31 Dec 2020; 481,587 at 15 April 2026	SC 13G/A filed 16 Feb 2021; DEF 14A

Source: filings linked in the table, SEC filings via SEC-API.io.

Platinum Equity executives Jacob Kotzubei and Matthew Louie are directors; each Platinum Equity Advisors 13F from 30 June 2024 to 30 June 2026 reports 0 Vertiv shares.

Vertiv 13F institutional holders and Schedule 13G filings

Figure 6.2 13F filings reporting Vertiv and shares held, quarter ends Q3 2025 to Q2 2026

13F filings reporting the stock rose 41.5% from 1,503 to 2,127 over three quarters. State Street's position rose from 8.7m shares at 31 December 2025 to 16.5m at 30 June 2026.

Figure 6.3 Ten largest 13F positions identified at 30 June 2026, shares and % of shares outstanding

Table 6.3 Ten largest 13F positions identified at 30 June 2026 and the prior three quarter ends

Holder	30 Sep 2025	31 Dec 2025	31 Mar 2026	30 Jun 2026	% of shares outstanding
BlackRock, Inc.	36.1m	32.0m	n/a	35.9m	9.3%
Vanguard Capital Management	n/a	n/a	24.9m	25.1m	6.5%
Vanguard Portfolio Management	n/a	n/a	17.9m	17.9m	4.7%
State Street Corp	8.5m	8.7m	15.8m	16.5m	4.3%
JPMorgan Chase & Co	4.2m	4.0m	6.1m	10.1m	2.6%
T. Rowe Price Associates	7.1m	6.7m	7.9m	9.1m	2.4%
Geode Capital Management	6.9m	7.1m	10.9m	9.0m	2.3%
Bank of America Corp	9.7m	9.2m	8.4m	8.3m	2.2%
Morgan Stanley	6.4m	6.3m	6.7m	6.9m	1.8%
Invesco Ltd.	5.9m	6.0m	6.5m	5.5m	1.4%
The Vanguard Group, filer until Q4 2025	38.8m	38.3m	n/a	n/a	n/a

Source: 13F-HR and 13F-HR/A filings linked per holder; % on 385.0m shares from the 10-Q cover; SEC filings via SEC-API.io.

Table 6.4 Schedule 13G filings on Vertiv, 10 October 2024 to 10 October 2026; Schedule 13D filings: 0

Filed	Filer	Form	Event date	Shares	% of class	Sole voting power	Accession
30 Apr 2026	Vanguard Capital Management	SC 13G	31 Mar 2026	28.6m	7.48%	3.8m	0002100119-26-001190
24 Apr 2026	BlackRock, Inc.	SC 13G/A, amendment 3	31 Mar 2026	29.9m	7.8%	27.7m	0002012383-26-001474
27 Mar 2026	The Vanguard Group	SC 13G/A, amendment 7	13 Mar 2026	0	0%	0	0000102909-26-002519
7 Aug 2025	The Vanguard Group	SC 13G/A, amendment 6	31 Jul 2025	38.2m	10.0%	0	0000932471-25-001116
17 Apr 2025	BlackRock, Inc.	SC 13G/A, amendment 2	31 Mar 2025	21.3m	5.6%	19.0m	0001576419-25-000834
13 Nov 2024	Barrow Hanley Global Investors	SC 13G	30 Sep 2024	0	0%	0	0000313028-24-000062
12 Nov 2024	The Vanguard Group	SC 13G/A	30 Sep 2024	35.1m	9.35%	0	0000932471-24-001242
12 Nov 2024	BlackRock, Inc.	SC 13G/A	30 Sep 2024	37.1m	9.9%	34.6m	0002012383-24-004343
12 Nov 2024	FMR LLC	SC 13G/A	n/a	12.2m	3.248%	10.8m	0000315066-24-002881
4 Nov 2024	The Vanguard Group	SC 13G/A	30 Sep 2024	35.1m	9.35%	0	0000932471-24-000675
21 Oct 2024	BlackRock, Inc.	SC 13G/A	30 Sep 2024	37.1m	9.9%	0	0002012383-24-000906

Source: Schedule 13G filings linked by accession number, SEC filings via SEC-API.io.

Vertiv annual meeting voting results 2026

Shares represented were 330.5m, 86.05% of those entitled to vote (83.46% in 2025). Directors are elected by plurality. Joseph van Dokkum received 54.2% for and six further nominees between 70% and 87%. Shareholder proposals: 0.

Table 6.5 Annual meeting 17 June 2026; % for is votes for over votes for plus withheld or against

Item	Matter	Board position	For	Withheld or against	Abstain	Broker non votes	% for
1	Elect David M. Cote	FOR	267.1m	28.3m	n/a	35.1m	90.4%
1	Elect Giordano Albertazzi	FOR	288.1m	7.3m	n/a	35.1m	97.5%
1	Elect Joseph J. DeAngelo	FOR	221.2m	74.2m	n/a	35.1m	74.9%
1	Elect Joseph van Dokkum	FOR	160.0m	135.4m	n/a	35.1m	54.2%
1	Elect Roger Fradin	FOR	207.6m	87.8m	n/a	35.1m	70.3%
1	Elect Jakki L. Haussler	FOR	283.6m	11.8m	n/a	35.1m	96.0%
1	Elect Jacob Kotzubei	FOR	256.8m	38.6m	n/a	35.1m	86.9%
1	Elect Matthew Louie	FOR	252.8m	42.6m	n/a	35.1m	85.6%
1	Elect Krishna Mikkilineni	FOR	292.4m	3.1m	n/a	35.1m	99.0%
1	Elect Edward L. Monser	FOR	244.9m	50.6m	n/a	35.1m	82.9%
1	Elect Steven S. Reinemund	FOR	226.1m	69.3m	n/a	35.1m	76.6%
2	Advisory vote on 2025 executive pay	FOR	260.7m	34.3m	0.4m	35.1m	88.4%
3	Ratify Ernst & Young LLP as auditor for 2026	FOR	320.6m	9.6m	0.3m	0	97.1%

Source: 8-K Item 5.07; board positions from the DEF 14A; SEC filings via SEC-API.io.

Figure 6.4 Votes for as % of votes for and withheld or against, annual meetings 2026 and 2025

Vertiv CEO pay and pay ratio

Table 6.6 Executive compensation headline figures

Measure	2025	2024	2023
CEO total compensation, Giordano Albertazzi	$18.3m	$12.3m	$6.2m
Of which option awards	$13.0m	$8.2m	$3.3m
Median employee total compensation	$27,811	n/a	n/a
CEO pay ratio	658 to 1	n/a	n/a
Say on pay support at the following annual meeting	88.4%	87.4%	n/a

Source: DEF 14A; say on pay from 8-K Item 5.07 filings of 18 June 2026 and 20 June 2025; SEC filings via SEC-API.io.

7 Insider Activity

Vertiv insiders sold 510,549 shares for $128.17m in the open market in the twelve months to 10 October 2026 and bought 0; the latest sale was 15,287 shares for $3.88m on 1 September 2026 under a Rule 10b5-1 trading plan. Buy to sell ratio is 0.00 on open market transactions (Form 4 codes P and S). Filed in the period: 91 Forms 4, 4 Forms 3, 0 Forms 5, by 25 reporting persons.

Insider buying and selling by month

Figure 7.1 Insider open market sales and purchases by month, Oct 2025 to Oct 2026

Five insiders sold 412,467 shares for $104.38m on 26 and 27 February 2026, 81% of twelve month sale value. Sales with the Rule 10b5-1 flag total 92,581 shares, 18% of sale value.

Table 7.1 Insider transactions by month, shares

Month	Sold (S)	Sale value	Sellers	Options exercised (M)	Awards (A)	Withheld for tax (F)	Gifted (G)
Oct 2025	0	0	0	0	0	0	0
Nov 2025	5,501	$0.94m	1	0	5,593	0	27,500
Dec 2025	0	0	0	0	24	0	36,826
Jan 2026	0	0	0	0	11,388	6,253	0
Feb 2026	412,467	$104.38m	5	69,134	109,069	0	0
Mar 2026	77,294	$18.97m	1	77,294	312,218	930	0
Apr 2026	0	0	0	0	0	0	0
May 2026	0	0	0	0	3,941	1,390	0
Jun 2026	0	0	0	0	3,109	0	0
Jul 2026	0	0	0	0	0	0	0
Aug 2026	0	0	0	0	0	0	0
Sep 2026	15,287	$3.88m	1	15,287	43	2,352	118,523
Oct 2026	0	0	0	0	3,193	0	0
Total	510,549	$128.17m	7	161,715	448,578	10,925	182,849

Source: Forms 3 and 4 filed 10 Oct 2025 to 10 Oct 2026, SEC filings via SEC-API.io. Awards include stock options, restricted stock units (RSUs) and dividend equivalent units.

Insider sales by person

Table 7.2 Open market sales (Form 4 code S) by Form 4 filing, largest first

Sale date	Insider	Role on Form 4	Shares sold	Average price	Value	Exercised same day	Held after sale	10b5-1 flag	Form 4
26 to 27 Feb 2026	Roger Fradin	Director	203,333	$252.78	$51.40m	0	65,000 (three trusts)	No	0000950142-26-000578
26 Feb 2026	Steven Reinemund	Director	100,000	$253.95	$25.39m	0	68,333 (direct and trust)	No	0000950142-26-000580
6 Mar 2026	Edward Monser	Director	77,294	$245.49	$18.97m	77,294	16,500	Yes	0000950142-26-000662
26 Feb 2026	David Cote	Executive Chairman	40,000	$255.29	$10.21m	0	22,258 (spouse)	No	0000950142-26-000576
26 Feb 2026	Joseph van Dokkum	Director	38,647	$254.87	$9.85m	38,647	25,000	No	0000950142-26-000577
26 Feb 2026	Anders Karlborg	EVP, Man., Logistics and Op Ex	30,487	$246.92	$7.53m	30,487	34,746	No	0000950142-26-000579
1 Sep 2026	Edward Monser	Director	15,287	$253.82	$3.88m	15,287	16,500	Yes	0000950142-26-002483
24 Nov 2025	Stephen Liang	Chief Technology Officer & EVP	5,501	$170.48	$0.94m	0	4,050	No	0000950142-25-003065
Total	n/a	n/a	510,549	$251.05	$128.17m	161,715	n/a	n/a	n/a

Source: Forms 4 linked in the table, SEC filings via SEC-API.io. Held after sale counts the holding lines sold from: Roger Fradin's 203,333 shares were sold by three grantor retained annuity trusts, Steven Reinemund's by him directly (35,000) and a community property trust (65,000), and David Cote's Form 4 reports a sale by his spouse.

Figure 7.2 Shares sold and shares held after sale, by Form 4 sale filing

Four of eight sale filings sold shares acquired the same day by option exercise: 161,715 shares at exercise prices of $11.25 to $72.09.

Stock awards, option exercises, tax withholding and gifts

Figure 7.3 Insider transactions by Form 4 transaction code, 10 Oct 2025 to 10 Oct 2026

Option grants on 6 March 2026 cover 311,559 options for 19 insiders at a $241.78 exercise price. CEO Giordano Albertazzi gifted 118,523 shares to a family trust on 8 September 2026 (Form 4).

Table 7.3 Insider transactions by type

Type	Code	Transactions	Insiders	Shares or units	Value at reported price
Open market purchase	P	0	0	0	0
Open market sale	S	73	7	510,549	$128.17m
Option exercise	M	9	3	161,715	$3.02m
Stock option award	A	21	21	318,576	n/a
RSU and earned performance award	A	12	10	129,863	n/a
Dividend equivalent unit accrual	A	40	12	139	n/a
Shares withheld for tax	F	7	7	10,925	$2.35m
Gift, shares disposed	G	5	4	182,849	n/a

Source: Forms 4 filed 10 Oct 2025 to 10 Oct 2026, SEC filings via SEC-API.io. Option exercise value is the exercise cost; gifts as acquisitions by family trusts (36,626 shares) are counted once, on the disposing side.

Form 144 notices of proposed sale and new insiders

Form 144 notices cover 2.08m shares with a stated market value of $543.20m. Former officer Philip O'Doherty accounts for 1.5m shares ($395.98m); his notice of 10 March 2026 reports 689,313 shares sold on 9 March 2026 for $181.97m.

Table 7.4 Form 144 notices filed 10 Oct 2025 to 10 Oct 2026, by person

Person for whose account	Relationship stated	Notices	Filed	Shares to be sold	Stated market value	10b5-1 plan adopted	Form 144
Philip O'Doherty (Powerbar 2 Limited)	Former officer	2	9 Mar 2026 to 10 Mar 2026	1,500,000	$395.98m	n/a	1, 2
Roger Fradin (three trusts)	Director	6	26 Feb 2026 to 27 Feb 2026	203,333	$51.39m	n/a	1, 2, 3, 4, 5, 6
Steven Reinemund	Director	2	26 Feb 2026	100,000	$25.39m	n/a	1, 2
Edward Monser	Director	2	6 Mar 2026 to 1 Sep 2026	92,581	$23.26m	5 Dec 2025, 22 May 2026	1, 2
Stephen Liang	Officer	2	24 Nov 2025 to 26 Feb 2026	79,413	$19.59m	n/a	1, 2
Maureen Cote	Spouse of officer	1	26 Feb 2026	40,000	$10.21m	n/a	1
Joseph van Dokkum	Director	1	26 Feb 2026	38,647	$9.85m	n/a	1
Anders Karlborg	Officer	1	26 Feb 2026	30,487	$7.53m	n/a	1
Total	n/a	17	n/a	2,084,461	$543.20m	n/a	n/a

Source: Forms 144 linked in the table, SEC filings via SEC-API.io. Philip O'Doherty's notices state that Powerbar 2 Limited sells the shares, acquired on 1 November 2021 as merger consideration.

Table 7.5 Form 3 initial statements and first award

Insider	Role	Event date	Shares owned on Form 3	First award on Form 4	Form 3
Michael Resha	EVP, Man., Logistics and Op Ex	5 Oct 2026	0	3,193 RSUs, 5 Oct 2026	0001628280-26-064936
Krishna Mikkilineni	Director	17 Jun 2026	278	3,076 options at $317.58, 17 Jun 2026	0001628280-26-044362
Ying Frieda He	Chief Procurement Officer	5 May 2026	0	3,941 options at $341.02, 5 May 2026	0001628280-26-030593
Craig Chamberlin	Chief Financial Officer	10 Nov 2025	0	5,593 RSUs, 10 Nov 2025	0002091386-25-000002

Source: Forms 3 linked in the table and the following Forms 4, SEC filings via SEC-API.io.

8 Risk Factors

Vertiv's Q2 2026 10-Q restates 1 of the 44 risk factors in the FY2025 10-K: the debt covenant risk now cites a maximum leverage ratio of 4.00:1.00 after the March 2026 refinancing. Against the FY2024 10-K, the FY2025 10-K added 0 risk factors, merged 3 into existing ones (47 to 44), reworded 19, lightly edited 11 and left 14 unchanged; length fell 4.9% from 13,231 to 12,587 words.

Vertiv risk factors by category

Table 8.1 Risk factor count and word count by category as filed

Category	Count FY2024	Count FY2025	Words FY2024	Words FY2025	Change in words
Customers and industry	9	9	1,722	1,910	188
Business operations	12	11	4,345	4,137	(208)
Legal and regulatory	9	9	2,788	2,781	(7)
Financial position and indebtedness	8	6	2,206	1,689	(517)
Securities	4	4	1,072	1,035	(37)
General	5	5	1,098	1,035	(63)
Total	47	44	13,231	12,587	(644)

Source: 10-K FY2025, 10-K FY2024, SEC filings via SEC-API.io. Word counts cover risk headings and body text under Item 1A.

Figure 8.1 Risk factor word count and count by category, FY2024 and FY2025

Figure 8.2 Status of FY2025 risk factors against FY2024 by category

Vertiv risk factor changes FY2025 against FY2024

Customer and industry risks carry 7 of the 19 reworded factors; added text names AI spending shifts, local data center siting limits and contract terms on large AI projects.

Table 8.2 Item 1A risk factors reworded, merged or edited in the FY2025 10-K against the FY2024 10-K; the 14 unchanged risk factors are omitted

Category	Risk factor	Words FY2025	Change in words	Status	What changed
Customers and industry	Data center demand growth	144	21	Reworded	Adds shifts in the level or focus of AI spending as a cause of lower demand; networks becomes critical infrastructure systems.
Customers and industry	Sales cycle and order timing	183	3	Minor edits	Results now vary from period to period, previously from quarter to quarter.
Customers and industry	Backlog conversion	179	12	Reworded	Backlog of approximately $15.0bn at 31 December 2025 against $7.2bn; delivery window moves from one year to 12 to 18 months; acquired contracts may carry different cancellation terms.
Customers and industry	Customer market disruption	278	117	Reworded	Adds local zoning decisions, community opposition and moratoria on data center siting, and shifts in AI or cloud spending that cut demand while technology spending overall holds.
Customers and industry	Larger customer contract terms	207	19	Reworded	Adds neocloud customers, multi year AI projects, stricter performance and delivery commitments and a greater share of project and schedule risk allocated to Vertiv.
Customers and industry	Fixed price contracts	195	5	Minor edits	Heading adds failure to estimate costs accurately.
Customers and industry	Competition	353	16	Reworded	Names Delta Electronics, Stulz, Johnson Controls and Socomec as offering specific competitors; Schneider Electric, Eaton, Legrand and Huawei stay as global competitors.
Customers and industry	Performance guarantees	171	28	Reworded	Adds large data center and AI projects as opportunities that need guarantees, and limits on the capacity of financial institutions to issue them.
Customers and industry	Government contracts	200	(33)	Reworded	Adds evolving cybersecurity, data protection and supply chain standards; text on less favorable pricing terms removed; moved from sixth to ninth position.
Business operations	Production costs and supply chain	789	88	Reworded	New bullet on increasing demand covers penalty provisions and liquidated damages if production or materials fall short of large orders; customs duties and tariffs added to each cost list.
Business operations	Technology shifts	246	4	Minor edits	Liquid cooling example removed; strategic partnerships in the digital infrastructure value chain added.
Business operations	IT systems and cyber security	506	22	Reworded	Adds AI technology, supplier systems and engineering, manufacturing and operations functions to the systems exposed.
Business operations	New IT system implementation	217	(3)	Minor edits	Adds AI to enhancements; statement that past problems affected planning removed.
Business operations	Tax law changes	392	(34)	Minor edits	Passage on the global minimum tax rules (Pillar Two) shortened by 34 words.
Business operations	Product failure and liability	312	26	Minor edits	Adds use of products outside the intended performance envelope and field service work for quality remediation.
Business operations	Global operations	697	(342)	Reworded	Absorbs the FY2024 standalone war and conflict risk; headcount updated from approximately 31,000 to 34,000; emerging market list condensed.
Business operations	War and geopolitical conflict	0	n/a	Merged	Standalone FY2024 risk factor of 306 words, now part of the global operations risk factor.
Business operations	Acquisitions and investments	509	36	Reworded	Scope widened to investments in early stage companies, with downside protection and integration of technologies added to the listed risks.
Legal and regulatory	Legislation affecting customers	154	(10)	Minor edits	Heading shortened; AI added to the areas where regulation could lower customer demand.
Legal and regulatory	Data privacy	204	0	Minor edits	Wording edits; same 204 words.
Legal and regulatory	Export controls and sanctions	258	18	Reworded	Adds potential Chinese control of rare earth elements as a trade restriction.
Legal and regulatory	Tariffs and trade policy	344	6	Minor edits	Administration described as "current", previously "new"; policy shifts now described as ongoing or long term.
Legal and regulatory	Legal claims and proceedings	170	9	Minor edits	Qualifiers added; 9 more words.
Legal and regulatory	Environmental, health and safety	481	(6)	Minor edits	Heading reworded; regional list of remediation sites replaced with "global".
Legal and regulatory	Environmental and sustainability goals	395	(24)	Reworded	Terms ESG and DEI replaced with environmental and sustainability related matters; references to state laws and an executive order replaced with governmental rules, orders and regulations.
Financial position and indebtedness	Level of indebtedness	422	(463)	Reworded	Absorbs the FY2024 risk on capacity to incur more debt; itemized balances ($2.10bn term loan, $850m notes, $784.9m undrawn revolver) replaced with a cross reference.
Financial position and indebtedness	Capacity to incur more debt	0	n/a	Merged	Standalone FY2024 risk factor of 435 words, now part of the level of indebtedness risk factor.
Financial position and indebtedness	Restrictive covenants	558	(60)	Reworded	Combines two FY2024 covenant risks; minimum fixed charge coverage ratio of 1.00 to 1.00 under the asset based revolver retained.
Financial position and indebtedness	Covenant compliance	0	n/a	Merged	Standalone FY2024 risk factor of 359 words, now part of the restrictive covenants risk factor.
Financial position and indebtedness	Capital market access	174	6	Reworded	Business plan "may be" dependent on capital markets, previously "is"; funding purposes named as strategic acquisitions and refinancing of maturing debt.
Securities	Resales of securities	144	(35)	Reworded	References to former owners of the predecessor business and restricted shares removed; resale registration statements remain.
General	Macroeconomic conditions	247	30	Reworded	Adds tariff related cost pressure and reduced or delayed investment in data center, cloud and AI infrastructure.
General	Public company costs	150	(95)	Reworded	Shortened by 95 words; text on restatements and the auditor report on internal control removed.

Source: 10-K FY2025, 10-K FY2024, SEC filings via SEC-API.io. Change in words for a risk factor that absorbed a merged one is measured against both FY2024 texts combined.

Figure 8.3 Risk factors with a change of 15 words or more, FY2025 against FY2024

Vertiv 10-Q risk factor update and legal proceedings

Q1 2026 and Q2 2026 10-Q filings carry the same restated covenant risk. Matters named in the Q2 2026 10-Q: 2, the 2022 securities class action and the related derivative action; the SEC closed its related investigation on 30 December 2025 with 0 enforcement recommendations.

Table 8.3 Debt covenant risk factor, FY2025 10-K against Q2 2026 10-Q; debt balances are in Table 2.4 and facility terms in Table 5.4

Item	FY2025 10-K	Q2 2026 10-Q
Debt named in the risk factor	Senior Secured Credit Facilities (term loan and asset based revolver) and the Notes	Senior Unsecured Revolving Credit Facility, Senior Secured Notes and Senior Notes
Financial covenant	Minimum fixed charge coverage ratio of 1.00 to 1.00 if revolver availability falls below a threshold	Maximum consolidated leverage ratio of 4.00:1.00, tested quarterly
Covenant step up	n/a	4.50:1.00 for four quarters after an acquisition with cash consideration of at least $750m

Source: 10-K FY2025, 8-K of 3 March 2026, 10-Q Q1 2026, 10-Q Q2 2026, SEC filings via SEC-API.io.

Table 8.4 Legal proceedings as disclosed

Matter	FY2024 10-K	FY2025 10-K	Q2 2026 10-Q
In re Vertiv Holdings Co Securities Litigation, class period 24 February 2021 to 22 February 2022	Securities Act claims dismissed 31 January 2024; motion to dismiss Exchange Act claims pending	Same status	Same status
Consolidated stockholder derivative action, Delaware Court of Chancery	Consolidated and stayed 13 February 2025	Stayed	Stayed
SEC subpoena and document request from the U.S. Attorney's Office, received November 2023	Company responding	SEC investigation concluded 30 December 2025 with 0 enforcement actions recommended; U.S. Attorney requests since 2024: 0	Omitted from the filing
Mexican customs tax audit of a subsidiary, April 2016 to February 2018	$10.1m paid in Q1 2024; reimbursement sought, receivable recorded: $0	Same status	Omitted from the filing

Source: 10-K FY2024, 10-K FY2025, 10-Q Q2 2026, SEC filings via SEC-API.io.

Vertiv market risk sensitivity and cybersecurity governance

A 100 basis point rise in rates would add $10.8m to annual net interest expense on balances at 31 December 2025 (10-K Item 7A); the floating rate term loan behind that figure was repaid on 3 March 2026. Vertiv's Q2 2026 10-Q reports market risk disclosures as materially unchanged since the 10-K.

Table 8.5 Item 7A market risk disclosures as filed

Measure	31 Dec 2025	31 Dec 2024
Term loan principal, floating rate	$2.08bn	$2.10bn
Term loan borrowing rate	5.61%	6.19%
Interest rate swap notional	$1.00bn	$1.00bn
Cash and cash equivalents	$1.73bn	$1.23bn
Rise in annual net interest expense, 100 basis points	$10.8m	$11.0m
Rise in annual net interest expense, 200 basis points	$21.5m	$21.9m
Gain on copper and aluminum hedges, prices up 10%	$15.8m	n/a
Loss on copper and aluminum hedges, prices down 10%	$13.2m	n/a
Currencies hedged with one month forwards	Euro, Chinese Yuan, British Pound, Mexican Peso	Euro, Chinese Yuan, British Pound

Source: 10-K FY2025, 10-K FY2024, SEC filings via SEC-API.io.

Table 8.6 Item 1C cybersecurity disclosure, FY2025 against FY2024

Topic	FY2025 10-K	FY2024 10-K
Material cybersecurity incidents to date	0	0
Framework	NIST Special Publication 800 53 security controls and ISO 27001	NIST Special Publication 800 53 security controls and ISO 27001
Board oversight	Board with the Audit Committee and the Enterprise Risk Committee	Board with the Audit Committee and the Enterprise Risk Committee
Escalation by the Cyber Risk Oversight Committee	Communicates "material risks" to the Enterprise Risk Committee	Communicated "any unresolved risks"
Chief Information Security Officer experience	More than 20 years	More than 20 years
Chief Information Officer	New officeholder with 30 years of experience	Prior officeholder with more than 30 years of experience
Testing and training	Penetration tests twice a year; annual staff training	Penetration tests twice a year; annual staff training

Source: 10-K FY2025, 10-K FY2024, SEC filings via SEC-API.io.

9 Stock Price, Scenarios & Sensitivity

Three scenarios to FY2029 return implied prices of $126, $308 and $532 on adjusted diluted EPS, against a close of $242.78 on 9 October 2026, which is (36.1)% from the 52 week high of $379.94. Scenario prices are built on adjusted (non GAAP) diluted EPS, while P / E of 54.9x is on GAAP diluted EPS of $4.42; FY2026 guidance midpoints are $5.87 GAAP and $6.70 adjusted. Exit multiples of 20x, 28x and 36x compare with 45.9x TTM adjusted EPS.

Vertiv stock price history

Figure 9.1 Vertiv month end share price, September 2021 to 9 October 2026

Table 9.1 Price range and further TTM multiples at 9 October 2026

Metric	Value	Basis
52 week high and low	$379.94 and $147.82	Intraday, 14 May 2026 and 17 December 2025
Change since 31 December 2025	49.9%	Month end close $162.01
Price as a multiple of the 30 September 2021 close	10.1x	Month end close $24.09
EV with agreed UtilityInnovation Group purchase	$94.7bn	Adds $1.45bn cash at closing, expected Q4 2026; up to $1.15bn further contingent
EV to TTM FCF	31.8x	TTM FCF $2.93bn; company adjusted FCF $2.92bn
EV to TTM adjusted operating profit	36.5x	TTM adjusted operating profit $2.55bn; company measure before amortization of intangibles, contingent consideration, restructuring and acquisition costs
Price to TTM adjusted diluted EPS	45.9x	TTM adjusted diluted EPS $5.29
Price to FY2026 guided adjusted diluted EPS	36.2x	Guidance midpoint $6.70
TTM FCF yield	3.1%	TTM FCF over market capitalization

Source: 10-Q Q2 2026, 10-K FY2025, 8-K Exhibit 99.1 of 29 July 2026 and 8-K of 2 September 2026, SEC filings via SEC-API.io; market data, 9 October 2026.

Shares closed at $248.51 on the day of the Q4 2025 release (11 February 2026), 24.5% above the prior close of $199.62; the close before the Q2 2026 release (29 July 2026) was $269.56 (market data).

Vertiv scenario analysis FY2027 to FY2029

FY2026E takes the guidance midpoint of 29 July 2026: revenue $14.0bn, adjusted operating profit $3.33bn, adjusted diluted EPS $6.70 and company adjusted FCF $2.5bn. Each implied price is an arithmetic outcome of stated assumptions: FY2029 adjusted EPS times the exit multiple, undiscounted. Three filed figures test the base case: organic orders against sales, year end backlog against $15.0bn, and the direction of deferred revenue after the $1.82bn H1 2026 inflow. FY2026 guidance midpoints imply GAAP operating margin of 21.1% and diluted GAAP EPS of $5.87 on 392.8m diluted shares; base case diluted shares reach 396.3m in FY2029.

Table 9.2 Scenario assumptions

Assumption	Reference point from filings	Worst case	Base case	Best case
Revenue growth, FY2027 / FY2028 / FY2029	FY2025 27.7%; H1 2026 26.7%; FY2026 guidance 36.9%, organic 31%	10% / 4% / 0%	20% / 15% / 12%	30% / 24% / 18%
Gross margin, FY2027 / FY2028 / FY2029	FY2025 36.3%; H1 2026 37.7%	36.5% / 35.5% / 35.0%	38.5% / 38.5% / 38.5%	39.0% / 39.5% / 40.0%
Adjusted operating costs as % of revenue	FY2025 15.9%; H1 2026 15.9%	14.0% / 14.5% / 15.0%	14.0% / 13.5% / 13.0%	13.5% / 13.0% / 12.5%
Adjusted operating margin (gross margin less adjusted operating costs)	FY2025 20.4%; Q2 2026 22.6%; FY2026 guidance 23.3% to 24.3%; Q3 2026 guidance 24.0% to 25.0%	22.5% / 21.0% / 20.0%	24.5% / 25.0% / 25.5%	25.5% / 26.5% / 27.5%
FCF margin, FY2027 / FY2028 / FY2029	FY2025 18.5%; H1 2026 26.7%; FY2026 company adjusted FCF guidance 17.9%	13.0% / 12.0% / 12.0%	17.0% / 17.0% / 17.5%	19.0% / 20.0% / 21.0%
Diluted share count change a year	H1 2026 0.6% year on year; FY2026 guidance 392.8m shares	0.5%	0.3%	0.0%
Exit multiple of FY2029 adjusted diluted EPS	45.9x TTM adjusted EPS; 36.2x FY2026 guidance	20x	28x	36x
Adjusted tax rate, net interest expense a year	FY2026 guidance implies 19.1% and $72m	20%, $72m	20%, $72m	20%, $72m

Source: 8-K Exhibit 99.1 of 29 July 2026, 10-Q Q2 2026, 10-K FY2025, 8-K Exhibit 99.1 of 11 February 2026, SEC filings via SEC-API.io.

Table 9.3 Scenario outcomes by fiscal year

Case	Fiscal year	Revenue	Adjusted operating profit	FCF	Adjusted diluted EPS	FCF per share	Implied share price	Price at exit multiple 4x lower to 4x higher
Guidance based; FCF is company adjusted FCF guidance	FY2026E	$14.0bn	$3.33bn	$2.50bn	$6.70	$6.36	n/a	n/a
Worst	FY2027	$15.4bn	$3.47bn	$2.00bn	$6.88	$5.07	n/a	n/a
Worst	FY2028	$16.0bn	$3.36bn	$1.92bn	$6.64	$4.84	n/a	n/a
Worst	FY2029	$16.0bn	$3.20bn	$1.92bn	$6.28	$4.82	$126	$101 to $151
Base	FY2027	$16.8bn	$4.12bn	$2.86bn	$8.21	$7.25	n/a	n/a
Base	FY2028	$19.3bn	$4.83bn	$3.28bn	$9.63	$8.31	n/a	n/a
Base	FY2029	$21.6bn	$5.52bn	$3.79bn	$10.99	$9.55	$308	$264 to $352
Best	FY2027	$18.2bn	$4.64bn	$3.46bn	$9.30	$8.80	n/a	n/a
Best	FY2028	$22.6bn	$5.98bn	$4.51bn	$12.03	$11.49	n/a	n/a
Best	FY2029	$26.6bn	$7.32bn	$5.59bn	$14.77	$14.24	$532	$473 to $591

Source: scenario arithmetic on the inputs in Table 9.2; FY2026E from 8-K Exhibit 99.1 of 29 July 2026, SEC filings via SEC-API.io.

Figure 9.2 Revenue and adjusted EPS under three scenarios, FY2021 to FY2029

Best case drivers and demand assumptions

Table 9.4 Critical factors behind the best case and the filed data point for each

Factor	Filed data point	Best case assumption it bears on
Backlog	$15.0bn at 31 December 2025, 1.07x FY2026 guided revenue (Table 1.6); the 10-K states that the majority is considered firm and is expected to ship within 12 to 18 months	FY2027 revenue of $18.2bn
Organic orders	Q4 2025 book to bill about 2.9x, the latest figure filed (Table 3.4)	Growth of 30%, 24% and 18% assumes orders above sales in each year
Customer advance payments	Current deferred revenue $3.63bn at 30 June 2026, up 100% in six months; H1 2026 adjusted FCF was 63% of the FY2026 guidance midpoint	FCF margins of 19% to 21%
Guidance path	FY2026 revenue midpoint raised from $13.5bn to $13.75bn and $14.0bn (Table 3.2); implied H2 2026 growth 45.4%	Growth of 30% in FY2027
Operating margin	Adjusted operating margin 22.6% in Q2 2026; Americas segment 27.6%; implied H2 2026 margin 25.2%	Margin of 27.5% in FY2029, level with the Q2 2026 Americas segment margin before corporate costs
Capacity	FY2026 capital expenditure guidance $550m to $570m, about 4.0% of revenue; release attributes Q2 2026 revenue timing to temporary supply chain congestion and project execution in several phases	Revenue growth above 20% in each year
Regional mix	H1 2026 organic growth: Americas 31.0%, Asia Pacific 19.6%, EMEA (14.8)%; EMEA was 13.6% of H1 2026 revenue	Assumes EMEA returns to growth
Acquisitions	UIG purchase price of about 13x expected 2027 EBITDA implies about $112m of 2027 EBITDA; net debt after the $1.45bn payment would be about $1.28bn on 30 June 2026 balances	Scenario revenue excludes UIG
Share count	Repurchases in 2026: $0; Q2 2026 diluted shares 392.7m	Diluted count flat at 392.8m

Source: 10-K FY2025, 10-Q Q2 2026, 8-K Exhibit 99.1 of 29 July 2026, 8-K Exhibit 99.1 of 11 February 2026, 8-K of 2 September 2026, SEC filings via SEC-API.io.

Exit multiple moves the FY2029 base case most: 20x to 36x spans $220 to $396, against $227 to $380 for the worst and best growth paths. At base case EPS of $10.99 a 22.1x multiple returns $243, level with the 9 October 2026 close.

Figure 9.3 FY2029 sensitivity to growth, exit multiple and operating margin (base case outlined)

Figure 9.4 Effect of each single assumption on base case FY2029 implied share price

Sources and method

Filings used: 10-K FY2025 and 10-K filings for FY2021 to FY2024; 10-Q Q2 2026 and 10-Q filings from Q1 2025; DEF 14A of 24 April 2026; 19 Forms 8-K from 14 October 2025 to 24 September 2026, including results of 29 July 2026, financing of 3 March 2026, the UtilityInnovation Group agreement of 2 September 2026 and voting results of 18 June 2026; Forms 3, 4 and 144, Schedule 13G and Form 13F filings; 10-K and 10-Q filings of seven peers and five data center operators.
SEC filing data retrieved through SEC-API.io.
Market data as of 9 October 2026.
Earnings call material from public transcripts, in indirect speech with the call date.
Sector estimates from named public research (Dell'Oro Group, IEA, Lawrence Berkeley National Laboratory) and company reports of Schneider Electric and Legrand, with dates in Tables 4.1 and 4.6.
Scenario figures are arithmetic outcomes of stated assumptions.

Sources appendix

Every filing referenced in this analysis, sorted by form and then by date. Each accession number links to the filing on sec.gov. Count: 212 filings.

Table A.1 Vertiv Holdings Co filings, with ownership filings by holders and insiders

Form	Period or filing date	Accession number
10-K	31 Dec 2025	0001674101-26-000008
10-K	31 Dec 2024	0001628280-25-005905
10-K	31 Dec 2023	0001628280-24-006498
10-K	31 Dec 2022	0001628280-23-005248
10-K	31 Dec 2021	0001628280-22-004533
10-Q	30 Jun 2026	0001628280-26-050609
10-Q	31 Mar 2026	0001628280-26-026556
10-Q	30 Sep 2025	0001674101-25-000024
10-Q	30 Jun 2025	0001674101-25-000008
10-Q	31 Mar 2025	0001628280-25-019372
8-K	24 Sep 2026	0001628280-26-063311
8-K	2 Sep 2026	0001193125-26-379306
8-K	2 Sep 2026	0001628280-26-059961
8-K	29 Jul 2026	0001628280-26-050323
8-K	18 Jun 2026	0001628280-26-044317
8-K	12 Jun 2026	0001628280-26-042641
8-K	3 Jun 2026	0001628280-26-040031
8-K	27 Apr 2026	0001628280-26-027297
8-K	22 Apr 2026	0001628280-26-026379
8-K	13 Apr 2026	0001628280-26-024824
8-K	24 Mar 2026	0001193125-26-120863
8-K	6 Mar 2026	0001628280-26-015494
8-K	3 Mar 2026	0001193125-26-088484
8-K	11 Feb 2026	0001674101-26-000006
8-K	4 Dec 2025	0001674101-25-000031
8-K	13 Nov 2025	0001674101-25-000028
8-K	3 Nov 2025	0001193125-25-261623
8-K	22 Oct 2025	0001674101-25-000020
8-K	14 Oct 2025	0001628280-25-044836
8-K	30 Jul 2025	0001674101-25-000006
8-K	20 Jun 2025	0000950142-25-001652
8-K	23 Apr 2025	0001628280-25-018915
8-K	12 Feb 2025	0001628280-25-005006
8-K	21 Feb 2024	0001628280-24-005765
8-K	22 Feb 2023	0001628280-23-004432
8-K	23 Feb 2022	0001628280-22-003424
DEF 14A	24 Apr 2026	0001193125-26-174898
Schedule 13D	7 Feb 2020	0001193125-20-043863
Schedule 13D/A	7 Aug 2023	0001104659-23-089353
Schedule 13D/A	4 Nov 2021	0001193125-21-323048
Schedule 13D/A	1 Mar 2021	0001193125-21-067622
Schedule 13D/A	17 Nov 2020	0001193125-20-298163
Schedule 13D/A	17 Aug 2020	0001193125-20-227010
Schedule 13G	31 Mar 2026	0002100119-26-001190
Schedule 13G	30 Sep 2024	0000313028-24-000062
Schedule 13G/A	31 Mar 2026	0002012383-26-001474
Schedule 13G/A	13 Mar 2026	0000102909-26-002519
Schedule 13G/A	31 Jul 2025	0000932471-25-001116
Schedule 13G/A	31 Mar 2025	0001576419-25-000834
Schedule 13G/A	12 Nov 2024	0000315066-24-002881
Schedule 13G/A	30 Sep 2024	0000932471-24-000675
Schedule 13G/A	30 Sep 2024	0000932471-24-001242
Schedule 13G/A	30 Sep 2024	0002012383-24-000906
Schedule 13G/A	30 Sep 2024	0002012383-24-004343
Schedule 13G/A	27 Mar 2023	0000895345-23-000214
Schedule 13G/A	16 Feb 2021	0001140361-21-004889
13F-HR	30 Jun 2026	0000019617-26-000325
13F-HR	30 Jun 2026	0000038777-26-000222
13F-HR	30 Jun 2026	0000053417-26-000052
13F-HR	30 Jun 2026	0000070858-26-000442
13F-HR	30 Jun 2026	0000072971-26-000304
13F-HR	30 Jun 2026	0000073124-26-000053
13F-HR	30 Jun 2026	0000080255-26-000519
13F-HR	30 Jun 2026	0000315066-26-002260
13F-HR	30 Jun 2026	0000354204-26-000866
13F-HR	30 Jun 2026	0000886982-26-000519
13F-HR	30 Jun 2026	0000895421-26-000243
13F-HR	30 Jun 2026	0000902219-26-000311
13F-HR	30 Jun 2026	0000912938-26-000775
13F-HR	30 Jun 2026	0000914208-26-000343
13F-HR	30 Jun 2026	0000919574-26-005478
13F-HR	30 Jun 2026	0000930413-26-002447
13F-HR	30 Jun 2026	0001109448-26-000261
13F-HR	30 Jun 2026	0001172661-26-003278
13F-HR	30 Jun 2026	0001193125-26-351426
13F-HR	30 Jun 2026	0001214717-26-000008
13F-HR	30 Jun 2026	0001374170-26-000069
13F-HR	30 Jun 2026	0001390777-26-000087
13F-HR	30 Jun 2026	0001495115-26-000017
13F-HR	30 Jun 2026	0001562230-26-000107
13F-HR	30 Jun 2026	0001610520-26-000103
13F-HR	30 Jun 2026	0001752724-26-000057
13F-HR	30 Jun 2026	0002012383-26-003238
13F-HR	30 Jun 2026	0002100119-26-001527
13F-HR	30 Jun 2026	0002100121-26-001018
13F-HR	31 Mar 2026	0000070858-26-000315
13F-HR	31 Mar 2026	0000080255-26-000381
13F-HR	31 Mar 2026	0000093751-26-000315
13F-HR	31 Mar 2026	0000895421-26-000183
13F-HR	31 Mar 2026	0000914208-26-000193
13F-HR	31 Mar 2026	0001214717-26-000006
13F-HR	31 Mar 2026	0002100121-26-000861
13F-HR	31 Dec 2025	0000019617-26-000083
13F-HR	31 Dec 2025	0000070858-26-000116
13F-HR	31 Dec 2025	0000080255-26-000231
13F-HR	31 Dec 2025	0000093751-26-000100
13F-HR	31 Dec 2025	0000102909-26-000031
13F-HR	31 Dec 2025	0000914208-26-000071
13F-HR	31 Dec 2025	0001214717-26-000003
13F-HR	31 Dec 2025	0001374170-26-000012
13F-HR	31 Dec 2025	0002012383-26-000920
13F-HR	30 Sep 2025	0000080255-25-000782
13F-HR	30 Sep 2025	0000093751-25-000651
13F-HR	30 Sep 2025	0000102909-25-000353
13F-HR	30 Sep 2025	0000914208-25-000430
13F-HR	30 Sep 2025	0001214717-25-000016
13F-HR	30 Sep 2025	0002012383-25-002949
13F-HR/A	30 Jun 2026	0000093751-26-000583
13F-HR/A	30 Jun 2026	0001104659-26-104387
13F-HR/A	31 Mar 2026	0000019617-26-000225
13F-HR/A	31 Mar 2026	0002100119-26-001311
13F-HR/A	31 Dec 2025	0000895421-26-000187
13F-HR/A	30 Sep 2025	0000019617-25-001093
13F-HR/A	30 Sep 2025	0000070858-26-000025
13F-HR/A	30 Sep 2025	0000895421-26-000186
13F-HR/A	31 Dec 2023	0001104659-26-001188
Form 3	5 Oct 2026	0001628280-26-064936
Form 3	17 Jun 2026	0001628280-26-044362
Form 3	5 May 2026	0001628280-26-030593
Form 3	10 Nov 2025	0002091386-25-000002
Form 4	5 Oct 2026	0001628280-26-065239
Form 4	15 Sep 2026	0001628280-26-062305
Form 4	8 Sep 2026	0000950142-26-002513
Form 4	1 Sep 2026	0000950142-26-002483
Form 4	17 Jun 2026	0001628280-26-044397
Form 4	5 May 2026	0001628280-26-031340
Form 4	4 May 2026	0001628280-26-031345
Form 4	4 May 2026	0001628280-26-031346
Form 4	4 May 2026	0001628280-26-031347
Form 4	15 Mar 2026	0001628280-26-018849
Form 4	6 Mar 2026	0000950142-26-000662
Form 4	6 Mar 2026	0001214659-26-004007
Form 4	6 Mar 2026	0001628280-26-016467
Form 4	6 Mar 2026	0001628280-26-016469
Form 4	6 Mar 2026	0001628280-26-016470
Form 4	6 Mar 2026	0001628280-26-016471
Form 4	6 Mar 2026	0001628280-26-016472
Form 4	6 Mar 2026	0001628280-26-016473
Form 4	6 Mar 2026	0001628280-26-016474
Form 4	6 Mar 2026	0001628280-26-016475
Form 4	6 Mar 2026	0001628280-26-016476
Form 4	6 Mar 2026	0001628280-26-016477
Form 4	6 Mar 2026	0001628280-26-016478
Form 4	6 Mar 2026	0001628280-26-016479
Form 4	6 Mar 2026	0001628280-26-016480
Form 4	6 Mar 2026	0001628280-26-016481
Form 4	6 Mar 2026	0001628280-26-016482
Form 4	6 Mar 2026	0001628280-26-016483
Form 4	6 Mar 2026	0001628280-26-016484
Form 4	6 Mar 2026	0001628280-26-016485
Form 4	6 Mar 2026	0001628280-26-016486
Form 4	27 Feb 2026	0000950142-26-000578
Form 4	26 Feb 2026	0000950142-26-000576
Form 4	26 Feb 2026	0000950142-26-000577
Form 4	26 Feb 2026	0000950142-26-000579
Form 4	26 Feb 2026	0000950142-26-000580
Form 4	12 Feb 2026	0000950142-26-000421
Form 4	12 Feb 2026	0000950142-26-000422
Form 4	12 Feb 2026	0000950142-26-000423
Form 4	12 Feb 2026	0000950142-26-000424
Form 4	12 Feb 2026	0000950142-26-000425
Form 4	12 Feb 2026	0000950142-26-000426
Form 4	12 Feb 2026	0000950142-26-000427
Form 4	15 Jan 2026	0002072021-26-000002
Form 4	4 Jan 2026	0001812000-26-000002
Form 4	2 Jan 2026	0002043251-26-000002
Form 4	19 Dec 2025	0000950142-25-003260
Form 4	5 Dec 2025	0000950142-25-003154
Form 4	24 Nov 2025	0000950142-25-003065
Form 4	24 Nov 2025	0000950142-25-003066
Form 4	10 Nov 2025	0002091386-25-000004
Form 4	29 Feb 2024	0001104659-24-030006
Form 144	1 Sep 2026	0001950047-26-008942
Form 144	10 Mar 2026	0001972481-26-000095
Form 144	9 Mar 2026	0001972481-26-000088
Form 144	6 Mar 2026	0001950047-26-002327
Form 144	27 Feb 2026	0001969223-26-000256
Form 144	27 Feb 2026	0001969223-26-000257
Form 144	27 Feb 2026	0001969223-26-000258
Form 144	26 Feb 2026	0001950047-26-001825
Form 144	26 Feb 2026	0001950047-26-001826
Form 144	26 Feb 2026	0001950047-26-001830
Form 144	26 Feb 2026	0001950047-26-001831
Form 144	26 Feb 2026	0001968582-26-000164
Form 144	26 Feb 2026	0001968582-26-000165
Form 144	26 Feb 2026	0001969223-26-000248
Form 144	26 Feb 2026	0001969223-26-000249
Form 144	26 Feb 2026	0001969223-26-000250
Form 144	24 Nov 2025	0001950047-25-009310

Table A.2 Filings of peers and other companies

Company	Form	Period or filing date	Accession number
Alphabet	10-K	31 Dec 2025	0001652044-26-000018
Alphabet	10-Q	30 Jun 2026	0001652044-26-000071
Amazon	10-K	31 Dec 2025	0001018724-26-000004
Amazon	10-Q	30 Jun 2026	0001018724-26-000026
Carrier	10-K	31 Dec 2025	0001783180-26-000008
Carrier	10-Q	30 Jun 2026	0001783180-26-000032
Eaton	10-K	31 Dec 2025	0001551182-26-000007
Eaton	10-Q	30 Jun 2026	0001551182-26-000030
Hubbell	10-K	31 Dec 2025	0001628280-26-007500
Hubbell	10-Q	30 Jun 2026	0001628280-26-050405
Johnson Controls	10-K	30 Sep 2025	0000833444-25-000097
Johnson Controls	10-Q	30 Jun 2026	0000833444-26-000087
Meta	10-K	31 Dec 2025	0001628280-26-003942
Meta	10-Q	30 Jun 2026	0001628280-26-050705
Microsoft	10-K	30 Jun 2026	0001193125-26-323660
Modine	10-K	31 Mar 2026	0001104659-26-066795
Modine	10-Q	30 Jun 2026	0001104659-26-088569
Oracle	10-K	31 May 2026	0001193125-26-277521
Oracle	10-Q	31 Aug 2026	0001193125-26-389274
Trane Technologies	10-K	31 Dec 2025	0001628280-26-005731
Trane Technologies	10-Q	30 Jun 2026	0001628280-26-051117
nVent	10-K	31 Dec 2025	0001628280-26-008608
nVent	10-Q	30 Jun 2026	0001628280-26-051428

This report is for information only and is not financial advice.

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