SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FRADIN ROGER

(Last)

(First)

(Middle)

C/O VERTIV HOLDINGS CO

505 N. CLEVELAND AVE

(Street)

WESTERVILLE

43082

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vertiv Holdings Co [ VRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/19/2025		G		18,313⁽¹⁾	D	$0	0	D
Class A Common Stock	12/19/2025		G		18,313⁽¹⁾	A	$0	18,313	I	By R VRT GRAT 2025 II
Class A Common Stock	12/19/2025		G		18,313⁽²⁾	D	$0	0	I	By spouse
Class A Common Stock	12/19/2025		G		18,313⁽²⁾	A	$0	18,313	I	By S VRT GRAT 2025 II
Class A Common Stock								109,167	I	By R VRT GRAT 2025
Class A Common Stock								109,166	I	By S VRT GRAT 2025
Class A Common Stock								50,000	I	By R VRT GRAT 2024 II
Class A Common Stock								50,000	I	By S VRT GRAT 2024 II

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Reporting Person previously directly beneficially owned these shares of Class A Common Stock. On December 19, 2025, the Reporting Person gifted the Class A Common Stock to the R VRT GRAT 2025 II, of which the Reporting Person is the trustee and annuitant and which is for the benefit of the Reporting Person and the Reporting Person's children, and over which securities the Reporting Person maintains indirect beneficial ownership. As of the date of this Form 4, these securities have not been sold and remain held by the R VRT GRAT 2025 II.

2. The Reporting Person?s spouse previously directly beneficially owned these shares of Class A Common Stock. On December 19, 2025, the Reporting Person?s spouse gifted the Class A Common Stock to the S VRT GRAT 2025 II, of which the Reporting Person's spouse is the trustee and annuitant and which is for the benefit of the Reporting Person's spouse and the Reporting Person's children, and over which securities the Reporting Person maintains indirect beneficial ownership. As of the date of this Form 4, these securities have not been sold and remain held by the S VRT GRAT 2025 II.

	/s/ Eric Boxterman, as attorney-in-fact	12/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Director Fradin Roger gifted 36,626 shares and received a gift of 36,626 shares, closing all direct ownership in the company (SEC Form 4)