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)
02/26/2026

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	02/26/2026		S		18,561	D	$252.61⁽¹⁾	90,606	I	By R VRT GRAT 2025
Class A Common Stock	02/26/2026		S		9,056	D	$253.67⁽²⁾	81,550	I	By R VRT GRAT 2025
Class A Common Stock	02/26/2026		S		8,216	D	$254.7⁽³⁾	73,334	I	By R VRT GRAT 2025
Class A Common Stock	02/26/2026		S		1,251	D	$255.24⁽⁴⁾	72,083	I	By R VRT GRAT 2025
Class A Common Stock	02/27/2026		S		20,808	D	$251.61⁽⁵⁾	51,275	I	By R VRT GRAT 2025
Class A Common Stock	02/27/2026		S		16,275	D	$252.26⁽⁶⁾	35,000	I	By R VRT GRAT 2025
Class A Common Stock	02/26/2026		S		27,354	D	$252.61⁽¹⁾	81,812	I	By S VRT GRAT 2025
Class A Common Stock	02/26/2026		S		13,287	D	$253.67⁽²⁾	68,525	I	By S VRT GRAT 2025
Class A Common Stock	02/26/2026		S		12,098	D	$254.7⁽³⁾	56,427	I	By S VRT GRAT 2025
Class A Common Stock	02/26/2026		S		1,844	D	$255.24⁽⁴⁾	54,583	I	By S VRT GRAT 2025
Class A Common Stock	02/27/2026		S		20,909	D	$251.62⁽⁷⁾	33,674	I	By S VRT GRAT 2025
Class A Common Stock	02/27/2026		S		17,293	D	$252.29⁽⁸⁾	16,381	I	By S VRT GRAT 2025
Class A Common Stock	02/27/2026		S		16,181	D	$253.49⁽⁹⁾	200	I	By S VRT GRAT 2025
Class A Common Stock	02/27/2026		S		200	D	$254.09⁽¹⁰⁾	0	I	By S VRT GRAT 2025
Class A Common Stock	02/26/2026		S		5,003	D	$252.61⁽¹⁾	44,997	I	By R VRT GRAT 2024 II
Class A Common Stock	02/26/2026		S		2,448	D	$253.67⁽²⁾	42,549	I	By R VRT GRAT 2024 II
Class A Common Stock	02/26/2026		S		2,210	D	$254.7⁽³⁾	40,339	I	By R VRT GRAT 2024 II
Class A Common Stock	02/26/2026		S		339	D	$255.24⁽⁴⁾	40,000	I	By R VRT GRAT 2024 II
Class A Common Stock	02/27/2026		S		9,470	D	$251.53⁽¹¹⁾	30,530	I	By R VRT GRAT 2024 II
Class A Common Stock	02/27/2026		S		530	D	$252.02⁽¹²⁾	30,000	I	By R VRT GRAT 2024 II
Class A Common Stock								18,313	I	By R VRT GRAT 2025 II
Class A Common Stock								18,313	I	By S VRT GRAT 2025 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)
Stock Option	$12.05							⁽¹³⁾	02/07/2030	Class A Common Stock	38,647		38,647	D
Stock Option	$20.56							⁽¹⁴⁾	02/04/2031	Class A Common Stock	38,647		38,647	D
Stock Option	$11.5							⁽¹⁵⁾	03/03/2032	Class A Common Stock	38,647		38,647	D
Stock Option	$15.84							⁽¹⁶⁾	03/07/2033	Class A Common Stock	30,000		30,000	D
Stock Option	$72.09							⁽¹⁷⁾	03/07/2034	Class A Common Stock	15,000		15,000	D
Stock Option	$85.04							⁽¹⁸⁾	03/07/2035	Class A Common Stock	15,000		15,000	D

Explanation of Responses:

1. The trade was executed in a series of transactions with a price range of $252.15 to $253.14, inclusive, with a weighted average price of $252.61. The reporting person undertakes to provide to Vertiv Holdings Co, any security holder of Vertiv Holdings Co, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote and in footnotes 2 through 12, inclusive.

2. The trade was executed in a series of transactions with a price range of $253.15 to $254.14, inclusive, with a weighted average price of $253.67.

3. The trade was executed in a series of transactions with a price range of $254.15 to $255.145, inclusive, with a weighted average price of $254.70.

4. The trade was executed in a series of transactions with a price range of $255.15 to $255.48, inclusive, with a weighted average price of $255.24.

5. The trade was executed in a series of transactions with a price range of $251.01 to $252.00, inclusive, with a weighted average price of $251.61.

6. The trade was executed in a series of transactions with a price range of $252.01 to $252.60, inclusive, with a weighted average price of $252.26.

7. The trade was executed in a series of transactions with a price range of $251.03 to $252.02, inclusive, with a weighted average price of $251.62.

8. The trade was executed in a series of transactions with a price range of $252.03 to $252.60, inclusive, with a weighted average price of $252.29.

9. The trade was executed in a series of transactions with a price range of $253.08 to $254.04, inclusive, with a weighted average price of $253.49.

10. The trade was executed in a series of transactions with a price range of $254.08 to $254.10, inclusive, with a weighted average price of $254.09.

11. The trade was executed in a series of transactions with a price range of $251.00 to $251.98, inclusive, with a weighted average price of $251.53.

12. The trade was executed in a series of transactions with a price range of $252.00 to $252.09, inclusive, with a weighted average price of $252.02.

13. Consists of 38,647 stock options granted on February 7, 2020, which vested as to 9,661 on February 7, 2021 and as to 9,662 on each of February 7, 2022, February 7, 2023 and February 7, 2024.

14. Consists of 38,647 stock options granted on February 4, 2021, which vested as to 9,662 on each of February 4, 2022, February 4, 2023 and February 4, 2024, and as to 9,661 on February 4, 2025.

15. Consists of 38,647 stock options granted on March 3, 2022, which vested as to 9,661 on March 3, 2023 and as to 9,662 on each of March 3, 2024 and March 3, 2025, and which will vest as to 9,662 on March 3, 2026.

16. Consists of 30,000 stock options granted on March 7, 2023, which vested as to 7,500 on each of March 15, 2024 and March 15, 2025, and which will vest as to 7,500 on each of March 15, 2026 and March 15, 2027.

17. Consists of 15,000 stock options granted on March 7, 2024, which vested as to 3,750 on March 15, 2025, and which will vest as to 3,750 on each of March 15, 2026, March 15, 2027 and March 15, 2028.

18. Consists of 15,000 stock options granted on March 7, 2025, which will vest as to 3,750 on each of March 15, 2026, March 15, 2027, March 15, 2028 and March 15, 2029.

	/s/ Eric Boxterman, as attorney-in-fact	03/02/2026
	** 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 sold $51,397,591 worth of shares (203,333 units at $252.78) (SEC Form 4)