vrt-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __to__

Commission File No. 001-38518

Vertiv Holdings Co

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

81-2376902

(I.R.S Employer

Identification No.)

505 N. Cleveland Ave., Westerville, Ohio 43082

(Address of principal executive offices including zip code)

614-888-0246

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

VRT

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of April 20, 2026, there were 384,108,816 shares of the Company’s Class A common stock, par value $0.0001, outstanding.

TABLE OF CONTENTS

Page

Part I - Financial Information

Item 1.

Financial Statements (Unaudited)

Condensed Consolidated Statements of Earnings (Loss)

Condensed Consolidated Statements of Comprehensive Income (Loss)

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Cash Flows

Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit)

Notes to Condensed Consolidated Financial Statements (Unaudited)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Part II - Other Information

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

VERTIV HOLDINGS CO

(Dollars in millions except for per share data)


	Three months ended March 31, 2026		Three months ended March 31, 2025
Net sales
Net sales - products	$	2,135.8	$	1,649.7
Net sales - services	513.7		386.3
Net sales	2,649.5		2,036.0
Costs and expenses
Cost of sales - products	1,348.4		1,112.1
Cost of sales - services	301.4		237.4
Cost of sales	1,649.8		1,349.5
Operating expenses
Selling, general and administrative expenses	456.7		346.3
Amortization of intangibles	77.6		46.0
Restructuring costs	(4.9)		1.1
Foreign currency (gain) loss, net	(1.6)		2.6

Other operating expense (income)	31.8		(0.2)
Operating profit (loss)	440.1		290.7
Interest expense (income), net	(4.4)		25.3
Loss on extinguishment of debt	6.2		—

Income (loss) before income taxes	438.3		265.4
Income tax expense (benefit)	48.2		100.9
Net income (loss)	$	390.1	$	164.5

Earnings (loss) per share:
Basic	$	1.02	$	0.43
Diluted	$	0.99	$	0.42
Weighted-average shares outstanding:
Basic	382,921,496		380,845,511
Diluted	392,128,170		390,109,650

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

Table of contents

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

VERTIV HOLDINGS CO

(Dollars in millions)


	Three months ended March 31, 2026		Three months ended March 31, 2025
Net income (loss)	$	390.1	$	164.5
Other comprehensive income (loss), net of tax:
Foreign currency translation	(40.3)		77.1
Interest rate swaps	(47.2)		(9.7)
Pension	(0.3)		—
Foreign currency exchange forwards	(6.6)		6.2
Other comprehensive income (loss), net of tax:	(94.4)		73.6
Comprehensive income (loss)	$	295.7	$	238.1

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

Table of contents

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

VERTIV HOLDINGS CO

(Dollars in millions)


	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	2,150.6	$	1,728.4
Short-term investments	349.9		99.5
Accounts receivable, less allowances of $26.6 and $25.6, respectively	3,148.7		3,109.0
Inventories	1,834.6		1,456.5
Other current assets	500.8		426.1
Total current assets	7,984.6		6,819.5
Property, plant and equipment, net	997.5		921.8
Other assets:
Goodwill	2,023.7		2,033.7
Other intangible assets, net	1,806.0		1,894.8
Deferred income taxes	177.8		179.6
Right-of-use assets, net	330.8		303.0
Other	79.7		60.0
Total other assets	4,418.0		4,471.1
Total assets	$	13,400.1	$	12,212.4
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	20.9

Accounts payable	1,951.7		1,756.4
Deferred revenue	2,461.8		1,814.7
Accrued expenses and other liabilities	856.2		771.6
Income taxes	73.5		43.4
Total current liabilities	5,343.2		4,407.0
Long-term debt, net	2,922.2		2,892.1
Deferred income taxes	221.2		232.8

Long-term lease liabilities	270.4		245.2
Other long-term liabilities	398.2		494.0
Total liabilities	9,155.2		8,271.1
Equity
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding	—		—
Common stock, $0.0001 par value, 700,000,000 shares authorized, 383,954,111 and 382,553,680 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	—		—

Additional paid-in capital	2,927.0		2,895.2
Retained earnings	1,394.1		1,027.9
Accumulated other comprehensive income (loss)	(76.2)		18.2
Total equity	4,244.9		3,941.3
Total liabilities and equity	$	13,400.1	$	12,212.4

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

Table of contents

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

VERTIV HOLDINGS CO

(Dollars in millions)


	Three months ended March 31, 2026		Three months ended March 31, 2025
Cash flows from operating activities:
Net income (loss)	$	390.1	$	164.5
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Depreciation	27.5		22.9
Amortization	80.2		48.7
Deferred income taxes	(28.2)		33.3
Amortization of debt discount and issuance costs	1.6		2.2



Stock-based compensation	17.0		11.2
Changes in operating working capital	227.8		(4.8)
Change in fair value of contingent consideration	33.2		—
Other	17.6		25.3
Net cash provided by (used for) operating activities	766.8		303.3
Cash flows from investing activities:
Capital expenditures	(112.6)		(36.5)
Investments in capitalized software	(1.4)		(2.3)
Purchase of short-term investments	(348.4)		—
Proceeds from maturities of short-term investments	100.0		—
Investments in affiliates	(13.9)		—
Acquisition of businesses, net of cash acquired	(0.4)		—

Net cash provided by (used for) investing activities	(376.7)		(38.8)
Cash flows from financing activities:


Proceeds from the issuance of long-term debt	2,100.0		—
Repayment of long-term debt	(2,076.1)		(5.3)




Dividend payment	(23.9)		(14.2)

Exercise of employee stock options	23.5		1.3
Employee taxes paid from shares withheld	(11.6)		(6.7)
Net cash provided by (used for) financing activities	11.9		(24.9)
Effect of exchange rate changes on cash and cash equivalents	(0.6)		4.3
Increase (decrease) in cash, cash equivalents and restricted cash	401.4		243.9
Beginning cash, cash equivalents and restricted cash	1,789.8		1,232.2
Ending cash, cash equivalents and restricted cash

SEC Form 10-Q filed by Vertiv Holdings LLC