Vertiv Holdings Co (VRT) · Quarterly Report (10-Q) SEC Filing

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 June 30, 2026Three months ended June 30, 2025Six months ended June 30, 2026Six months ended June 30, 2025 Net sales Net sales - products$2,646.7 $2,166.0 $4,782.5 $3,815.7 Net sales - services627.6 472.1 1,141.3 858.4 Net sales3,274.3 2,638.1 5,923.8 4,674.1 Costs and expenses Cost of sales - products1,667.8 1,470.3 3,016.2 2,582.4 Cost of sales - services371.6 271.2 673.0 508.6 Cost of sales2,039.4 1,741.5 3,689.2 3,091.0 Operating expenses Selling, general and administrative expenses494.4 395.6 951.1 741.9 Amortization of intangibles73.7 46.9 151.3 92.9 Restructuring costs(3.9)1.9 (8.8)3.0 Foreign currency (gain) loss, net3.9 2.3 2.3 4.9 28.9 7.5 60.7 7.3 Operating profit (loss)637.9 442.4 1,078.0 733.1 Interest expense (income), net17.4 21.3 13.0 46.6 Loss on extinguishment of debt 6.2 Other non-operating expense (income)0.5 0.5 Income (loss) before income taxes620.0 421.1 1,058.3 686.5 Income tax expense (benefit)122.2 96.9 170.4 197.8 Net income (loss)$497.8 $324.2 $887.9 $488.7 Earnings (loss) per share: Basic$1.29 $0.85 $2.31 $1.28 Diluted$1.27 $0.83 $2.26 $1.25 Weighted-average shares outstanding: Basic384,555,346381,482,996383,742,935 381,166,015 Diluted392,746,991389,846,827392,511,287 389,977,516 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements 2 Table of contents UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) VERTIV HOLDINGS CO (Dollars in millions) Three months ended June 30, 2026Three months ended June 30, 2025Six months ended June 30, 2026Six months ended June 30, 2025 Net income (loss)$497.8 $324.2 $887.9 $488.7 Other comprehensive income (loss), net of tax: Foreign currency translation8.2 116.8 (32.1)193.9 Interest rate swaps (6.6)(47.2)(16.3) Pension (0.2)0.2 (0.5)0.2 Foreign currency exchange forwards3.0 10.0 (3.6)16.2 Other comprehensive income (loss), net of tax:11.0 120.4 (83.4)194.0 Comprehensive income (loss)$508.8 $444.6 $804.5 $682.7 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements 3 Table of contents UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS VERTIV HOLDINGS CO (Dollars in millions) June 30, 2026December 31, 2025 ASSETS Current assets: Cash and cash equivalents$2,810.6 $1,728.4 Short-term investments300.0 99.5 Accounts receivable, less allowances of $29.1 and $25.6, respectively 3,750.3 3,109.0 Inventories2,522.7 1,456.5 Other current assets601.3 426.1 Total current assets9,984.9 6,819.5 Property, plant and equipment, net1,184.2 921.8 Other assets: Goodwill2,283.3 2,033.7 Other intangible assets, net1,800.8 1,894.8 Deferred income taxes170.1 179.6 Right-of-use assets, net387.2 303.0 Other90.4 60.0 Total other assets4,731.8 4,471.1 Total assets$15,900.9 $12,212.4 LIABILITIES AND EQUITY Current liabilities: Current portion of long-term debt$ $20.9 2,473.1 1,756.4 Deferred revenue3,633.7 1,814.7 Accrued expenses and other liabilities1,061.4 771.6 Income taxes74.8 43.4 Total current liabilities7,243.0 4,407.0 Long-term debt, net2,939.8 2,892.1 Deferred income taxes234.1 232.8 316.4 245.2 Other long-term liabilities410.0 494.0 Total liabilities11,143.3 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, 384,936,985 and 382,553,680 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively 2,954.8 2,895.2 Retained earnings1,868.0 1,027.9 Accumulated other comprehensive income (loss) (65.2)18.2 Total equity4,757.6 3,941.3 Total liabilities and equity$15,900.9 $12,212.4 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements 4 Table of contents UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS VERTIV HOLDINGS CO (Dollars in millions) Six months ended June 30, 2026Six months ended June 30, 2025 Cash flows from operating activities: Net income (loss)$887.9 $488.7 Adjustments to reconcile net income (loss) to net cash used for operating activities: Depreciation66.9 46.4 Amortization156.6 98.5 Deferred income taxes(26.1)23.1 Amortization of debt discount and issuance costs2.2 4.3 30.8 24.5 Changes in operating working capital678.8 (95.2) Change in fair value of contingent consideration62.0 Other7.5 35.9 Net cash provided by (used for) operating activities1,866.6 626.2 Cash flows from investing activities: Capital expenditures(285.9)(81.5) Investments in capitalized software(2.6)(3.2) Purchase of short-term investments(546.6)(98.1) Proceeds from maturities of short-term investments351.5 Investments in affiliates(19.0) Acquisition of businesses, net of cash acquired(278.1) (780.7)(182.8) Cash flows from financing activities: 2,100.0 Repayment of long-term debt(2,076.1)(10.5) (47.8)(28.4) 44.1 13.0 Employee taxes paid from shares withheld(23.2)(7.0) Net cash provided by (used for) financing activities(3.0)(32.9) Effect of exchange rate changes on cash and cash equivalents2.9 13.3 Increase (decrease) in cash, cash equivalents and restricted cash1,085.8 423.8 Beginning cash, cash equivalents and restricted cash1,789.8 1,232.2 Ending cash, cash equivalents and restricted cash$2,875.6 $1,656.0 Changes in operating working capital Accounts receivable$(644.2)$(380.8) Inventories(1,048.0)(137.5) Other current assets(145.3)(23.9) Accounts payable685.3 269.5 Deferred revenue1,822.7 171.5 Accrued expenses and other liabilities22.2 (43.3) Income taxes(13.9)49.3 Total changes in operating working capital$678.8 $(95.2) See accompanying Notes to Unaudited Condensed Consolidated Financial Statements 5 Table of contents UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT) VERTIV HOLDINGS CO (Dollars in millions) Common Share Capital SharesAmountAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Total Balance at December 31, 2024380,703,974 $ $2,821.4 $(238.3)$(148.8)$2,434.3 Net income (loss) 164.5 164.5 Exercise of employee stock options109,017 1.3 1.3 Stock-based compensation activity, net of shares withheld for tax(1) 169,340 4.5 4.5 Employee 401K match with Vertiv stock18,813 2.4 2.4 Dividend (14.2) (14.2) Other comprehensive income (loss), net of tax 73.6 73.6 Balance at March 31, 2025381,001,144 $ $2,829.6 $(88.0)$(75.2)$2,666.4 Net income (loss) 324.2 324.2 Exercise of employee stock options733,437 11.7 11.7 Stock-based compensation activity, net of shares withheld for tax(2) 7,784 13.0 13.0 Employee 401K match with Vertiv stock61,463 3.9 3.9 Dividend (14.2) (14.2) Other comprehensive income (loss), net of tax 120.4 120.4 Balance at June 30, 2025381,803,828 $ $2,858.2 $222.0 $45.2 $3,125.4 382,553,680$ 2,895.2 $1,027.9 $18.2 $3,941.3 Net income (loss) 390.1 390.1 Exercise of employee stock options1,268,993 23.5 Stock-based compensation activity, net of withholding for tax(3) 114,813 5.4 Employee 401K match with Vertiv stock16,625 2.9 Dividend (23.9) (23.9) (94.4)(94.4) Balance at March 31, 2026383,954,111 $ 2,927.0 $1,394.1 $(76.2)$4,244.9 Net income (loss) 497.8 497.8 Exercise of employee stock options874,850 20.6 Stock-based compensation, net of shares withheld for tax(4) 91,824 2.2 Employee 401K match with Vertiv stock16,200 5.0 Dividend (23.9) (23.9) 11.0 11.0 Balance at June 30, 2026384,936,985 $ 2,954.8 $1,868.0 $(65.2)$4,757.6 AdjustmentsAdjusted Preliminary Allocation Accounts receivable$69.5 $ $69.5 Other current assets7.2 7.2 Property, plant and equipment150.0 150.0 Goodwill588.4 0.9 589.3 Other intangible assets445.2 445.2 Right-of-use assets, net3.5 3.5 Accounts payable11.3 11.3 Deferred revenue12.0 12.0 Accrued expenses and other liabilities4.7 4.7 Deferred income taxes95.0 95.0 Other long-term liabilities2.5 2.5 Net assets acquired and liabilities assumed$1,138.3 $0.9 $1,139.2 The following table represents the definite lived intangible assets acquired, the preliminary fair values and respective useful lives: Useful LifePreliminary Fair Value Customer relationships9.5$372.6 Trademarks8.039.8 Other0.532.3 Capitalized software5.00.5 Total intangible assets$445.2 8 Table of contents The Company used the multi-period excess earnings method to value the customer relationship intangible assets and the relief from royalty method to value the trademark intangible assets. The significant assumptions used to estimate the fair value of customer relationships included forecasted earnings before interest, taxes, depreciation, and amortization, customer attrition rates and a discount rate. The significant assumptions used to estimate the fair value of trademark included the forecasted revenues, royalty rates and a discount rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The estimated weighted-average useful lives were 8.71 years for finite lived intangible assets. Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of net assets recognized by PurgeRite, and represents the future economic benefits, including synergies, and assembled workforce, that are expected to be achieved as a result of the consummation of the Acquisition. The goodwill arising from the Acquisition is not expected to be deductible for tax purposes. All of the goodwill has been allocated to the Americas segment. Great Lakes On July 17, 2025, the Company entered into a purchase agreement to acquire Great Lakes Data Racks & Cabinets family of companies ("Great Lakes"). The transaction closed on August 20, 2025. Total consideration transferred was $203.5. The preliminary valuation of the net assets acquired include $107.6 of finite-lived identifiable intangible assets, $30.7 of all other net assets acquired, consisting primarily of accounts receivable and inventory, and $65.2 of tax-deductible goodwill. In the fourth quarter of 2025, the Company adjusted the preliminary valuation of all other net assets by $(1.1) and goodwill by $1.1. In the first quarter of 2026, the Company adjusted the preliminary valuation of the goodwill by $0.5. Goodwill was allocated to the America's segment. Identifiable intangible assets have initial useful lives of 5 to 10 years and include customer relationships, developed technology, and trademarks. The estimated weighted-average useful lives was 9.82 years. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that the asset will generate over the remaining useful life, discounted to present value using an appropriate discount rate. The Company has finalized the valuation to determine the final purchase price allocation, including the final working capital adjustments and amounts allocated to intangible assets. Other Acquisitions During the three months ended June 30, 2026, the Company completed three acquisitions with an aggregate total consideration transferred of $331.8, net of cash acquired of $4.7. The gross consideration was $336.5, consisting of $278.1 in cash, $28.5 of contingent consideration and $29.9 other. The acquired businesses are solution providers in liquid cooling technologies, heat-exchange and heat rejection technologies, and custom-engineered structural fabrication. The preliminary valuation of net assets acquired include $67.4 of finite-lived identifiable intangible assets, $9.0 of all other net assets acquired, consisting primarily of accounts receivable and inventory, and $260.1 of goodwill. The Company is required to pay up to $35.0 of additional cash consideration related to one of the acquisitions if specified future events occur or conditions are met, pursuant to the terms and conditions of the acquisition agreement. Goodwill of $93.1 is expected to be tax-deductible and goodwill of $167.0 is not expected to be tax-deductible. Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of net assets recognized by the acquired businesses, and represents the future economic benefits, including synergies, and assembled workforce, that are expected to be achieved as a result of the consummation of the acquisitions. Goodwill of $133.7 was allocated to the Americas segment and goodwill of $126.4 was allocated to the Europe, Middle East & Africa segment. Identifiable intangible assets have initial useful lives of 1 to 10 years and include customer relationships, developed technology, trademarks, and order backlog. The estimated weighted-average useful lives was 7.46 years. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that the asset will generate over the remaining useful life, discounted to present value using an appropriate discount rate. The Company is still in the process of finalizing the valuation estimates to determine the final purchase price allocation, including the final working capital adjustments and amounts allocated to intangible assets. The Company expects to complete this process no later than twelve months after the closing of these acquisitions. (4) REVENUE The Company recognizes revenue from the sale of manufactured products and services when control of promised goods or services are transferred to customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. 9 Table of contents Disaggregation of Revenues The following table disaggregates revenue by business segment, product and service offering and timing of transfer of control: Three months ended June 30, 2026 AmericasAsia PacificEurope, Middle East, & AfricaTotal Sales by Product and Service Offering: Products$1,666.1 $562.4 $377.9 $2,606.4 Services & spares404.7 157.5 105.7 667.9 Total$2,070.8 $719.9 $483.6 $3,274.3 Timing of Revenue Recognition: Products and services transferred at a point in time$1,697.4 $564.5 $260.6 $2,522.5 Products and services transferred over time373.4 155.4 223.0 751.8 Total$2,070.8 $719.9 $483.6 $3,274.3 Three months ended June 30, 2025 AmericasAsia PacificEurope, Middle East, & AfricaTotal Sales by Product and Service Offering: Products$1,320.8 $424.0 $374.1 $2,118.9 Services & spares281.5 136.2 101.5 519.2 Total$1,602.3 $560.2 $475.6 $2,638.1 Timing of Revenue Recognition: Products and services transferred at a point in time$1,356.4 $425.2 $294.3 $2,075.9 Products and services transferred over time245.9 135.0 181.3 562.2 Total$1,602.3 $560.2 $475.6 $2,638.1 Six months ended June 30, 2026 AmericasAsia PacificEurope, Middle East, & AfricaTotal Sales by Product and Service Offering: Products$3,142.0 $943.5 $612.1 $4,697.6 Services & spares743.2 290.1 192.9 1,226.2 Total$3,885.2 $1,233.6 $805.0 $5,923.8 Timing of Revenue Recognition: Products and services transferred at a point in time$3,209.3 $946.9 $457.5 $4,613.7 Products and services transferred over time675.9 286.7 347.5 1,310.1 Total$3,885.2 $1,233.6 $805.0 $5,923.8 10 Table of contents Six months ended June 30, 2025 AmericasAsia PacificEurope, Middle East, & AfricaTotal Sales by Product and Service Offering: Products$2,279.1 $757.8 $693.1 $3,730.0 Services & spares508.5 249.6 186.0 944.1 Total$2,787.6 $1,007.4 $879.1 $4,674.1 Timing of Revenue Recognition: Products and services transferred at a point in time$2,330.1 $761.3 $534.8 $3,626.2 Products and services transferred over time457.5 246.1 344.3 1,047.9 Total$2,787.6 $1,007.4 $879.1 $4,674.1 The opening and closing balances of current and long-term deferred revenue as of June 30, 2026 and December 31, 2025 were as follows: Balances at June 30, 2026 Balances at December 31, 2025 Deferred revenue - current $3,633.7 $1,814.7 Deferred revenue - noncurrent(1) 122.6 107.6 (1) Noncurrent deferred revenue is recorded within Other long-term liabilities on the Unaudited Condensed Consolidated Balance Sheets. The amount of deferred revenue - current recognized for the three and six months ended June 30, 2026 was $604.8 and $1,277.3. Deferred revenue - noncurrent consists primarily of maintenance, extended warranty and other service contracts. The Company expects to recognize noncurrent deferred revenue of $61.6, $34.9 and $26.1 in the next 13 to 24 months, the next 25 to 36 months, and thereafter, respectively. (5) RESTRUCTURING COSTS Restructuring costs include expenses associated with the Company s efforts to continually improve operational efficiency and reposition its assets to remain competitive on a worldwide basis. Plant closing and other costs include lease and contract termination costs of moving fixed assets, employee training, relocation, and facility costs. These costs are recorded in "Restructuring costs" on the Unaudited Condensed Consolidated Statement of Earnings (Loss). Restructuring costs by business segment were as follows: Three months ended June 30, 2026Three months ended June 30, 2025 Six months ended June 30, 2026Six months ended June 30, 2025 Americas$ $0.6 $0.1 $0.7 Asia Pacific 0.9 0.9 Europe, Middle East & Africa(1) 0.3 (5.0)0.9 Corporate(2) (3.9)0.1 (3.9)0.5 Total$(3.9)$1.9 $(8.8)$3.0 (1) During the six months ended June 30, 2026, restructuring reserves were adjusted due to a change in restructuring plans previously recorded in Europe, Middle East & Africa. (2) During the three and six months ended June 30, 2026, restructuring reserves were adjusted related to the global restructuring program. This program was initiated at the global level to streamline operations, optimize our cost structure and improve operational efficiencies, and as such, these costs are captured within the Corporate category above. The Company has an on-going multi-year restructuring program in place to align its cost structure to support margin expansion targets. The program includes workforce reductions and footprint optimization across all segments. The current liability and non-current liability for estimated restructuring costs is recorded in "Accrued expenses and other liabilities and "Other long-term liabilities", respectively, on the Unaudited Condensed Consolidated Balance Sheets. The change in the current liability for the restructuring costs during the six months ended June 30, 2026 were as follows: December 31, 2025Paid/UtilizedExpenseJune 30, 2026 Severance and benefits$44.1 $(13.6)$(8.9)$21.6 Plant closing and other0.1 (0.2)0.1 Total$44.2 $(13.8)$(8.8)$21.6 11 Table of contents The change in the current liability for the restructuring costs during the six months ended June 30, 2025 were as follows: December 31, 2024Paid/UtilizedExpenseJune 30, 2025 Severance and benefits$10.3 $(6.4)$2.0 $5.9 Plant closing and other0.1 (1.0)1.0 0.1 Total$10.4 $(7.4)$3.0 $6.0 (6) DEBT Long-term debt, net, consisted of the following as of June 30, 2026 and December 31, 2025: June 30, 2026December 31, 2025 Term Loan due 2032 at 5.61% at December 31, 2025 $ $2,076.1 Senior Secured Notes due 2028 at 4.125% at both June 30, 2026 and December 31, 2025 850.0 850.0 600.0 Senior Notes due 2046 at 5.650% at June 30, 2026 500.0 Senior Notes due 2056 at 5.800% at June 30, 2026 500.0 Senior Notes due 2066 at 5.950% at June 30, 2026 500.0 0.55% to 5.12% notes (maturities ranging from 2027 to 2036) 17.2 Unamortized discount and issuance costs(27.4)(13.1) 2,939.8 2,913.0 Less: current portion (20.9) Total long-term debt, net of current portion$2,939.8 $2,892.1 Senior Notes On March 3, 2026, Vertiv Holdings Co (the Issuer ) issued $2,100.0 in aggregate principal amount of senior unsecured notes consisting of $600.0 aggregate principal amount of 4.850% Senior Notes due 2036 (the 2036 Notes ), $500.0 aggregate principal amount of 5.650% Senior Notes due 2046 (the 2046 Notes ), $500.0 aggregate principal amount of 5.800% Senior Notes due 2056 (the 2056 Notes ) and $500.0 aggregate principal amount of 5.950% Senior Notes due 2066 (the 2066 Notes and, together with the 2036 Notes, the 2046 Notes and the 2056 Notes, the Senior Notes ). The Company used the net proceeds from the sale of the Senior Notes, together with cash on hand, to repay in full all outstanding indebtedness under its Term Loan Credit Agreement, dated as of March 2, 2020 (as amended, the Term Loan Credit Agreement ), among Vertiv Group Corporation, as borrower, the guarantors party thereto, the lenders party thereto, and Citibank, N.A., as administrative agent and collateral agent and to pay related fees and expenses. The Senior Notes were issued under an Indenture, dated as of March 3, 2026 (the Base Indenture ), as amended and supplemented by a First Supplemental Indenture, dated as of March 3, 2026 (the First Supplemental Indenture and, together with the Base Indenture, the Senior Notes Indenture ), between the Company and U.S. Bank Trust Company, National Association, as trustee. Interest on the Senior Notes is payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2026. Each tranche of the Senior Notes mature on March 15 in their respective year of maturity. The Senior Notes are senior unsecured obligations of the Issuer and rank equally in right of payment with all of the Issuer s other senior unsecured indebtedness from time to time outstanding, senior in right of payment to all of the Issuer s subordinated indebtedness from time to time outstanding, and structurally junior to all of the indebtedness and other liabilities of the Issuer s subsidiaries from time to time outstanding and effectively junior to all of the Issuer s secured indebtedness from time to time outstanding to the extent of the value of the assets securing such secured indebtedness. Prior to (i) December 15, 2035, in the case of the 2036 Notes, (ii) September 15, 2045, in the case of the 2046 Notes, (iii) September 15, 2055, in the case of the 2056 Notes and (iv) September 15, 2065, in the case of the 2066 Notes (each such date as it relates to a particular series, the applicable Par Call Date ), the Issuer may redeem the Senior Notes of a series at its option, in whole or in part, at any time from time to time, at a make-whole premium, plus accrued and unpaid interest thereon to, but not including, the redemption date. On or after the applicable Par Call Date relating to a series of Senior Notes, the Issuer may redeem the Senior Notes of such series at its option, in whole or in part, at any time from time to time, at a price equal to 100% of the principal amount of the Senior Notes of such series to be redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date. Each series of the Senior Notes contains a change-of-control provision that, under certain circumstances, may require the Issuer to offer to purchase such series of Senior Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to the date of repurchase. 12 Table of contents The Senior Notes Indenture contains covenants that, among other things and subject to certain exceptions, restrict our ability and in certain cases the ability of our subsidiaries to incur certain liens, engage in certain sale and leaseback transactions or consolidate or merge. Senior Unsecured Revolving Credit Facility On March 3, 2026, Vertiv Holdings Co, as borrower (the Borrower ), entered into a credit agreement (the Senior Unsecured Revolving Credit Facility ), with certain financial institutions as lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Senior Unsecured Revolving Credit Facility provides for a senior unsecured revolving facility in an aggregate committed amount of $2,500.0, available in U.S. Dollars, Euros, Canadian Dollars, Sterling Pounds and Australian Dollars, a portion of which is available for the issuance of letters of credit. The Senior Unsecured Revolving Credit Facility will mature five years from March 3, 2026, subject to up to two additional one-year extensions pursuant to the terms of the Senior Unsecured Revolving Credit Facility. U.S. Dollar borrowings under the Senior Unsecured Revolving Credit Facility bear interest at a rate determined, at the Borrower s option, based on either (i) a Term SOFR rate or (ii) an alternate base rate, plus, in each case, an applicable margin that is subject to the Borrower s credit rating. Borrowings in Euros bear interest at EURIBOR rate, borrowings in Canadian Dollars bear interest at a Term CORRA rate or Canadian Prime Rate, borrowings in Sterling bear interest at a Daily Simple RFR (SONIA) rate, and borrowings in Australian Dollars bear interest at a BBSY rate, in each case plus an applicable margin that is subject to the Borrower s credit rating. The Senior Unsecured Revolving Credit Facility requires the Borrower to pay a commitment fee equal to a percentage of the aggregate daily amount of unused commitments under the Senior Unsecured Revolving Credit Facility based on the Borrower s credit rating at such time. A financial covenant in the Senior Unsecured Revolving Credit Facility requires the Borrower to maintain, as of the last day of each fiscal quarter, a ratio of consolidated net debt to consolidated earnings before interest, tax, depreciation and amortization of not more than 4.00 to 1.00, provided that, subject to certain conditions, the Borrower may elect to increase such ratio to 4.50 to 1.00 following a qualified acquisition, for a period of four fiscal quarters beginning with the quarter during which such qualified acquisition is consummated. In addition, the Senior Unsecured Revolving Credit Facility contains covenants that, among other things and subject to certain exceptions, restrict our ability and in certain cases the ability of our subsidiaries to incur liens, consolidate or merge, incur additional indebtedness (only applicable to non-guarantor subsidiaries), and pay dividends and distribution in respect of the Borrower s equity interests when a default or event of default has occurred and is continuing. As of June 30, 2026, the Borrower was in compliance with the financial covenant required by the Senior Unsecured Revolving Credit Facility. The Borrower is permitted to increase the commitments under the Senior Unsecured Revolving Credit Facility in an aggregate principal amount of up to $1,000.0, subject to certain conditions (including finding lenders willing to provide the additional commitments). The Senior Unsecured Revolving Credit Facility refinanced and replaced our existing $800.0 Asset Based Revolving Credit Facility, due 2029 (the ABL Revolving Credit Facility ). At June 30, 2026, Vertiv had $2,483.6 of availability (subject to customary conditions) under the Senior Unsecured Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of $16.4. Former Financing Arrangements On March 3, 2026, the Company repaid in full all outstanding indebtedness under its Term Loan Credit Agreement and refinanced and replaced the ABL Revolving Credit Facility. Upon such repayment, all commitments under the Term Loan Credit Agreement and ABL Revolving Credit Facility were terminated and all guarantees and liens securing obligations under the Term Loan Credit Agreement and the ABL Revolving Credit Facility were released. The Company recognized a loss on the extinguishment of debt of $6.2 related to the repayment of the Term Loan Credit Agreement for the six months ended June 30, 2026. At December 31, 2025, Vertiv Group Corporation as Borrower and the Co-Borrowers had $784.0 of availability under the ABL Revolving Credit Facility (subject to customary conditions, and subject to separate sublimits for letters of credit, swingline borrowings and borrowings made to certain non-U.S. Co-Borrowers), net of letters of credit outstanding in the aggregate principal amount of $16.0, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility. At December 31, 2025, there was no outstanding balance on the ABL Revolving Credit Facility. 13 Table of contents (7) INCOME TAXES The Company s effective tax rate was 19.7%, 16.1%, 23.0%, and 28.8% for the three and six months ended June 30, 2026 and 2025, respectively. The effective tax rate in the three months ended June 30, 2026 was primarily influenced by the discrete tax benefits related to stock compensation. The effective tax rate in the six months ended June 30, 2026 was primarily influenced by the discrete tax benefits related to stock compensation and the interest rate swap settlement. Refer to "Note 9 - Financial Instruments and Risk Management" for additional information about the interest rate swap settlement. The effective rate for the comparative three months ended June 30, 2025 was primarily influenced by the discrete tax benefits related to changes in deferred tax liabilities and stock compensation. The effective rate for the comparative six months ended June 30, 2025 was primarily influenced by the negative impact of a valuation allowance established to account for legislative changes effective in the first quarter of 2025 partially offset by discrete tax benefits related to changes in deferred tax liabilities and stock compensation. The Company provided U.S. federal income taxes and foreign withholding taxes on all temporary differences attributed to basis differences in foreign subsidiaries that are not considered indefinitely reinvested. As of June 30, 2026, the Company has certain earnings of certain foreign affiliates that continue to be indefinitely reinvested, but it was not practicable to estimate the associated deferred tax liability, due to interaction with other tax laws and regulations in the year of inclusion. (8) OTHER FINANCIAL INFORMATION June 30, 2026December 31, 2025 Reconciliation of cash, cash equivalents, and restricted cash Cash and cash equivalents$2,810.6 $1,728.4 Restricted cash included in other current assets65.0 61.4 Total cash, cash equivalents, and restricted cash$2,875.6 $1,789.8 June 30, 2026December 31, 2025 Inventories Finished products$941.0 $555.4 Raw materials1,259.2 680.6 Work in process322.5 220.5 Total inventories$2,522.7 $1,456.5 December 31, 2025 Property, plant and equipment, net(1) Machinery and equipment$1,056.2 $874.1 Buildings428.2 408.7 Land44.3 42.1 Construction in progress239.3 123.3 Property, plant and equipment, at cost1,768.0 1,448.2 Less: Accumulated depreciation(583.8)(526.4) Property, plant and equipment, net$1,184.2 $921.8 (1) Property, plant and equipment, net in the United States was $492.9 and $340.7 as of June 30, 2026 and December 31, 2025, respectively. June 30, 2026December 31, 2025 Accrued expenses and other liabilities Accrued payroll and other employee compensation$182.8 $173.2 Contingent consideration liability (see Note 3) 222.5 Restructuring (see Note 5) 21.6 44.2 Operating lease liabilities82.0 69.7 Product warranty52.7 43.2 Other 499.8 441.3 Total$1,061.4 $771.6 14 Table of contents (9) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT In accordance with Accounting Standards Codification ("ASC") 820, the Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. These tiers include the following: Level 1 inputs include observable unadjusted quoted prices in active markets for identical assets or liabilities Level 2 inputs include other than quoted prices in active markets that are either directly or indirectly observable Level 3 inputs include unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions In determining fair value, the Company uses various valuation techniques and prioritizes the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the instrument. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management judgment. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment. Recurring fair value measurements A summary of the Company s financial assets and liabilities measured at fair value on a recurring basis were as follows: As of June 30, 2026 Balance Sheet LocationTotalQuoted prices in active markets for identical assets (Level 1)Other observable inputs (Level 2)Unobservable inputs (Level 3) Assets: CashCash and cash equivalents$2,810.6 $2,810.6 $ $ Other current assets8.0 8.0 Economic hedgesOther current assets18.5 18.5 $2,837.1 $2,810.6 $26.5 $ Liabilities: Contingent considerationAccrued expenses and other liabilities$222.5 $ $ $222.5 Contingent considerationOther long-term liabilities12.1 12.1 Total liabilities$234.6 $ $ $234.6 As of December 31, 2025 Balance Sheet LocationTotalQuoted prices in active markets for identical assets (Level 1)Other observable inputs (Level 2)Unobservable inputs (Level 3) Assets: CashCash and cash equivalents$1,728.4 $1,728.4 $ $ Interest rate swapsOther current assets23.4 23.4 Foreign currency exchange forwardsOther current assets9.7 9.7 Economic hedgesOther current assets26.1 26.1 Interest rate swapsOther noncurrent assets4.8 4.8 Total assets$1,792.4 $1,728.4 $64.0 $ Liabilities: Other long-term liabilities$144.1 $ $ $144.1 Total liabilities$144.1 $ $ $144.1 15 Table of contents Contingent consideration In conjunction with the PurgeRite Acquisition, the Company records contingent consideration at fair value based on the estimated discounted contingent payments expected to be made, and may increase or decrease based on the financial performance of PurgeRite for the year ended December 31, 2026. The Company estimates the fair value of contingent consideration utilizing Monte Carlo simulations in a risk-neutral framework. Key assumptions include certain projected post-closing performance metrics, discount rate and volatility associated with the relevant metric. Contingent consideration is classified as Level 3 due to the reliance on unobservable inputs. For the three and six months ended June 30, 2026, the Company recognized a loss of $28.8 and $62.0 within "Other operating expense (income)" of the Unaudited Consolidated Statement of Earnings (Loss). In conjunction with the other acquisitions, the Company records contingent consideration at fair value based on management's estimates of certain future events occurring and conditions being met pursuant to the terms and conditions of the acquisition agreement, and may increase or decrease based on management's assumptions. Contingent consideration is classified as Level 3 due to the reliance on unobservable inputs. Refer to "Note 3 - Acquisitions" for additional information on these acquisitions. Interest rate swaps From time to time the Company may enter into derivative financial instruments designed to hedge the variability in interest expense on floating rate debt. Derivatives are recognized as assets or liabilities in the Unaudited Condensed Consolidated Balance Sheets at their fair value. When the derivative instrument qualifies as a cash flow hedge changes in the fair value are deferred through other comprehensive income, depending on the effectiveness of the offset. The Company has utilized interest rate swaps to manage the interest rate risk of the Company s total debt portfolio and related overall cost of borrowing. At December 31, 2025, interest rate swap agreements designated as cash flow hedges effectively swapped a notional amount of $1,000.0 of SOFR-based floating rate debt for fixed rate debt. The Company s interest rate swaps would have matured in March of 2027, but on March 3, 2026, in connection with the repayment of the Term Loan Credit Agreement, the hedged forecasted transactions became probable of not occurring, and therefore the Company settled all outstanding interest rate swaps. Refer to "Note 10 - Accumulated Other Comprehensive Income (Loss)" for additional information on the settlement. During the three and six months ended June 30, 2026 and 2025 the Company recognized income of $0, $29.6, $8.2, and $16.5 respectively, within Interest expense (income), net on the Unaudited Condensed Consolidated Statements of Earnings (Loss). The interest rate swaps were valued using the SOFR yield curves at the reporting date and were classified in Level 2. Counterparties to these contracts were highly rated financial institutions. The fair values of the Company s interest rate swaps were adjusted for nonperformance risk and creditworthiness of the counterparty through the Company s credit valuation adjustment ( CVA ). The CVA was calculated at the counterparty level utilizing the fair value exposure at each payment date and applying a weighted probability of the appropriate survival and marginal default percentages. Foreign currency exchange forwards The Company may enter into derivative financial instruments designed to hedge the exposure to changes in foreign currency exchange rates. Derivatives are recognized as assets or liabilities in the Unaudited Condensed Consolidated Balance Sheets at their fair value. The duration of the derivatives are generally less than one year. The Company values foreign currency exchange swaps using broker quotations or market transactions on the listed or over-the-counter market; as such, these derivative instruments are classified in Level 2. When the derivative instrument qualifies as a cash flow hedge changes in the fair value are deferred through other comprehensive income depending on the effectiveness of the instrument. The Company reclassifies the gain or loss associated with the cash flow hedges into earnings when the underlying exposure is recognized. At June 30, 2026 and December 31, 2025, we had derivative instruments which hedge our exposure to certain foreign currency exchange rates with a notional amount of $386.3 and $149.8, respectively. For the three and six months ended June 30, 2026 there was $6.1, and $9.5 in realized gains associated with the foreign currency exchange swaps within "Cost of sales - products" on the Unaudited Condensed Consolidated Statements of Earnings (Loss). For the three and six months ended June 30, 2025, there were $1.2 and $5.9 in realized losses associated with the foreign currency exchange swaps. Economic hedges At June 30, 2026 and December 31, 2025 the Company had derivative instruments which hedge our purchases of aluminum with notional amounts of 15,240.0 and 10,310.0 metric tons, respectively, and copper with notional amounts of 18,374.3 and 8,754.8 metric tons, respectively. At June 30, 2026, the Company had derivative instruments which hedge our purchases of steel with a notional amount of 14,995.8 metric tons. The Company values these instruments using broker quotations, market transactions or option pricing model based on observable market inputs, as such, these derivative instruments are classified in Level 2. These derivative instruments are treated as economic hedges and for the three and six months ended June 30, 2026 and 2025 the Company recognized mark-to-market losses of $1.9, $2.8, $8.2 and $7.8, respectively, within "Other operating expense (income)" on the Unaudited Condensed Consolidated Statement of Earnings (Loss). 16 Table of contents Net investment hedge From time to time the Company designates certain intercompany debt to hedge a portion of its investment in foreign subsidiaries and affiliates. The net impact of translation adjustments from these hedges was $(0.5), $(1.7), $(0.8), and $(0.9) respectively, for the three and six months ended June 30, 2026 and 2025, respectively, and is included in Foreign currency translation in the Unaudited Condensed Consolidated Statement of Other Comprehensive Income (Loss). As of June 30, 2026, the Company's intercompany debt designated to hedge investments in certain foreign subsidiaries and affiliates loans outstanding have been repaid. Other fair value measurements The Company determines the fair value of debt using Level 2 inputs based on quoted market prices. The following table presents the estimated fair value and carrying value of long-term debt, including the current portion of long-term debt as of June 30, 2026 and December 31, 2025. June 30, 2026December 31, 2025 Fair ValuePar Value(1) Fair ValuePar Value(1) Term Loan due 2032$ $ $2,089.1 $2,076.1 Senior Secured Notes due 2028841.3 850.0 840.9 850.0 Senior Notes due 2036 at 4.850% at June 30, 2026 582.0 600.0 Senior Notes due 2046 at 5.650% at June 30, 2026 487.9 500.0 Senior Notes due 2056 at 5.800% at June 30, 2026 490.6 500.0 Senior Notes due 2066 at 5.950% at June 30, 2026 493.2 500.0 Three months ended June 30, 2025Six months ended June 30, 2026Six months ended June 30, 2025 Foreign currency translation, beginning$(69.4)$(126.8)$(29.1)$(203.9) Other comprehensive income (loss)(1) 8.2 116.8 (32.1)193.9 Foreign currency translation, ending(61.2)(10.0)(61.2)(10.0) Interest rate swaps, beginning 64.9 47.2 74.6 Realized gain (loss) recognized during the period(2) (48.5) Unrealized gain (loss) deferred during the period(3)(4) (6.6)1.3 (16.3) Interest rate swaps, ending 58.3 58.3 Pension, beginning(10.7)(6.9)(10.4)(6.9) Actuarial gain (losses) recognized during the period, net of income taxes(0.2)0.2 (0.5)0.2 Pension, ending(10.9)(6.7)(10.9)(6.7) Foreign currency exchange forwards, beginning3.9 (6.4)10.5 (12.6) Unrealized gains deferred during the period(5) 3.0 10.0 (3.6)16.2 6.9 3.6 6.9 3.6 Accumulated other comprehensive income (loss) $(65.2)$45.2 $(65.2)$45.2 (1)For the three and six months ended June 30, 2026 and 2025 foreign currency translation included tax effects of $0.0, $0.0, $0.0, and $0.3, respectively. (2)For the six months ended June 30, 2026 the amount recognized in "Interest expense (income), net" of $22.9 and the tax effects of $25.6 recognized in "Income tax expense, benefit" was associated with the interest rate swaps being settled. (3)During the three and six months ended June 30, 2025, $8.2, and $16.5 respectively, were reclassified into earnings. (4)During the three and six months ended June 30, 2025, interest rate swaps included tax effects of $2.0, and $4.9 respectively. 17 Table of contents (5)For the three and six months ended June 30, 2026 and 2025, foreign currency exchange forwards included tax effects of $0.9, $2.1, $3.1, and $4.9 respectively. (11) SEGMENT INFORMATION Operating profit (loss) is the primary income measure used by the chief operating decision maker ( CODM ), our Chief Executive Officer, to assess segment performance and make operating decisions. Segment performance is assessed exclusive of Corporate and other costs, foreign currency gain (loss), and amortization of intangibles. Corporate and other costs primarily include headquarter management costs, asset impairments and costs that support centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, Legal, and global product platform development and offering management. The Company determines its reportable segments based on how operations are managed internally for the products and services sold to customers, including how the results are reviewed by the CODM, which includes determining resource allocation methodologies used for reportable segments. The segment performance measure excludes corporate and other costs, as described herein. Intersegment selling prices approximate market prices. Summarized information about the Company s results of operations by reportable segment and product and service offering follows: Americas includes products and services sold for applications within the data center, communication networks and commercial and industrial markets in North America and Latin America. This segment s principal product and service offerings include: Products: AC and DC power management, thermal management, low/medium voltage switchgear, busbar, air cooled and liquid cooled thermal management products, integrated and prefabricated modular infrastructure solutions, racks, single phase UPS, rack power distribution, rack thermal systems, configurable integrated solutions, energy storage solutions, hardware, software for managing IT equipment. Services & spares: Preventative and predictive maintenance, acceptance testing, engineering and consulting, performance assessments, remote monitoring, training, spare parts, specialized fluid management, and critical digital infrastructure software. Asia Pacific includes products and services sold for applications within the data center, communication networks and commercial and industrial markets throughout Greater China, Asia, and India. Due to the similarities of economic characteristics and other qualitative factors, we aggregate Greater China, India and Asia operating segments and we report this as our Asia Pacific reportable segment. Products and services offered are similar to the Americas segment. Europe, Middle East & Africa includes products and services sold for applications within the data center, communication networks and commercial and industrial markets in Europe, Middle East & Africa. Products and services offered are similar to the Americas segment. Reportable Business Segments Three months ended June 30, 2026 AmericasAsia PacificEurope, Middle East & AfricaTotal Sales$2,078.4 $935.4 $710.5 $3,724.3 Intersegment sales7.6 215.5 226.9 450.0 Net Sales2,070.8 719.9 483.6 3,274.3 Significant segment expenses Cost of sales(1) 1,208.1 539.0 277.3 2,024.4 Marketing, sales and service costs126.7 33.7 30.8 191.2 Engineering, research and development costs86.4 29.1 24.4 139.9 Information technology costs30.7 17.0 10.1 57.8 47.5 5.5 16.8 69.8 Operating profit (loss)571.4 95.6 124.2 791.2 Foreign currency gain (loss)(3.9) Corporate (75.7) Total corporate and other(79.6) Amortization of intangibles(73.7) Operating profit (loss)637.9 (1) Cost of sales exclusive of engineering, research and development costs. (2) Other segment expenses mostly consist of general and administrative expenses such as Finance, Human Resources, Treasury and Legal costs. 18 Table of contents Three months ended June 30, 2025 AmericasAsia PacificEurope, Middle East & AfricaTotal Sales$1,609.9 $615.5 $615.2 $2,840.6 Intersegment sales7.6 55.3 139.6 202.5 Net Sales1,602.3 560.2 475.6 2,638.1 Significant segment expenses Cost of sales(1) 1,021.1 413.7 294.9 1,729.7 Marketing, sales and service costs88.8 34.7 22.6 146.1 Engineering, research and development costs55.3 29.0 26.8 111.1 Information technology costs20.6 12.3 7.6 40.5 Restructuring costs0.6 0.9 0.3 1.8 Other segment items(2) 31.3 10.4 19.2 60.9 Operating profit (loss)384.6 59.2 104.2 548.0 Foreign currency gain (loss)(2.3) Corporate(56.4) Total corporate and other(58.7) Amortization of intangibles(46.9) Operating profit (loss)$442.4 (1) Cost of sales exclusive of engineering, research and development costs. (2) Other segment expenses mostly consist of general and administrative expenses such as Finance, Human Resources, Treasury and Legal costs. Six months ended June 30, 2026 AmericasAsia PacificEurope, Middle East & AfricaTotal Sales$3,900.8 $1,566.1 $1,205.4 $6,672.3 Intersegment sales15.6 332.5 400.4 748.5 Net Sales3,885.2 1,233.6 805.0 5,923.8 Significant segment expenses Cost of sales(1) 2,286.5 901.5 473.6 3,661.6 Marketing, sales and service costs221.4 66.0 58.3 345.7 Engineering, research and development costs162.0 56.3 47.4 265.7 Information technology costs57.5 31.6 18.7 107.8 Restructuring costs0.1 (5.0)(4.9) Other segment items(2) 96.1 15.2 34.3 145.6 Operating profit (loss)1,061.6 163.0 177.7 1,402.3 Foreign currency gain (loss)(2.3) Corporate(170.7) Total corporate and other(173.0) Amortization of intangibles(151.3) Operating profit (loss)1,078.0 (1) Cost of sales exclusive of engineering, research and development costs. (2) Other segment expenses mostly consist of general and administrative expenses such as Finance, Human Resources, Treasury and Legal costs. 19 Table of contents Six months ended June 30, 2025 AmericasAsia PacificEurope, Middle East & AfricaTotal Sales$2,807.1 $1,101.6 $1,143.5 $5,052.2 Intersegment sales19.5 94.2 264.4 378.1 Net Sales2,787.6 1,007.4 879.1 4,674.1 Significant segment expenses Cost of sales(1) 1,783.2 738.5 546.9 3,068.6 Marketing, sales and service costs154.0 63.5 46.8 264.3 Engineering, research and development costs105.6 54.0 50.1 209.7 Information technology costs42.5 28.8 17.8 89.1 Restructuring costs0.7 0.9 0.9 2.5 Other segment items(2) 57.3 16.8 33.7 107.8 Operating profit (loss)644.3 104.9 182.9 932.1 Foreign currency gain (loss)(4.9) Corporate(101.2) Total corporate and other(106.1) Amortization of intangibles(92.9) Operating profit (loss)$733.1 (1) Cost of sales exclusive of engineering, research and development costs. (2) Other segment expenses mostly consist of general and administrative expenses such as Finance, Human Resources, Treasury and Legal costs. Total AssetsJune 30, 2026December 31, 2025 Americas$7,617.0 $5,864.3 Asia Pacific2,266.8 1,810.7 Europe, Middle East & Africa3,054.2 2,918.0 12,938.0 10,593.0 Corporate and other 2,962.9 1,619.4 Total$15,900.9 $12,212.4 Depreciation and AmortizationThree months ended June 30, 2026Three months ended June 30, 2025Six months ended June 30, 2026Six months ended June 30, 2025 Americas$72.4 $32.9 $138.2 $65.7 Asia Pacific10.5 9.1 20.5 18.2 Europe, Middle East & Africa22.8 22.1 45.1 43.1 Corporate and other10.1 9.2 19.7 17.9 Total$115.8 $73.3 $223.5 $144.9 Capital ExpendituresThree months ended June 30, 2026Three months ended June 30, 2025Six months ended June 30, 2026Six months ended June 30, 2025 Americas$123.4 $21.9 $190.2 $38.1 Asia Pacific19.5 11.5 40.2 20.9 Europe, Middle East & Africa19.2 9.8 36.8 16.1 Corporate and other11.2 1.8 18.7 6.4 Total$173.3 $45.0 $285.9 $81.5 (12) EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period increased by the number of additional shares that would have been outstanding related to potentially dilutive equity-based compensation. 20 Table of contents The details of the earnings per share calculations for the three and six months ended June 30, 2026 and 2025 are as follows: Three months ended June 30, 2026Three months ended June 30, 2025Six months ended June 30, 2026Six months ended June 30, 2025$497.8 $324.2 $887.9 $488.7 384,555,346 381,482,996 383,742,935 381,166,015 8,191,645 8,363,831 8,768,352 8,811,501 392,746,991 389,846,827 392,511,287 389,977,516 $1.29 $0.85 $2.31 $1.28 $1.27 $0.83 $2.26 $1.25 Three months ended June 30, 2026Three months ended June 30, 2025$ Change% Change$3,274.3 $2,638.1 $636.2 24.1 %2,039.4 1,741.5 297.9 17.1 1,234.9 896.6 338.3 37.7 494.4 395.6 98.8 25.0 73.7 46.9 26.8 57.1 (3.9)1.9 (5.8)(305.3)3.9 2.3 1.6 69.6 28.9 7.5 21.4 285.3 637.9 442.4 195.5 44.2 17.4 21.3 (3.9)(18.3)0.5 0.5 122.2 96.9 25.3 26.1 $497.8 $324.2 $173.6 53.5 %Three months ended June 30, 2026Three months ended June 30, 2025$ Change% Change Net sales$2,070.8 $1,602.3 $468.5 29.2 % Operating profit (loss)571.4 384.6 186.8 48.6 Margin27.6 %24.0 % Americas net sales were $2,070.8 in the second quarter of 2026, an increase of $468.5, or 29.2%, from the second quarter of 2025. The increase in sales was primarily driven by higher sales volume due to products increasing by $345.3 and sales of service & spares increasing by $123.2, which were slightly offset by temporary supply chain congestion and multi-phased project execution. Americas net sales were positively impacted by foreign currency of approximately $6.4. Operating profit (loss) in the second quarter of 2026 was $571.4, an increase of $186.8, or 48.6%, compared with the second quarter of 2025. Margin increased primarily due to the mix of product and service sales in addition to operational leverage. 26 Table of contents Asia Pacific Three months ended June 30, 2026Three months ended June 30, 2025$ Change% Change$719.9 $560.2 $159.7 28.5 %95.6 59.2 36.4 61.5 13.3 %10.6 %Three months ended June 30, 2026Three months ended June 30, 2025$ Change% Change$483.6 $475.6 $8.0 1.7 %124.2 104.2 20.0 19.2 25.7 %21.9 %Six months ended June 30, 2026Six months ended June 30, 2025$ Change% Change$5,923.8 $4,674.1 $1,249.7 26.7 %3,689.2 3,091.0 598.2 19.4 2,234.6 1,583.1 651.5 41.2 951.1 741.9 209.2 28.2 151.3 92.9 58.4 62.9 (8.8)3.0 (11.8)(393.3)2.3 4.9 (2.6)(53.1)60.7 7.3 53.4 731.5 1,078.0 733.1 344.9 47.0 13.0 46.6 (33.6)(72.1)6.2 6.2 0.5 0.5 170.4 197.8 (27.4)(13.9)$887.9 $488.7 $399.2 81.7 %Six months ended June 30, 2026Six months ended June 30, 2025$ Change% Change Net sales$3,885.2 $2,787.6 $1,097.6 39.4 % Operating profit (loss)1,061.6 644.3 417.3 64.8 Margin27.3 %23.1 % Americas net sales were $3,885.2 in the first six months of 2026, an increase of $1,097.6, or 39.4%, from the first six months of 2025. The increase in sales was primarily driven by higher sales volumes due to products increasing by $862.9 and sales of service & spares increasing by $234.7. Americas net sales were positively impacted by foreign currency of approximately $13.8. Operating profit (loss) in the first six months of 2026 was $1,061.6, an increase of $417.3, or 64.8%, compared with the first six months of 2025. Margin increased primarily due to the mix of product and service sales in addition to operational leverage. Asia Pacific Six months ended June 30, 2026Six months ended June 30, 2025$ Change% Change$1,233.6 $1,007.4 $226.2 22.5 %163.0 104.9 58.1 55.4 13.2 %10.4 %Six months ended June 30, 2026Six months ended June 30, 2025$ Change% Change$805.0 $879.1 $(74.1)(8.4)%177.7 182.9 (5.2)(2.8)22.1 %20.8 %20262025$ Change% Change$1,866.6 $626.2 $1,240.4 198.1 %(780.7)(182.8)(597.9)(327.1)(3.0)(32.9)29.9 90.9 (285.9)(81.5)(204.4)(250.8)(2.6)(3.2)0.6 18.8 Exhibit No.Description 31.1Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 31.2Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 32.1Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) 32.2Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) 101.INSThe following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL: (i) Unaudited Condensed Consolidated Statements of Earnings (Loss), (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Unaudited Condensed Consolidated Balance Sheets, (iv) Unaudited Condensed Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags 101.SCHInline XBRL Taxonomy Extension Schema (filed herewith) 101.CALInline XBRL Taxonomy Extension Calculation Linkbase (filed herewith) 101.DEFInline XBRL Taxonomy Extension Definition Linkbase (filed herewith) 101.LABInline XBRL Taxonomy Extension Label Linkbase (filed herewith) 101.PREInline XBRL Taxonomy Extension Presentation Linkbase (filed herewith) 104Cover page from the Company s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL (and contained in Exhibit 101) 37 Table of contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: July 29, 2026 Vertiv Holdings Co /s/ Giordano Albertazzi Name: Giordano Albertazzi Title: Chief Executive Officer /s/ Craig Chamberlin Name: Craig Chamberlin Title: Chief Financial Officer 38