8-KFiling Date: Sep 2, 2026

Vertiv (VRT)

Material Agreement, Reg FD Disclosure, Financial Statements

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ACC: 0001193125-26-379306

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Material AgreementReg FD DisclosureFinancial Statements
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Event Description

Item 1.01. Material Agreement
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On September 1, 2026, Vertiv Corporation (Buyer), an Ohio corporation, and Vultra Merger Sub, Inc. (Merger Sub), a Delaware corporation and wholly-owned subsidiary of Buyer, each indirect wholly-owned subsidiaries of Vertiv Holdings Co, entered into an agreement and plan of merger with Utility Innovation Holdings, Inc. (Target), a Delaware corporation, pursuant to which Merger Sub will merge with and into Target, with Target surviving as a wholly-owned subsidiary of Buyer. At closing, Target's stockholders and other equity holders (including holders of vested options and outstanding warrants) will receive approximately $1.45 billion in upfront cash, subject to customary adjustments for working capital, indebtedness and transaction expenses, plus potential additional cash consideration of up to $1.15 billion payable in two tranches upon achievement of specified EBITDA targets of the acquired business. Closing is subject to customary conditions, including expiration or termination of the Hart-Scott-Rodino waiting period, and is expected to occur in the fourth quarter of 2026. Vertiv Holdings Co expects to fund the acquisition from existing resources, and the Acquisition Agreement contains representations, warranties and covenants customary for a transaction of this nature.

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Item 1.01 Entry Into a Material Definitive Agreement Agreement and Plan of Merger Vertiv Corporation, an Ohio corporation ( Buyer ) and Vultra Merger Sub, Inc., a Delaware corporation ( Merger Sub ), a wholly-owned subsidiary of Buyer, and each an indirect wholly-owned subsidiary of Vertiv Holdings Co, a Delaware corporation (the Company ), entered into an agreement and plan of merger, dated as of September 1, 2026 (the Acquisition Agreement ), pursuant to which, subject to the terms of the Acquisition Agreement, Merger Sub shall be merged (the Merger ) with and into Utility Innovation Holdings, Inc., a Delaware corporation ( Target ), with Target being the surviving corporation and becoming a wholly-owned subsidiary of Buyer following the Merger. Pursuant to the Acquisition Agreement and upon consummation of the Merger, the stockholders (and other equity holders, including holders of vested options and holders of outstanding warrants of Target) will receive aggregate consideration of: (i) approximately $1.45 billion in upfront cash at closing, subject to customary adjustments for working capital, indebtedness and transaction expenses, plus (ii) additional potential cash consideration of up to $1.15 billion in cash, payable in 2 tranches if earned, which potential additional consideration will be calculated based on the achievement of certain earnings before interest, depreciation, and amortization (EBITDA) targets of the acquired business, as set forth in the Acquisition Agreement. The closing of the Acquisition is subject to customary closing conditions, including, among others, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Acquisition is expected to close in the fourth quarter of 2026. The parties to the Acquisition Agreement have made certain representations, warranties and covenants that are customary for a transaction of this nature. The Company expects to fund the Acquisition from existing resources. The foregoing summary of the Acquisition Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Acquisition Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference. The Acquisition Agreement governs the contractual rights between the parties in relation to the Acquisition. The Acquisition Agreement is being filed as an exhibit to this Current Report on Form 8-K to provide information regarding its terms and is not intended to provide, modify or supplement any information about the Company, Buyer, Merger Sub, Target or any of their respective subsidiaries or affiliates, or their respective businesses. In particular, the Acquisition Agreement is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company, Buyer, Merger Sub, or Target. The representations and warranties contained in the Acquisition Agreement have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to contractual standards of materiality that may be different from those generally applicable under the securities laws. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information.
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Item 7.01. Reg FD Disclosure
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On September 2, 2026, Vertiv Holdings Co (NYSE: VRT) furnished a press release (Exhibit 99.1) announcing that its wholly-owned subsidiary Vertiv Corporation entered into an agreement and plan of merger to acquire Utility Innovation Holdings, Inc., operating as UtilityInnovation Group (UIG), a provider of microgrid solutions, advanced power controls, and behind-the-meter power architecture for data centers, for approximately $1.45 billion in cash at closing, plus up to $1.15 billion in additional cash consideration contingent on EBITDA targets over 12- and 24-month periods. At the base price, the acquisition represents approximately 13x UIG's expected 2027 EBITDA, and Vertiv expects it to be accretive to adjusted earnings per share in the first year after completion; the transaction is subject to regulatory approvals and customary conditions and is expected to close in the fourth quarter of 2026. The release states the acquisition extends Vertiv's portfolio upstream to the grid interconnect — adding microgrid controls, onsite generation and energy storage orchestration, microgrid switchgear, and behind-the-meter power architecture — to accelerate "time to power" for AI data centers; UIG, founded in 2020, is headquartered in Raleigh, North Carolina, with European headquarters in Dublin, Ireland, and manufacturing in North Carolina and New Jersey. J.P. Morgan Securities LLC and Buchanan Ingersoll & Rooney PC are advising Vertiv; Morgan Stanley & Co. LLC and Davis Polk & Wardwell LLP are advising UIG; the release includes forward-looking statement disclaimers covering transaction timing and closing risk, expenses, retention of UIG management and key employees, and realization of anticipated synergies and accretion.

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Item 7.01 Regulation FD The following information is furnished pursuant to
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EX-99.1d472406dex991.htm9,464 charsexpand_more
EX-99.1 3 d472406dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 For Immediate Release: Vertiv Announces Agreement to Acquire UtilityInnovation Group to Accelerate Time to Power for AI Data Centers ~$1.45 billion acquisition expected to expand Vertiv s addressable opportunity in power-constrained data centers Adds microgrid controls, onsite generation orchestration, microgrid-specific switchgear and behind-the-meter power architecture to Vertiv s portfolio Extends Vertiv s power and cooling portfolio from grid interconnect to chip, independent of any single generation technology or supplier UIG s proven team and proprietary technology expected to help customers accelerate time to power through grid-connected or grid-independent architectures Columbus, Ohio (September 2, 2026) Vertiv Holdings Co. (NYSE: VRT) ( Vertiv ), a global leader in critical digital infrastructure, today announced its wholly-owned subsidiary, Vertiv Corporation, has entered into an agreement and plan of merger to acquire Utility Innovation Holdings, Inc., which operates as UtilityInnovation Group ( UIG ), a leader in microgrid solutions, advanced power controls and behind-the-meter power architecture design for data centers, for approximately $1.45 billion in cash at closing, with additional consideration of up to $1.15 billion in cash based on achieving certain earnings before interest, taxes, depreciation and amortization ( EBITDA ) targets over 12- and 24-month periods. At the approximately $1.45 billion purchase price, the acquisition represents approximately 13x expected UIG 2027 EBITDA. The EBITDA multiple is anticipated to be significantly lower if the full earnout is paid. Vertiv expects the acquisition to be accretive to adjusted earnings per share in the first year following completion. Strategically, the acquisition extends Vertiv upstream to the grid interconnect, adding microgrid controls, onsite generation and energy storage orchestration, and behind-the-meter power architecture. These capabilities are expected to help data center operators secure power faster as grid constraints increasingly limit AI infrastructure deployment. As power availability becomes a more critical factor in data center development, architecture decisions are moving earlier in the planning process. Microgrid systems can coordinate onsite generation and energy storage, reduce reliance on utility power and support the grid when needed. This is expanding the importance of power architecture at the earliest stages of site development, when decisions can have significant implications for downstream infrastructure. For AI data center operators, competitive advantage increasingly depends on how quickly they can move from site selection to first token, said Gio Albertazzi, Chief Executive Officer, Vertiv. Vertiv has the most complete power and cooling portfolio in the industry. With UIG, we anticipate extending that portfolio upstream to the utility interconnect and onsite power sources, creating a coordinated architecture from source to chip without tying customers to a single generation technology or supplier. 1 Albertazzi continued: Together, we anticipate being better positioned to support grid-connected sites, bridge-to-grid deployments and islanded sites supplied by onsite generation, while reducing complexity from site planning through rack-level deployment. This broader capability can help customers accelerate time to power and, ultimately, time to first token. UIG Founder and CEO Sidney Hinton added: UIG was founded to solve increasingly complex power challenges for data center operators through flexible, technology-agnostic architectures. Vertiv s global scale, critical infrastructure portfolio and service capabilities make it a strong strategic fit for what we have built. We believe this combination can expand the reach of UIG s microgrid controls and power architecture expertise and create greater value for customers as power becomes an increasingly critical constraint on data center growth. Expanding Vertiv s Onsite Power Capabilities UIG s expertise and technologies complement Vertiv s existing offerings: Experience: Design and delivery of microgrid systems for AI data center operators across the United States and Europe, supported by extensive utility relationships and experience with complex, large-scale deployments. UIG s designs are generation-agnostic, allowing architectures to be built around the technologies a site can permit, fuel and finance. Expertise: Behind-the-meter power architecture design that engages customers at the earliest planning stages, before equipment is selected. This enables Vertiv to help define the power blueprint that shapes downstream infrastructure decisions, supported by pre-validated reference designs for grid-connected, bridge-to-grid and islanded sites. Technology: Proprietary controls platform and pre-engineered microgrid switchgear that orchestrate multiple power sources in real time and coordinate them with the critical power train. Vertiv News Release 2 Today, Vertiv brings deep systems and controls expertise across the critical power train, supported by an end-to-end power and cooling portfolio and global service network. Combined with UIG, Vertiv expects to help customers design and deploy integrated power architectures that improve speed, resiliency, efficiency, and flexibility. Expected customer and operator benefits include: Faster access to power with less dependence on utility interconnection timelines Ability to scale site capacity beyond what the grid alone can provide A single accountable relationship from grid interconnect through rack-level infrastructure Together, these capabilities are expected to give customers greater flexibility in how they source, manage and scale power as data center requirements evolve. About UIG Founded in 2020, UIG is headquartered in Raleigh, North Carolina, with European headquarters in Dublin, Ireland, and manufacturing operations in North Carolina and New Jersey. The company designs and delivers power systems that support real-time load and frequency balancing across behind-the-meter systems and utility-connected energy resources, helping address the power demands of AI data center workloads. Its solutions include proprietary controls software, customized microgrid switchgear and energy storage. The transaction is subject to regulatory approvals and customary closing conditions and is expected to close in the fourth quarter of 2026. J.P. Morgan Securities LLC is acting as financial advisor to Vertiv, and Buchanan Ingersoll & Rooney PC is serving as legal counsel. Morgan Stanley & Co. LLC is acting as financial advisor to UIG, and Davis Polk & Wardwell LLP is serving as legal counsel. For more information on Vertiv s leading portfolio of power and thermal management, infrastructure solutions, IT systems, and services for critical digital applications, visit Vertiv.com. # # # About Vertiv Vertiv (NYSE: VRT) brings together hardware, software, analytics and ongoing services to enable its customers vital applications to run continuously, perform optimally and grow with their business needs. Vertiv solves the most important challenges facing today s data centers, communication networks and commercial and industrial facilities with a portfolio of power, cooling and IT infrastructure solutions and services that extends from the cloud to the edge of the network. Headquartered in Westerville, Ohio, USA, Vertiv does business in more than 130 countries. For more information, and for the latest news and content from Vertiv, visit Vertiv.com. Vertiv News Release 3 Category: Financial News Forward-looking statements This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27 of the Securities Act, and Section 21E of the Securities Exchange Act. These statements are only a prediction. Actual events or results may differ materially from those in the forward-looking statements set forth herein. Readers are referred to Vertiv s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q for a discussion of these and other important risk factors concerning Vertiv and its operations. Those risk factors and risks related to the transaction, among others, could cause actual results to differ materially from historical performance and include, but are not limited to: the timing and consummation of the proposed transaction; the risk that the closing does not occur; expected expenses related to the transaction; the possible diversion of management time on issues related to the transaction; the ability of Vertiv to maintain relationships with customers and suppliers of UIG; the ability of Vertiv to retain management and key employees of UIG; and whether Vertiv would realize anticipated synergies and accretion contemplated by the acquisition. Vertiv is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. SOURCE: Vertiv Holdings Co For investor inquiries, please contact: Lynne Maxeiner Vice President, Global Treasury & Investor Relations Vertiv E: [email protected] For media inquiries, please contact: Ruder Finn for Vertiv E: [email protected] Vertiv News Release 4
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Item 9.01. Financial Statements
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Item 9.01 lists three exhibits: Exhibit 2.1, an Agreement and Plan of Merger dated September 1, 2026 (with schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K and to be furnished upon SEC request); Exhibit 99.1, a press release of Vertiv Holdings Co dated September 2, 2026; and Exhibit 104, the Cover Page Interactive Data File embedded within the Inline XBRL document. The report is signed on behalf of Vertiv Holdings Co by Craig Chamberlin, Chief Financial Officer, dated September 2, 2026.

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Item 9.01 Financial Statements and Exhibits. 2.1 Agreement and Plan of Merger, dated September 1, 2026* 99.1 Press release of Vertiv Holdings Co, dated September 2, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the SEC. SIGNATURE 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 hereunto duly authorized. Date: September 2, 2026 Vertiv Holdings Co /s/ Craig Chamberlin Name: Craig Chamberlin Title: Chief Financial Officer

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