Vertiv Holdings Co 10-Q for FY2025 Q3

Vertiv Holdings Co (VRT)

10-Q 2025-10-22 For: 2025-09-30

Added on April 02, 2026

About this 10-Q

Vertiv Holdings Co filed this 10-Q on October 22, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).

Headline figures

Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.68B; up 29.0% from $2.07B a year earlier
Net income: $398.5M; up 125.7% from net income of $176.6M a year earlier
Diluted EPS: $1.02; up 121.7% from $0.46 a year earlier

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	Three months ended September 30, 2025		Three months ended September 30, 2024		Nine months ended September 30, 2025		Nine months ended September 30, 2024
Net sales
Net sales - products	$	2,214.4	$	1,653.7	$	6,030.1	$	4,479.2
Net sales - services	461.4		419.8		1,319.8		1,186.2
Net sales	2,675.8		2,073.5		7,349.9		5,665.4
Costs and expenses
Cost of sales - products	1,398.4		1,066.3		3,980.8		2,875.6
Cost of sales - services	266.7		250.8		775.3		725.8
Cost of sales	1,665.1		1,317.1		4,756.1		3,601.4
Operating expenses
Selling, general and administrative expenses	414.3		334.6		1,156.2		1,012.4
Amortization of intangibles	48.2		45.3		141.1		137.1
Restructuring costs	30.7		6.3		33.7		4.1
Foreign currency (gain) loss, net	0.9		5.3		5.8		8.7

Other operating expense (income)	(0.1)		(6.7)		7.2		(8.5)
Operating profit (loss)	516.7		371.6		1,249.8		910.2
Interest expense, net	22.8		35.9		69.4		119.7
Loss on extinguishment of debt	1.7		—		1.7		1.1
Change in fair value of warrant liabilities	—		67.2		—		269.2
Income (loss) before income taxes	492.2		268.5		1,178.7		520.2
Income tax expense (benefit)	93.7		91.9		291.5		171.4
Net income (loss)	$	398.5	$	176.6	$	887.2	$	348.8

Earnings (loss) per share:
Basic	$	1.04	$	0.47	$	2.33	$	0.93
Diluted	$	1.02	$	0.46	$	2.27	$	0.90
Weighted-average shares outstanding:
Basic	382,025,408		375,203,364		381,455,627		376,353,335
Diluted	390,928,669		384,316,065		390,257,902		386,106,229


	Three months ended September 30, 2025		Three months ended September 30, 2024		Nine months ended September 30, 2025		Nine months ended September 30, 2024
Net income (loss)	$	398.5	$	176.6	$	887.2	$	348.8
Other comprehensive income (loss), net of tax:
Foreign currency translation	(23.1)		124.9		170.8		64.8
Interest rate swaps	(5.3)		(22.4)		(21.6)		(19.0)
Pension	(0.4)		—		(0.2)		(0.1)
Foreign currency exchange forwards	2.8		(4.3)		19.0		(8.1)
Other comprehensive income (loss), net of tax:	(26.0)		98.2		168.0		37.6
Comprehensive income	$	372.5	$	274.8	$	1,055.2	$	386.4


	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	1,396.0	$	1,227.6
Short-term investments	544.6		—
Accounts receivable, less allowances of $25.3 and $22.4, respectively	2,810.7		2,362.7
Inventories	1,437.1		1,244.4
Other current assets	360.8		267.1
Total current assets	6,549.2		5,101.8
Property, plant and equipment, net	698.0		625.1
Other assets:
Goodwill	1,444.2		1,321.1
Other intangible assets, net	1,507.8		1,487.1
Deferred income taxes	258.5		303.3
Right-of-use assets, net	283.7		202.1
Other	74.9		92.0
Total other assets	3,569.1		3,405.6
Total assets	$	10,816.3	$	9,132.5
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	20.9	$	21.0

Accounts payable	1,718.9		1,316.4
Deferred revenue	1,131.9		1,063.3
Accrued expenses and other liabilities	681.4		612.6
Income taxes	23.7		83.7
Total current liabilities	3,576.8		3,097.0
Long-term debt, net	2,897.6		2,907.2
Deferred income taxes	285.1		240.3

Long-term lease liabilities	231.4		171.4
Other long-term liabilities	316.7		282.3
Total liabilities	7,307.6		6,698.2
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, 382,258,808 and 380,703,974 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	—		—

Additional paid-in capital	2,883.2		2,821.4
Retained earnings	606.3		(238.3)
Accumulated other comprehensive income (loss)	19.2		(148.8)
Total equity	3,508.7		2,434.3
Total liabilities and equity	$	10,816.3	$	9,132.5


	Nine months ended September 30, 2025		Nine months ended September 30, 2024
Cash flows from operating activities:
Net income (loss)	$	887.2	$	348.8
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Depreciation	70.9		60.7
Amortization	149.4		145.3
Deferred income taxes	92.2		(53.1)
Amortization of debt discount and issuance costs	5.3		5.5

Change in fair value of warrant liabilities	—		269.2

Stock-based compensation	38.7		25.8
Changes in operating working capital	(140.7)		69.2
Other	31.9		22.7
Net cash provided by (used for) operating activities	1,134.9		894.1
Cash flows from investing activities:
Capital expenditures	(126.7)		(106.3)
Investments in capitalized software	(4.7)		(14.4)
Purchase of short-term investments	(539.6)		—

Acquisition of businesses, net of cash acquired	(221.7)		—

Net cash provided by (used for) investing activities	(892.7)		(120.7)
Cash flows from financing activities:
Borrowings from ABL revolving credit facility and short-term borrowings	—		270.0
Repayments of ABL revolving credit facility and short-term borrowings	—		(270.0)
Repayment of long-term debt	(15.7)		(15.9)




Dividend payment	(42.6)		(28.1)
Repurchase of common stock	—		(599.9)
Exercise of employee stock options	22.0		25.0
Employee taxes paid from shares withheld	(8.0)		(21.5)
Net cash provided by (used for) financing activities	(44.3)		(640.4)
Effect of exchange rate changes on cash and cash equivalents	14.1		(4.2)
Increase (decrease) in cash, cash equivalents and restricted cash	212.0		128.8
Beginning cash, cash equivalents and restricted cash	1,232.2		788.6
Ending cash, cash equivalents and restricted cash	$	1,444.2	$	917.4
Changes in operating working capital
Accounts receivable	$	(339.8)	$	(190.4)
Inventories	(143.1)		(364.8)
Other current assets	(40.7)		(47.1)
Accounts payable	362.1		258.9
Deferred revenue	49.4		371.7
Accrued expenses and other liabilities	45.2		17.2
Income taxes	(73.8)		23.7
Total changes in operating working capital	$	(140.7)	$	69.2


	Common Share Capital
	Shares	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balance at December 31, 2024	380,703,974	$	—	$	2,821.4	$	(238.3)	$	(148.8)	$	2,434.3
Net income (loss)	—	—				164.5		—		164.5
Exercise of employee stock options	109,017	—		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 stock	18,813	—		2.4		—		—		2.4
Dividend	—	—		—		(14.2)		—		(14.2)
Other comprehensive income (loss), net of tax	—	—		—		—		73.6		73.6
Balance at March 31, 2025	381,001,144	$	—	$	2,829.6	$	(88.0)	$	(75.2)	$	2,666.4
Net income (loss)	—	—				324.2		—		324.2
Exercise of employee stock options	733,437	—		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 stock	61,463	—		3.9		—		—		3.9
Dividend	—	—		—		(14.2)		—		(14.2)
Other comprehensive income (loss), net of tax	—	—		—		—		120.4		120.4
Balance at June 30, 2025	381,803,828	$	—	$	2,858.2	$	222.0	$	45.2	$	3,125.4
Net income (loss)	—	—		—		398.5		—		398.5
Exercise of employee stock options	415,849	—		9.0		—		—		9.0
Stock-based compensation activity, net of shares withheld for tax(3)	16,106	—		13.2		—		—		13.2
Employee 401K match with Vertiv stock	23,025	—		2.8		—		—		2.8
Dividend	—	—		—		(14.2)		—		(14.2)
Other comprehensive income (loss), net of tax	—	—		—		—		(26.0)		(26.0)
Balance at September 30, 2025	382,258,808	$	—	$	2,883.2	$	606.3	$	19.2	$	3,508.7


	Common Share Capital			Treasury Share Capital
	Shares	Amount		Treasury Stock	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balance at December 31, 2023	381,788,876	$	—	—	$	—	$	2,711.3	$	(691.9)	$	(4.5)	$	2,014.9
Net income (loss)	—	—		—	—		—		(5.9)		—		(5.9)
Exercise of employee stock options	1,109,113	—		—	—		14.4		—		—		14.4
Stock-based compensation activity, net of withholding for tax(1)	102,833	—		—	—		17.3		—		—		17.3
Employee 401K match with Vertiv stock	44,968	—		—	—		2.2		—		—		2.2
Dividend	—	—		—	—		—		(9.3)		—		(9.3)
Repurchase of common stock	(9,076,444)	—		9,076,444	(605.9)		—		—		—		(605.9)
Other comprehensive income (loss), net of tax	—	—		—	—		—		—		(34.3)		(34.3)
Balance at March 31, 2024	373,969,346	$	—	9,076,444	$	(605.9)	$	2,745.2	$	(707.1)	$	(38.8)	$	1,393.4
Net income (loss)	—	—		—	—		—		178.1		—		178.1
Exercise of employee stock options	693,261	—		—	—		9.2		—		—		9.2
Stock-based compensation, net of shares withheld for tax(2)	412,459	—		—	—		(10.7)		—		—		(10.7)
Employee 401K match with Vertiv stock	38,061	—		—	—		3.2		—		—		3.2
Dividend	—	—		—	—		—		(9.4)		—		(9.4)
Retirement of treasury stock	—	—		(9,076,444)	605.9		(605.9)		—		—		—
Other comprehensive income (loss), net of tax	—	—		—	—		—		—		(26.3)		(26.3)
Balance at June 30, 2024	375,113,127	$	—	—	$	—	$	2,141.0	$	(538.4)	$	(65.1)	$	1,537.5
Net income (loss)	—	—		—	—		—		176.6		—		176.6
Exercise of employee stock options	100,303	—		—	—		1.4		—		—		1.4
Stock-based compensation, net of shares withheld for tax(3)	10,299	—		—	—		7.0		—		—		7.0
Employee 401K match with Vertiv stock	26,024	—		—	—		2.4		—		—		2.4
Dividend	—	—		—	—		—		(9.4)		—		(9.4)

Other comprehensive income (loss), net of tax	—	—		—	—		—		—		98.2		98.2
Balance at September 30, 2024	375,249,753	$	—	—	$	—	$	2,151.8	$	(371.2)	$	33.1	$	1,813.7


	Three months ended September 30, 2025
	Americas		Asia Pacific		Europe, Middle East, & Africa		Total
Sales by Product and Service Offering:
Products	$	1,426.6	$	392.7	$	348.3	$	2,167.6
Services & spares	285.8		127.1		95.3		508.2
Total	$	1,712.4	$	519.8	$	443.6	$	2,675.8

Timing of Revenue Recognition:
Products and services transferred at a point in time	$	1,456.9	$	394.4	$	327.2	$	2,178.5
Products and services transferred over time	255.5		125.4		116.4		497.3
Total	$	1,712.4	$	519.8	$	443.6	$	2,675.8


	Balances at September 30, 2025		Balances at December 31, 2024
Deferred revenue - current	$	1,131.9	$	1,063.3
Deferred revenue - noncurrent(1)	106.2		91.3


	Three months ended September 30, 2025		Three months ended September 30, 2024(1)		Nine months ended September 30, 2025		Nine months ended September 30, 2024(1)
Americas	$	—	$	(6.1)	$	0.7	$	(5.8)
Asia Pacific	—		—		0.9		(2.1)
Europe, Middle East & Africa	—		12.8		0.9		13.5
Corporate	30.7		(0.4)		31.2		(1.5)
Total	$	30.7	$	6.3	$	33.7	$	4.1


	December 31, 2024		Paid/Utilized		Expense		September 30, 2025
Severance and benefits	$	10.3	$	(8.7)	$	32.4	$	34.0
Plant closing and other	0.1		(2.5)		1.3		(1.1)
Total	$	10.4	$	(11.2)	$	33.7	$	32.9


	December 31, 2023		Paid/Utilized		Expense		September 30, 2024
Severance and benefits	$	25.1	$	(10.3)	$	(2.7)	$	12.1
Plant closing and other	0.1		(13.2)		13.2		0.1
Total	$	25.2	$	(23.5)	$	10.5	$	12.2


	September 30, 2025		December 31, 2024
Term Loan due 2032 at 6.03% and 6.19% at September 30, 2025 and December 31, 2024, respectively	$	2,081.3	$	2,097.0
Senior Secured Notes due 2028 at 4.125% at both September 30, 2025 and December 31, 2024	850.0		850.0

Unamortized discount and issuance costs	(12.8)		(18.8)
	2,918.5		2,928.2
Less: current portion	(20.9)		(21.0)
Total long-term debt, net of current portion	$	2,897.6	$	2,907.2


	September 30, 2025		December 31, 2024
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents	$	1,396.0	$	1,227.6
Restricted cash included in other current assets(1)	48.2		4.6
Total cash, cash equivalents, and restricted cash	$	1,444.2	$	1,232.2


	September 30, 2025		December 31, 2024
Property, plant and equipment, net(1)
Machinery and equipment	$	693.7	$	570.1
Buildings	398.1		362.1
Land	41.6		39.4
Construction in progress	95.1		87.5
Property, plant and equipment, at cost	1,228.5		1,059.1
Less: Accumulated depreciation	(530.5)		(434.0)
Property, plant and equipment, net	$	698.0	$	625.1


	Nine months ended September 30, 2025		Nine months ended September 30, 2024
Change in product warranty accrual
Balance at the beginning of the period	$	27.5	$	26.1
Provision charge to expense	24.7		18.8
Paid/utilized	(17.1)		(17.6)
Balance at the end of the period	$	35.1	$	27.3


	September 30, 2025		December 31, 2024
Inventories
Finished products	$	553.0	$	400.8
Raw materials	669.2		564.7
Work in process	214.9		278.9
Total inventories	$	1,437.1	$	1,244.4


	Three months ended September 30, 2025
	Americas		Asia Pacific		Europe, Middle East & Africa		Total
Sales	$	1,724.0	$	597.7	$	595.3	$	2,917.0
Intersegment sales	11.6		77.9		151.7		241.2
Net Sales	1,712.4		519.8		443.6		2,675.8
Significant segment expenses
Cost of sales(1)	1,006.0		364.0		283.4		1,653.4
Marketing, sales and service costs	89.7		33.5		24.2		147.4
Engineering, research and development costs	54.3		29.1		26.9		110.3
Information technology costs	21.7		14.7		9.1		45.5

Other segment items(2)	38.9		10.0		16.5		65.4
Operating profit (loss)	501.8		68.5		83.5		653.8
Foreign currency gain (loss)							(0.9)
Corporate							(88.0)
Total corporate and other							(88.9)
Amortization of intangibles							(48.2)
Operating profit (loss)							516.7


	Nine months ended September 30, 2025
	Americas		Asia Pacific		Europe, Middle East & Africa		Total
Sales	$	4,531.1	$	1,699.3	$	1,738.8	$	7,969.2
Intersegment sales	31.1		172.1		416.1		619.3
Net Sales	4,500.0		1,527.2		1,322.7		7,349.9
Significant segment expenses
Cost of sales(1)	2,789.2		1,102.5		830.3		4,722.0
Marketing, sales and service costs	243.7		97.0		71.0		411.7
Engineering, research and development costs	159.9		83.1		77.0		320.0
Information technology costs	64.2		43.5		26.9		134.6
Restructuring costs	0.7		0.9		0.9		2.5
Other segment items(2)	96.2		26.8		50.2		173.2
Operating profit (loss)	1,146.1		173.4		266.4		1,585.9
Foreign currency gain (loss)							(5.8)
Corporate							(189.2)
Total corporate and other							(195.0)
Amortization of intangibles							(141.1)
Operating profit (loss)							1,249.8


	Nine months ended September 30, 2024
	Americas		Asia Pacific		Europe, Middle East & Africa		Total
Sales	$	3,270.2	$	1,288.4	$	1,629.7	$	6,188.3
Intersegment sales	25.5		114.6		382.8		522.9
Net Sales	3,244.7		1,173.8		1,246.9		5,665.4
Significant segment expenses
Cost of sales(1)	1,985.1		828.8		755.0		3,568.9
Marketing, sales and service costs	232.9		89.6		71.4		393.9
Engineering, research and development costs	138.3		70.9		60.8		270.0
Information technology costs	58.9		42.3		24.8		126.0
Restructuring costs	(5.8)		(2.1)		13.5		5.6
Other segment items(2)	59.0		37.5		27.2		123.7
Operating profit (loss)	776.3		106.8		294.2		1,177.3
Foreign currency gain (loss)							(8.7)
Corporate							(121.3)
Total corporate and other							(130.0)
Amortization of intangibles							(137.1)
Operating profit (loss)							$	910.2


		As of September 30, 2025
	Balance Sheet Location	Total		Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)
Assets:
Cash	Cash and cash equivalents	$	1,396.0	$	1,396.0	$	—	$	—
Interest rate swaps	Other current assets	25.7		—		25.7		—
Foreign currency exchange forwards	Other current assets	8.4		—		8.4		—
Economic hedges	Other current assets	8.5		—		8.5		—
Interest rate swaps	Other noncurrent assets	9.8		—		9.8		—
Total assets		$	1,448.4	$	1,396.0	$	52.4	$	—


		As of December 31, 2024
	Balance Sheet Location	Total		Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)
Assets:
Cash	Cash and cash equivalents	$	1,227.6	$	1,227.6	$	—	$	—
Interest rate swaps	Other current assets	30.3		—		30.3		—
Economic hedges	Other current assets	9.8		—		9.8		—
Interest rate swaps	Other noncurrent assets	33.3		—		33.3		—
Total assets		$	1,301.0	$	1,227.6	$	73.4	$	—

Liabilities:


Foreign currency exchange forwards	Accrued expenses and other liabilities	$	8.8	$	—	$	8.8	$	—
Total liabilities		$	8.8	$	—	$	8.8	$	—


	September 30, 2025				December 31, 2024
	Fair Value		Par Value(1)		Fair Value		Par Value(1)
Term Loan due 2032	$	2,083.9	$	2,081.3	$	2,097.0	$	2,097.0
Senior Secured Notes due 2028	830.8		850.0		802.4		850.0


Depreciation and Amortization	Three months ended September 30, 2025		Three months ended September 30, 2024		Nine months ended September 30, 2025		Nine months ended September 30, 2024
Americas	$	34.4	$	31.5	$	100.1	$	93.6
Asia Pacific	9.4		8.6		27.6		25.6
Europe, Middle East & Africa	22.5		20.4		65.6		62.6
Corporate and other	9.1		8.4		27.0		24.2
Total	$	75.4	$	68.9	$	220.3	$	206.0


(In millions, except share and per share amounts)	Three months ended September 30, 2025		Three months ended September 30, 2024		Nine months ended September 30, 2025		Nine months ended September 30, 2024
Net income (loss)	$	398.5	$	176.6	$	887.2	$	348.8

Weighted-average number of shares outstanding - basic	382,025,408		375,203,364		381,455,627		376,353,335
Dilutive effect of equity-based compensation	8,903,261		9,112,701		8,802,275		9,752,894
Weighted-average number of shares outstanding - diluted	390,928,669		384,316,065		390,257,902		386,106,229

Earnings (loss) per share
Basic	$	1.04	$	0.47	$	2.33	$	0.93
Diluted	$	1.02	$	0.46	$	2.27	$	0.90


(Dollars in millions)	Three months ended September 30, 2025		Three months ended September 30, 2024		$ Change		% Change
Net sales	$	2,675.8	$	2,073.5	$	602.3	29.0	%
Cost of sales	1,665.1		1,317.1		348.0		26.4
Gross profit	1,010.7		756.4		254.3		33.6
Selling, general and administrative expenses	414.3		334.6		79.7		23.8
Amortization of intangibles	48.2		45.3		2.9		6.4
Restructuring costs	30.7		6.3		24.4		387.3
Foreign currency (gain) loss, net	0.9		5.3		(4.4)		(83.0)
Other operating expense (income)	(0.1)		(6.7)		6.6		98.5
Operating profit (loss)	516.7		371.6		145.1		39.0
Interest expense, net	22.8		35.9		(13.1)		(36.5)
Loss on extinguishment of debt	1.7		—		1.7		—
Change in fair value of warrant liabilities	—		67.2		(67.2)		(100.0)
Income tax expense	93.7		91.9		1.8		2.0
Net income (loss)	$	398.5	$	176.6	$	221.9	125.7	%


(Dollars in millions)	2025		2024		$ Change		% Change
Net cash provided by (used for) operating activities	$	1,134.9	$	894.1	$	240.8	26.9	%
Net cash provided by (used for) investing activities	(892.7)		(120.7)		(772.0)		(639.6)
Net cash provided by (used for) financing activities	(44.3)		(640.4)		596.1		93.1
Capital expenditures	(126.7)		(106.3)		(20.4)		(19.2)
Investments in capitalized software	(4.7)		(14.4)		9.7		67.4


Date: October 22, 2025			Vertiv Holdings Co
			/s/ Giordano Albertazzi
			Name: Giordano Albertazzi
			Title: Chief Executive Officer

			/s/ David Fallon
			Name: David Fallon
			Title: Chief Financial Officer


Salary			Your annual base salary will be $750,000.00 USD ($28,846.15 gross bi-weekly). This position is not eligible for overtime pay. Following the Effective Date, your new base salary will be in effect and will be processed through your regular payroll. Base salary reviews occur annually, and any adjustments are generally made at the end of the first quarter of the calendar year. Adjustments are based on your performance and other relevant factors. You will next be eligible for a base salary review in the first quarter of 2027.

Annual Incentive Plan Bonus			You will be eligible to participate in the Vertiv Incentive Plan (VIP) with an annual target bonus opportunity of 100% of your base salary ($750,000.00 USD). The payment of any bonus is subject to the terms of the plan summary. Your VIP calculation will start on 2026 considering the full year (Jan 1, 2026, to Dec 31, 2026) and will be paid from US payroll of the Company in USD. VIP payments are made in the first quarter of the year following the performance year.

Annual Equity Grant			In accordance with Vertiv’s historical annual grant practices, you will receive your annual equity grant in March 2026 and each calendar year thereafter that you continue as the Chief Financial Officer, you shall be eligible to receive an equity award under the 2020 Stock Incentive Plan of Vertiv Holdings Co and its Affiliates (“Equity Plan”) with a target grant date fair value (based on Vertiv’s standard methodology) equal to $2,000,000.00 USD, subject to approval by Vertiv’s Board of Directors and Compensation Committee, with such other terms and conditions as may be determined by the Compensation Committee in its sole discretion. Each such equity award shall be subject to the terms and conditions of the Equity Plan and an accompanying award agreement. Moreover, Vertiv reserves the right to modify the design or mix of the annual long-term incentive award program in the future.


One Time Sign-Ons (Cash and Equity Grant)			In connection with this offer, effective on the Effective Date, you will be granted the following cash award (in lieu of 2025 bonus), and one-time sign-on equity award (to replace your unvested equity), under the Equity Plan, subject to approval by Vertiv’s Compensation Committee, with such other terms and conditions as may be determined by the Compensation Committee in its sole discretion and subject to the terms and conditions of the Equity Plan and the accompanying award agreements: •Sign-On Cash Award (in lieu of 2025 Annual Bonus): You will receive a one-time cash award equivalent to $300,000.00 gross, payable within 30 days of your start date. This award replaces your eligibility for the 2025 annual bonus and is subject to clawback if relocation services are not initiated within six (6) months of your start date. •Sign-On Equity Grant in RSUs (Replacement of Unvested LTI): You will be granted a sign-on equity grant, in Restricted Stock Units, to recognize loss of unvested equity from your prior employer, with a target grant date fair value equal to $ 1,050,700.00 USD, to vest in 3 years (1st year-50%, 2nd year-30% and 3rd year-20%), (1) with the number of shares of the Company’s common stock subject to such award determined by dividing $1,050,700.00 USD by the closing price on the Grant Date (consistent with the methodology used by the Company previously and described in the materials and minutes of the Committee’s meeting on March 7, 2025) (2) otherwise with the same terms and conditions set forth in the Company’s standard form of restricted stock units award agreement.

Relocation			You will be eligible for an executive relocation package, according to policy.

401k			You will be eligible to contribute to Company’s 401(k) Plan subject to the terms of the plan. The 401(k) plan allows you to defer on a pre-tax, post-tax and after-tax basis. You may defer up to 90% of your eligible income (not to exceed IRS limitations). For every $1.00 up to the first 6% of eligible earnings that an employee contributes, the Company contributes $0.50. Matching contributions will be deposited after each quarter in the form of Company stock.
Benefits			Company has partnered with a variety of insurers and providers to offer you multiple options and flexibility. These include medical, dental, vision, life and disability insurance, plus many more, as described in the attached highlights document. You are eligible to enroll on the first day of the month following the Effective Date. At Vertiv, we believe taking time off is important to your health and well-being. When we rest and recharge, we are better able to tackle both personal and work challenges. To support and encourage you to take some time off every year you will be immediately eligible to participate in our Flexible Paid Time Off (PTO) Program. With Flexible PTO, there are no accruals, no balances and no fixed number of days allowed. You coordinate your PTO with your manager, then submit Flexible PTO request via the online tool. Your manager will review and approve your request subject to the needs of the business, your work performance and your ability to meet your commitments. Further, you will be eligible for the US holiday schedule.


•			Executive Severance: The Employment Policy continuation coverage (“Executive Severance”), if applicable, if your employment is involuntarily terminated for a reason other than Cause or you terminate for Good Reason (as defined in the Employment Policy in effect when you terminate employment). You will be required to execute a release of claims against Vertiv and its affiliates and related parties and you may be required to agree to certain non-solicitation, non-disclosure, and non- competition covenants as a condition of receiving executive severance benefits. You agree to waive any termination payments that you may be eligible to receive under applicable law (the “Statutory Severance”). To the extent that the Statutory Severance benefits are not waived or are not waivable, your Executive Severance will be reduced by the amount of any Statutory Severance that Vertiv or its affiliates are required to pay to you.
•			Change of Control Termination Payments: The Change of Control Plan currently provides for a lump sum cash termination payment, continued benefits and perquisites and equity acceleration if your employment is involuntarily terminated for a reason other than Cause or you terminate upon the occurrence of a Good Reason Event (as defined in the Change of Control Plan in effect when you terminate employment) within the period beginning 90 days prior to effective date of a Change of Control and ending on the second anniversary of the Change of Control. Any termination payments made and equity accelerated under the Change of Control Plan shall be in lieu of any termination, severance or similar payments and benefits provided to you under this Agreement and/or the Employment Policy. For additional information, please consult the Change of Control Plan. Notwithstanding the terms of the Change of Control Plan, any payments to be made to you under the Change of Control Plan shall be offset and reduced by any termination entitlements owed to you by Vertiv or any affiliate of Vertiv, including, without limitation, remuneration paid to you during any period of notice, and any Statutory Severance that Vertiv or any affiliate of Vertiv is required to pay to you, to the extent that Statutory Severance benefits are not waived or are not waivable.