UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 29, 2023

VERTIV HOLDINGS CO
Exact name of registrant as specified in its charter
Delaware	001-38518	81-2376902
(State or other Jurisdiction of<br><br> <br>incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification Number)
505 N. Cleveland Ave., Westerville, Ohio 43082
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 614-888-0246

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading<br><br> <br>Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	VRT	New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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

Item 7.01	Regulation FD Disclosure.

On November 29, 2023, Vertiv Holdings Co, a Delaware corporation (the “Company”) issued a press release announcing, among other things, that it has increased the Company’s financial guidance for the fiscal year ending December 31, 2023. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 8.01	Other Events.

Stock Repurchase Program

On November 29, 2023, the Company announced that the Board of Directors of the Company (the “Board”) has approved a stock repurchase program permitting the repurchase of the Company’s shares of Class A common stock in an aggregate amount of up to $3.0 billion until December 31, 2027. Repurchases of shares of the Company’s Class A common stock may be made from time to time through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, block trades, derivative contracts or otherwise, including in compliance with Rule 10b-18. The specific timing of any repurchases will be determined in management's discretion and will depend on a number of factors, including available liquidity, the Company's stock price, the Company's financial outlook, and alternative investment options. The stock repurchase program does not obligate the Company to repurchase any specific dollar amount or number of shares of Class A common stock and the Board's authorization of the program may be modified, suspended or discontinued at any time.

Dividend

On November 29, 2023, the Company announced that the Board has declared a cash dividend of $0.025 per share of Class A common stock. The dividend is payable to the Company's shareholders of record as of December 11, 2023, and is expected to be paid on December 27, 2023.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
99.1	Press release of Vertiv Holdings Co, dated November 29, 2023
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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:<br> November 29, 2023	Vertiv Holdings Co
	/s/<br> David Fallon
	Name: David Fallon
	Title: Chief Financial Officer

EXHIBIT 99.1

Vertiv Hosts Investor Conference and Raises 2023 Guidance

·	Raises Full Year 2023 Guidance Range
·	Authorizes $3 Billion Share Repurchase Plan Over Four Years
---	---
·	Raises 2023 Dividend
---	---

New York November 29, 2023 – Vertiv (NYSE: VRT), a global provider of critical digital infrastructure and continuity solutions, will host its previously announced Investor Conference today at the New York Stock Exchange from 10 a.m. to 3 p.m. Eastern Time. Vertiv’s management team will update investors on the Company’s vision and strategy, current business and operations, accelerated growth opportunities and financial performance. A webcast of the live event and presentation materials can be accessed in the Investor Relations section of Vertiv’s website at investors.vertiv.com. A replay of Vertiv’s 2023 Investor Conference will also be available for 30 days following the webcast and can be accessed at investors.vertiv.com.

Vertiv also announced that effective today, its Board of Directors approved a share repurchase program authorizing the company to repurchase up to $3 billion of common stock over the next four years. The program is intended to provide the company with flexibility in returning capital to shareholders. Vertiv expects that the repurchases will be effected from time-to-time through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, block trades, derivative contracts or otherwise, including in compliance with Rule 10b-18. The specific timing of any repurchases will be determined at management’s discretion and will depend on a number of factors, including available liquidity, the company's stock price, the company's financial outlook, and alternative investment options. The share repurchase program does not obligate Vertiv to repurchase any specific dollar amount or number of shares and the Board's authorization of the program may be modified, suspended or discontinued at any time.

Vertiv’s Board has declared an increase in the company’s annual cash dividend for 2023 to $0.025 per share of the company’s Class A common stock. The cash dividend will be payable

| Page 1 of 4 |

| --- |

on December 27, 2023 to shareholders of record of Class A common stock at the close of business on December 11, 2023.

The company has increased 2023 financial guidance as it continues to see strong market demand for its critical digital infrastructure products and services.

	Current<br><br> <br>Full Year 2023 Guidance^(3)^	Previous<br><br> <br>Full Year 2023 Guidance
Net sales	$6,875M - $6,895M	$6,826M - $6,851M
Organic net sales growth^(2)^	21.9% - 22.3%	20.9% - 21.4%
Adjusted operating profit^(1)^	$1,035M - $1,045M	$1,020M - $1,030M
Adjusted operating margin^(2)^	15.0% - 15.2%	14.6% - 15.4%
Adjusted diluted EPS^(1)^	$1.72 - $1.76	$1.69 - $1.73
Adjusted free cash flow^(2)^	$600M - $650M	$600M - $650M
^(1)^	This release contains certain non-GAAP metrics. For reconciliations to the relevant GAAP measures and<br>an explanation of the non-GAAP measures and reasons for their use, please refer to sections of this release entitled “Non-GAAP Financial<br>Measures” and “Reconciliation of GAAP and non-GAAP Financial Measures.”
---	---
^(2)^	This is a forward-looking non-GAAP financial measure that cannot be reconciled for those reasons set forth<br>under “Non-GAAP Financial Measures” of this release.
^(3)^	In connection with our Investor Conference being held today, we have decided to update our existing<br> guidance to factor in our financial performance through the end of October and our current outlook for the remainder of the year to<br> address this special circumstance. We do not anticipate making a practice of issuing interim guidance in future and no<br> inference should be made from the failure to do so. Please refer to the cautionary language under “Forward Looking<br> Statements” below.

#

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.

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. 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.

| Page 2 of 4 |

| --- |

Non-GAAP Financial Measures

Information reconciling certain forward-looking GAAP measures to non-GAAP measures related to full-year 2023 guidance, including organic net sales growth, adjusted free cash flow and adjusted operating margin, is not available without unreasonable effort due to high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations. For those reasons, we are unable to compute the probable significance of the unavailable information, which could have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.

See “Reconciliation of GAAP and Non-GAAP Financial Measures” in this release for Vertiv’s reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures.

For investor inquiries, please contact:

Lynne Maxeiner

Vice President, Global Treasury & Investor Relations

Vertiv

T +1 614-841-6776

E : lynne.maxeiner@vertiv.com

For media inquiries, please contact:

Peter Poulos

FleishmanHillard for Vertiv

T +1 646-284-4991

E: peter.poulos@fleishman.com

Source: Vertiv Holdings Co

| Page 3 of 4 |

| --- |

Reconciliation of GAAP and non-GAAP Financial Measures

Vertiv Holdings Co

2023 Adjusted Guidance

Reconciliation of Diluted EPS to Adjusted DilutedEPS

Full Year 2023

	Operating profit<br> (loss)		Interest expense, net		Change in Warrant Liability			Income tax expense		Net income (loss)		Diluted EPS ^(1)^
GAAP	$	862.4	$	179.5	$	103.4		$	187.3	$	392.2	$	1.01
Amortization of intangibles		177.6		—		—			—		177.6		0.46
Change in warrant liability		—		—		(103.4	)		—		103.4		0.27
Non-GAAP Adjusted	$	1,040.0	$	179.5	$	—		$	187.3	$	673.2	$	1.74
^(1)^	Diluted EPS and adjusted diluted EPS based on<br>386.1 million shares (includes 380.2 million basic shares and a weighted average 5.9 million potential dilutive stock options and restricted<br>stock units).
---	---

| Page 4 of 4 |

| --- |