Business overview
Business Overview Vertiv is a global leader in critical digital infrastructure for applications in data centers, communication networks, and commercial and industrial environments. As businesses, industries, and communities become more connected, we pioneer and deliver end-to-end power and cooling technologies to help our customers stay resilient, optimized, and future-ready. With our industry-leading innovative technologies and global services network, we are fueling the revolution of the digital world — keeping technology ecosystems running efficiently and without interruption. We believe that Vertiv is supercharging data’s potential; accelerating the pace of technology, raising the bar for accelerated compute and redefining the limits of densification. The world depends on data we power and cool™.
Our Company Our roots trace back to 1946 and the beginning of the information age, when Ralph Liebert founded the precursor to the Liebert Corporation, which was established in 1965 as the industry’s first manufacturer of computer room air conditioning. In 1987, Liebert was acquired by Emerson Electric Co, which later formed its Network Power business in 2000 to integrate critical infrastructure technologies, including Liebert and previously acquired ASCO, a provider of power transfer switches, under one brand. Over the next decade, Emerson Network Power expanded through acquisitions of Avansys, Marconi’s outside plant and power system; Knurr AG, a leading provider of enclosure systems; and Avocent, a leading provider of IT management software and keyboard, video and mouse (or "KVM") solutions.
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In 2016, Emerson Network Power was spun off as a standalone business and ultimately became — Vertiv. Vertiv became publicly-traded on February 7, 2020, with its shares listed on the New York Stock Exchange (NYSE:VRT), through a business combination with GS Acquisition Holdings Corp (“GSAH”), a special purpose acquisition company later renamed Vertiv Holdings Co (the "Business Combination"). Our Business Vertiv has the most complete portfolio of critical digital infrastructure offerings. We design, manufacture, sell, install, maintain, and service critical digital infrastructure technologies and rapidly deployable customized solutions to meet the specific business requirements and needs of a diverse group of customers. Vertiv leads with first-to-market designs engineered for next-gen rack-scale artificial intelligence ("AI") compute — enabling transformation and scale to stay multiple compute generations ahead.
Our global footprint comprises engineering, manufacturing, operations, sales and service locations in more than 40 countries across the Americas, Asia Pacific and Europe, Middle East & Africa. We provide the hardware, software and services to facilitate an increasingly interconnected marketplace of digital systems, where large amounts of indispensable data need to be transmitted, analyzed, processed and stored. Whether this growing quantity of data is managed centrally in hyperscale/cloud locations, distributed at the edge of the network, processed in an enterprise location or managed via a hybrid platform, the underpinnings and operations of all those locations rely on our critical digital infrastructure and services. Our broad range of offerings includes AC and DC power management, thermal management, low/medium voltage switchgear, busbar, air cooled and liquid cooled thermal management products, integrated modular solutions, racks, single phase UPS, rack power distribution, rack thermal systems, configurable integrated solutions, energy storage solutions, hardware, software for managing IT equipment and services.
These comprehensive offerings are integral to the reliable operation of technologies used to support applications that include AI, e-commerce, online banking, file sharing, video on-demand, energy storage, wireless communications, Internet of Things and online gaming. In addition, through our global services network, we provide lifecycle management services, predictive analytics and professional services for deploying, maintaining and optimizing these products and their related systems. Our most prominent brands include Vertiv, Liebert, NetSure, Geist, Energy Labs, ERS, Albér, and Avocent. We manage our business across three reportable segments based on our main geographic regions—the Americas, Asia Pacific and Europe, Middle East & Africa. For the year ended December 31, 2025, Vertiv’s net sales was $10,229.9, of which 62% was transacted in the Americas; 20% was transacted in Asia Pacific; and 18% was transacted in Europe, Middle East & Africa.
This compares with net sales for the year ended December 31, 2024 of $8,011.8, of which 56% was transacted in the Americas, 22% was transacted in Asia Pacific, and 22% in Europe, Middle East & Africa. 6 Backlog Vertiv’s estimated combined order backlog was $15.0 billion and $7.2 billion as of December 31, 2025 and 2024, respectively, as continued strong demand has contributed to an increase in customer orders being placed in advance of our ability to fulfill them. […]
Source: 10-K · Period ended December 31, 2025 · View report
Latest developments
Recent company filings, newest first. Excerpts retain the original wording.
September 24, 2026Disclosure8-K
Regulation FD disclosure
Original filing excerpt · Item 7.01
Regulation FD On September 24, 2026, Vertiv Holdings Co., a Delaware corporation (the “Company”), issued a press release announcing the execution by one of its wholly-owned subsidiaries of a definitive agreement related to the acquisition of King Environmental Services Ltd. (the “Acquisition”). The Acquisition is expected to close in the fourth quarter of 2026. The press release describing the Acquisition is furnished as Exhibit 99.1 to this Form 8-K. The information set forth in
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, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this
, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
September 2, 2026Contracts8-K
Entry into a material agreement
Original filing excerpt · Item 1.01, 7.01
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.
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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.
[…]
Regulation FD The following information is furnished pursuant to
, “Regulation FD Disclosure.” This information, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. On September 2, 2026, the Company issued a press release announcing that Buyer had entered into the Acquisition Agreement. The press release is furnished as Exhibit 99.1 to this Form 8-K.
September 2, 2026Company update8-K
Other events
Original filing excerpt · Item 8.01
Other Events On September 2, 2026, Vertiv Holdings Co, a Delaware corporation (the “Company”), issued a press release announcing that its Board of Directors has declared a quarterly cash dividend of $0.0625 per share of Class A common stock. The dividend is payable to the Company’s stockholders of record as of the close of business on September 14, 2026, and is expected to be paid on September 24, 2026. A copy of the press release is attached to this report on Exhibit 99.1.
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July 29, 2026Results8-K
Results of operations and financial condition
Original filing excerpt · Item 2.02, 7.01
Results of Operations and Financial Condition On July 29, 2026 , Vertiv Holdings Co (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2026. 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
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, 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.
The Company will post a slide presentation in advance of the earnings call discussed in the press release to the Investor Relations section of the Company’s website, accessible at investors.vertiv.com .
June 18, 2026Shareholders8-K
Shareholder voting results
Original filing excerpt · Item 5.07
Submission of Matters to a Vote of Security Holders. On June 17, 2026, Vertiv Holdings Co (the “ Company ”) held its 2026 Annual Meeting of Stockholders (the “ Annual Meeting ”) in a virtual-only format via live webcast. Of the 384,108,816 shares of the Company’s Class A common stock outstanding and entitled to vote at the Annual Meeting, 330,526,100 shares (or 86.05%), constituting a quorum, were represented in person (online) or by proxy at the Annual Meeting. Set forth below are the final voting results for the three proposals submitted to a vote of the stockholders at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to stockholders on April 24, 2026.
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Proposal 1 : Stockholders elected eleven director nominees to the Company’s Board of Directors, each for a term of one year expiring at the Company’s 2027 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, based on the following votes: Director Nominee For Withhold Broker Non-Votes David M. Cote 267,069,506 28,335,864 35,120,730 Giordano Albertazzi 288,121,966 7,283,404 35,120,730 Joseph J. DeAngelo 221,202,989 74,202,381 35,120,730 Joseph van Dokkum 159,991,445 135,413,925 35,120,730 Roger Fradin 207,619,818 87,785,552 35,120,730 Jakki L. Haussler 283,570,346 11,835,024 35,120,730 Jacob Kotzubei 256,787,148 38,618,222 35,120,730 Matthew Louie 252,762,712 42,642,658 35,120,730 Krishna Mikkilineni 292,351,803 3,053,567 35,120,730 Edward L. Monser 244,850,263 50,555,107 35,120,730 Steven S. […]
June 12, 2026Disclosure8-K
Regulation FD disclosure
Original filing excerpt · Item 7.01
Regulation FD On June 12, 2026, Vertiv Holdings Co., a Delaware corporation (the “Company”), issued a press release announcing the closing, by one of its wholly-owned subsidiaries, of the acquisition of ThermoKey S.p.A. (the “Acquisition”). The press release announcing the closing of the Acquisition is furnished as Exhibit 99.1 to this Form 8-K. The information set forth in
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, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this
, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
June 3, 2026Company update8-K
Other events
Original filing excerpt · Item 8.01
Other Events On June 3, 2026, Vertiv Holdings Co, a Delaware corporation (the “Company”), issued a press release announcing that its Board of Directors has declared a quarterly cash dividend of $0.0625 per share of Class A common stock. The dividend is payable to the Company’s stockholders of record as of the close of business on June 15, 2026, and is expected to be paid on June 25, 2026. A copy of the press release is attached to this report on Exhibit 99.1.
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April 27, 2026Disclosure8-K
Regulation FD disclosure
Original filing excerpt · Item 7.01
Regulation FD On April 27, 2026, Vertiv Holdings Co., a Delaware corporation (the “Company”), issued a press release announcing the closing, by one of its wholly-owned subsidiaries, of the acquisition of Strategic Thermal Labs, LLC (the “Acquisition”). The press release announcing the closing of the Acquisition is furnished as Exhibit 99.1 to this Form 8-K. The information set forth in
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, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this
, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
April 22, 2026Results8-K
Results of operations and financial condition
Original filing excerpt · Item 2.02, 7.01
Results of Operations and Financial Condition On April 22, 2026 , Vertiv Holdings Co (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2026. 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
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, 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.
The Company will post a slide presentation in advance of the earnings call discussed in the press release to the Investor Relations section of the Company’s website, accessible at investors.vertiv.com .
Latest results
Original excerpts. Reporting periods, units and comparisons are retained in the text.
Revenue
RESULTS OF OPERATIONS Comparison of the Three Months Ended June 30, 2026 and Three Months Ended June 30, 2025 (Dollars in millions) Three months ended June 30, 2026 Three months ended June 30, 2025 $ Change % Change Net sales $ 3,274.3 $ 2,638.1 $ 636.2 24.1 % Cost of sales 2,039.4 1,741.5 297.9 17.1 Gross profit 1,234.9 896.6 338.3 37.7 Selling, general and administrative expenses 494.4 395.6 98.8 25.0 Amortization of intangibles 73.7 46.9 26.8 57.1 Restructuring costs (3.9) 1.9 (5.8) (305.3) Foreign currency (gain) loss, net 3.9 2.3 1.6 69.6 Other operating expense (income) 28.9 7.5 21.4 285.3 Operating profit (loss) 637.9 442.4 195.5 44.2 Interest expense (income), net 17.4 21.3 (3.9) (18.3) Other non-operating expense (income) 0.5 — 0.5 — Income tax expense 122.2 96.9 25.3 26.1 Net income (loss) $ 497.8 $ 324.2 $ 173.6 53.5 […]
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The increase in sales was primarily driven by higher sales volumes, acquisition related sales of $129.7, positive impacts from foreign currency of $35.9, which were slightly offset by temporary supply chain congestion and multi-phased project execution. Product sales increased $487.5, which included positive impacts from foreign currency of $28.7. Services & Spares sales increased $148.7, which included positive impacts from foreign currency of $7.2. Excluding intercompany sales, net sales were $2,070.8 in the Americas, $719.9 in Asia Pacific, and $483.6 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segment section below. Cost of Sales Cost of sales were $2,039.4 in the second quarter of 2026, an increase of $297.9, or 17.1% compared to the second quarter of 2025.
Cash flow & liquidity
30 Capital Resources and Liquidity Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments and debt service. Capital Expenditures: Our capital expenditures primarily relate to the maintenance of our long-term assets, as well as investments in projects such as capacity and facility expansion, which support growth and innovation to further our enterprise strategy. Our capital expenditures (including capitalized software) were approximately $288.5 during the first six months of 2026. We expect to have capital expenditures (including capitalized software) of $550.0 to $570.0 for the full year 2026 in order to support capacity expansion across the business. We have additional obligations in the ordinary course of our business, beyond those committed for capital expenditures, which consist of debt obligations and other financial instruments.
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Refer below, as well as to “Note 6 — Debt” and “Note 13 — Commitments and Contingencies” of the Unaudited Condensed Consolidated Financial Statements for more information. In addition, we have uncertain tax positions that are further discussed in “Note 7 — Income Taxes” of the Unaudited Condensed Consolidated Financial Statements. We anticipate lease payment obligations of approximately $110.0 for the full year 2026. We do not have any guarantees or other off-balance sheet financing arrangements, including variable interest entities, which could materially impact our financial condition or liquidity.
Management commentary
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless the context otherwise indicates or requires, references to “the Company,” “Vertiv,” “we,” “us” and “our” refer to Vertiv Holdings Co, a Delaware corporation, and its consolidated subsidiaries. In addition, dollar amounts are stated in millions, except for per share amounts. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the Consolidated Financial Statements and the notes thereto included elsewhere in the Annual Report. Cautionary Note Regarding Forward-Looking Statements This Form 10-Q, and other statements that Vertiv may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and as such are not historical facts.
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Such statements may include, without limitation, those regarding Vertiv’s future financial performance or position, capital structure, indebtedness, business performance, strategy and plans, and expectations and objectives of Vertiv management for future operations and financial performance. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of results of performance. Vertiv cautions that such forward-looking statements are subject to numerous assumptions, risks and uncertainties, which may change over time. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
When Vertiv discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, Vertiv’s management at the time of such statements. The forward-looking statements contained in this Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on Vertiv. There can be no assurance that future developments affecting Vertiv will be those that Vertiv has anticipated. Forward-looking statements included in this Form 10-Q speak only as of the date of this filing or any earlier date specified for such statements. Vertiv undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
All subsequent written or oral forward-looking statements attributable to Vertiv or persons acting on Vertiv’s behalf are qualified in their entirety by this Cautionary Note Regarding Forward-Looking Statements. These forward-looking statements involve a number of risks, uncertainties or other assumptions, some of which are beyond Vertiv's control, and may change over time, and may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Vertiv has previously disclosed risk factors in its Securities and Exchange Commission (“SEC”) reports, including those set forth in its Form 10-K for the year ended December 31, 2025 filed on February 13, 2026 (the "2025 Form 10-K").
These risk factors and those included elsewhere in this Form 10-Q, among others, could cause actual results to differ materially from historical performance and include, but are not limited to: risks relating to the continued growth of our customers’ markets; long sales cycles for certain Vertiv products and solutions as well as unpredictable placing or cancelling of customer orders; failure to realize sales expected from our backlog of orders and contracts, disruption of or consolidation in our customer’s markets or categorical shifts in customer technology spending; less leverage with large customer contract terms; failure to mitigate risks associated with long-term fixed price contracts; competition in the industry in which we operate; failure to obtain performance and other guarantees from financial institutions; risks associated with governmental contracts; failure to properly manage production cost changes and supply chain; failure to anticipate market change and competition in the infrastructure technologies; risks associated with information technology disruption or cyber-security incidents; risks associated with the implementation and enhancement of information systems; failure to realize the expected benefit from any rationalization, restructuring and improvement efforts; disruption of, or changes in, Vertiv’s independent sales representatives, distributors and original equipment manufacturers; […]
Key risks
Annual risk disclosures
Risk Factors.” Risk Factor Summary Investing in Vertiv’s common stock involves a high degree of risk. You should carefully consider all information in this Annual Report prior to investing in Vertiv common stock. These risks are discussed more fully in the section titled “Item 1A. Risk Factors.”
These risks and uncertainties include, but are not limited to, the following: Customer and Industry Risks: • A decrease in continued growth of our customers’ markets; • The long sales cycles for certain Vertiv products and solutions offerings, as well as unpredictable placing or canceling of customer orders; • Failure to realize sales expected from our backlog of orders and contracts; • Disruption of or consolidation in our customers’ markets, or categorical shifts in customer technology spending; • Less leverage with large customer contract terms; • Failure to mitigate risks associated with long-term fixed price contracts; • We operate in a highly competitive environment; • Failure to obtain performance and other guarantees from financial institutions; • Government contracts may contain onerous terms and subject us to audits, investigations, and potential penalties, sanctions, or fines; Business Operational Risks: • The risks associated with production cost changes and supply chain management; • The risks associated with failing to anticipate market changes and develop competitive products in a timely manner; • Risks associated with IT disruption or cyber-security incidents; • Risks associated with the implementation and enhancement of information systems; • Failure to realize the expected benefit from any rationalization, restructuring, and improvement efforts; • Disruption of, or changes in, our independent sales representatives, distributors and original equipment manufacturers; • Increase of variability in our effective tax rate due to global operations subjecting us to income and other taxes in the U.S. and numerous foreign entities; • Costs or liabilities associated with product liability and damage to our reputation and brands; • The global scope of our operations, especially in emerging markets; • Any failure to benefit from future significant corporate transactions; • The risks associated with operating and expanding global production facilities; Legal and Regulatory Risks: • Risks associated with future legislation and regulation of our customers’ markets; • Our ability to comply with various laws and regulations, including, but not limited to, laws and regulations relating to data protection and data privacy; • Failure to properly address legal compliance issues, particularly those related to imports/exports, anti-corruption laws, and foreign operations; • The risks associated with export controls, import restrictions, and sanctions programs; • Risks associated with foreign trade policies, including tariffs or global trade conflicts; • Risks associated with litigation or claims against the Company, including the risk of adverse outcomes in any such legal claims or proceedings; • Our ability to protect or enforce our intellectual property and proprietary rights on which our business depends and risk of third-party intellectual property infringement claims; • Liabilities associated with environmental, health and safety matters; • Risks related to various environmental and sustainability- related matters, metrics and goals which may impact our business and reputation; Financial Related Risks: • Failure to realize the value of goodwill and intangible assets; • Exposure to fluctuations in foreign currency exchange rates; • Failure to remediate material weaknesses in our internal controls over financial reporting ; • Our level of indebtedness and ability to comply with covenants included in our debt documents; 4 • Our ability to access funds through capital markets; Risks Relating to Ownership of Our Securities: • Resales of our securities may cause volatility in the market price of our securities; • Provisions contained in our organizational documents that may discourage unsolicited takeover proposals; • A forum selection clause included in our Certificate of Incorporation, which could discourage or limit stockholders’ ability to make a claim against us; • The ability of our subsidiaries to pay dividends; General Risk Factors: • Risks associated with global macroeconomics conditions in the areas in which we operate; • Our ability to attract, train and retain key members of its leadership team and other qualified personnel; • The adequacy of our insurance coverage; • Fluctuations in interest rates materially affecting our financial results and increasing the risk our counterparties default on our interest rate hedges; • Our incurrence of significant costs and devotion of substantial management time as a result of operating as a public company.
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The discussion of risk factors contained in “Item 1A. Risk Factors” herein includes forward-looking statements. […]
Quarterly risk disclosures
The quarterly report's own risk disclosure is shown below. No changes have been inferred by comparing reports.
RISK FACTORS Item 1A. Risk Factors Other than as noted below, the Company's risk factors, as of June 30, 2026, have not materially changed from those described in Part 1, Item 1A of our 2025 Form 10-K for the fiscal year ended December 31, 2025. Restrictive covenants in the credit agreement governing our Senior Unsecured Revolving Credit Facility and the indentures governing our Senior Secured Notes and Senior Notes, and any future debt agreements, could restrict our operating flexibility. Our ability to comply with these covenants and other restrictions contained in such documents is not fully within our control, and breaches could trigger adverse consequences. The credit agreement governing our Senior Unsecured Revolving Credit Facility and the indentures governing our Senior Secured Notes and Senior Notes contain covenants and other restrictions that limit certain of our and certain of 34 subsidiaries’ ability to take certain actions.
These restrictions, though subject to exceptions, may limit our ability to operate our businesses, and may prohibit or limit our ability to enhance our operations or take advantage of potential business opportunities as they arise.
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Such restrictions include, among other: (a) in the case of our Senior Unsecured Revolving Credit Facility, our ability and in certain cases the ability of our subsidiaries to incur liens, consolidate or merge, incur additional indebtedness and pay dividends and distributions when a default or event of default has occurred and is continuing, in each case, subject to certain thresholds and exceptions, (b) in the case of the Senior Secured Notes, the ability of certain of our subsidiaries to grant liens, undertake mergers and consolidations, dispose of assets, pay dividends or make other restricted payments, incur indebtedness, make certain investments, optionally prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates, in each case, subject to certain thresholds and exceptions, and (c) in the case of our Senior Notes, among other things and subject to certain exceptions, 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.
In addition, under our Senior Unsecured Revolving Credit Facility, we are required to comply with a maximum “Consolidated Leverage Ratio” (as defined in the credit agreement that governs our Senior Unsecured Revolving Credit Facility) of 4.00:1.00, calculated on a quarterly basis, as determined on the last day of the most recent fiscal quarter end, with a step-up, at our option, to 4.50:1.00 for the four consecutive fiscal quarters ending after the consummation of an acquisition that involves cash consideration of at least $750 million, subject to certain conditions and limitations contained in the credit agreement governing our Senior Unsecured Revolving Credit Facility.
Our ability to comply with these covenants and restrictions may be affected by economic conditions and by financial, market and competitive factors, many of which are beyond our control and future periods will also depend substantially on the pricing and sales volume of our products, our success at implementing cost reduction initiatives and our ability to successfully implement our overall business strategy, among other factors. The breach of any of these covenants or restrictions could result in a default under the credit agreement governing the Senior Unsecured Revolving Credit Facility, the indentures governing the Senior Secured Notes and the Senior Notes or any future debt, including as a result of a cross-default, that would permit the applicable note holders or lenders to terminate any outstanding commitments and declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest.
In that case, we may be unable to borrow under the Senior Unsecured Revolving Credit Facility, or any future debt, may not be able to repay the amounts due under the Senior Unsecured Revolving Credit Facility, the Senior Secured Notes, the Senior Notes, or any future debt, may not be able to make interest payments on the Senior Unsecured Revolving Credit Facility, the Senior Secured Notes or the Senior Notes and our subsidiaries may not be able make cash available to us, by dividend, debt repayment or otherwise, to enable us to make payments on any future debt, meet other corporate needs or pay dividends. In addition, the noteholders of the Senior Secured Notes or any future secured debtholder, could proceed against the collateral securing that indebtedness.
This could have serious consequences to our financial position, results of operations and/or cash flows and could cause us to become bankrupt or insolvent.
Annual report details
Read annual management analysis & tone analysis
Annual MD&A Tone Analysis
-66.7
2 · 16.7%Positive terms
10 · 83.3%Negative terms
736Analyzed annual MD&A words
Only the extracted annual management discussion is evaluated using dictionary version 1.1. Score = (positive − negative) ÷ matched terms × 100. Quarterly reports and current filings are excluded. This lexical measure does not assess financial health and may not fully capture context or negation.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto included elsewhere in this Annual Report, before investing in our securities. We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially adversely affect our operations. Any of the following risks could materially and adversely affect our business, financial condition, results of operations or prospects. However, the selected risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition, results of operations or prospects.
In such a case, the trading price of our securities could decline and you may lose all or part of your investment in us. Unless the context otherwise requires, all references in this subsection to the “Company,” “Vertiv,” “we,” “us” or “our” refer to Vertiv Holdings Co and its consolidated subsidiaries following the Business Combination, other than certain historical information which refers to the business of Vertiv prior to the consummation of the Business Combination. Risks Related to Our Customers and Our Industry We rely on the continued growth of our customers’ critical infrastructure systems, in particular data center and communication infrastructure, to grow our business, operations and revenue, and any decreases in demand in these infrastructures could lead to a decrease in demand for our product offerings.
A substantial portion of our business depends on the continued growth of our current and potential customers’ data centers and communication infrastructure demand. If these data centers and communication infrastructures do not continue to grow, whether as a result of changes in the economy, shifts in the level or focus of spending on artificial intelligence, capital spending, building capacity in excess of demand, delays in receiving required permits and approvals, or for any other reason, overall customer demand for our product offerings could decrease, which would have an adverse effect on our business, results of operations and financial condition. The length of the sales cycle for certain Vertiv products and solutions offerings, as well as unpredictable placing or canceling of customer orders, particularly large orders, may cause our revenues and operating results to vary significantly from period-to-period, which could make our future operational results less predictable.
A customer’s decision to purchase certain of our products or solutions, particularly products new to the market or long-term end-to-end solutions, may involve a lengthy contracting, design and qualification process. In particular, customers deciding on the design and implementation of large deployments may have lengthy and unpredictable procurement processes that may delay or impact expected future orders, including customers canceling orders based on unforeseen changes to their businesses. As a result, the order booking and sales recognition process is often uncertain and unpredictable, with some customers placing large orders with short lead times on little advance notice and others requiring lengthy, open-ended processes that may change depending on global or regional economic conditions.
This unpredictability may cause our revenues and operating results to vary unexpectedly from quarter-to-quarter and year-to-year, making our future operational results less predictable. We may not realize all of the sales expected from our backlog of orders and contracts. Our backlog consists of the value of product and service orders for which a customer purchase order or purchase commitment is received, but has not yet been delivered. As of December 31, 2025 and 2024, Vertiv’s estimated combined order backlog was approximately $15.0 billion and $7.2 billion, respectively. The majority of our combined backlog is considered firm and expected to be delivered within 12 to 18 months. Our customers have the right in some circumstances, usually with penalties or other termination consequences, to reduce or defer firm orders in backlog.
If customers terminate, reduce or defer firm orders, the revenue we expect to generate from our backlog may not be fully realized. Also, due to our large backlog, pricing changes may take longer to be reflected in our financial results. Our recent acquisitions have added to our sales pipeline and backlog. The contracts associated with our acquisitions may have differing terms, allowing customers to reduce firm orders or terminate contracts, with varying costs. Any disruption or consolidation of our customers’ markets or reduction in customer spending on technology could result in declines in the sales volume and prices of our products. […]