Vertiv Holdings Co (VRT)

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.

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. […]

Management discussion and analysis

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. […]

Key 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. The discussion of risk factors contained in “Item 1A. Risk Factors” herein includes forward-looking statements. […]

Source and methodology

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