10q10k10q10k.net

What changed in Vertiv Holdings Co's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Vertiv Holdings Co's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+363 added−343 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-18)

Top changes in Vertiv Holdings Co's 2025 10-K

363 paragraphs added · 343 removed · 286 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

56 edited+15 added−14 removed42 unchanged
Biggest changeOur offerings include: • Finance, Human Resources, Sales, Engineering, and Field Services Leadership Development Rotational Programs for early-career employees based in the Americas, Asia, India, or Europe, Middle-East, and Africa reporting units • Specialized partnership programs with local universities in India for high-potential engineers to earn a post-secondary baccalaureate and/or a graduate degree • Programs for identified high-potential leaders in early-, mid-, senior-, and leadership-ready positions across multiple functions globally that focus on training in the areas of operational and strategic thinking, offers the opportunity to participate and lead global projects, and obtain global networking & visibility to executive leadership • Specialized training for employees based in our support hubs, located in the Philippines, India, and Romania, around key business skills including customer service, finance fundamentals and customer service mindset 10 Table of contents • VOS training is delivered globally.
Biggest changeOur offerings include: • Finance, Human Resources, Sales, Engineering, and Field Services Leadership Development Rotational Programs for early-career employees based in the Americas, Asia, India, Europe, Middle-East, and Africa reporting units. • Specialized partnership programs with local universities in India, United States, and China for high-potential engineers to earn a post-secondary bachelor and/or a graduate degree. • Focus development for identified high-potential leaders in early-, mid-, senior-, and leadership-ready positions across multiple functions globally that focus on training in the areas of operational and strategic thinking, offers the opportunity to participate and lead global projects, and obtain global networking and visibility to executive leadership. • New rotational programs for mid and senior level employees launched in 2025 to focus on accelerating the development for employees who desire to become General Managers and Operational leaders. • Specialized training for employees based in our support hubs, located in the Philippines, United States, India, and Romania, around key business skills including customer service, finance fundamentals and customer service mindset. • Leadership training courses were created and launched in 2025 globally to support early and mid-career managers.
Our global product leaders manage global product lines and engineering organizations with the goal to remain ahead of market trends by leveraging input from our regions, technology partners, and customers. These global groups are also supported by in-region product and engineering teams which are responsible for understanding and adapting our offerings to local market and customer requirements.
Our global product leaders manage global product lines and engineering organizations with the goal to remain ahead of market trends by leveraging input from our customers, regions, and technology partners. These global groups are also supported by in-region product and engineering teams which are responsible for understanding and adapting our offerings to local market and customer requirements.
Intellectual Property Our ability to create, obtain and protect intellectual property is important to the success of our business and our ability to compete. We create intellectual property (“IP”) in our operations globally, and we actively work to protect and enforce our IP rights.
Intellectual Property Our ability to create, obtain and protect intellectual property (“IP”) is important to the success of our business and our ability to compete. We create IP in our operations globally, and we actively work to protect and enforce our IP rights.
The Stockholders Agreement provides that so long as we have either of the Executive Chairman or the Chief Executive Officer as a named executive officer, we shall take certain actions to include such Executive Chairman or the Chief Executive Officer on the slate of nominees recommended by the Board of Directors for election.
The Stockholders Agreement provides that so long as we have either of the Executive Chairman or the Chief Executive Officer as a named executive officer, we shall take certain actions to include such Executive Chairman or the Chief Executive Officer on the slate of nominees recommended by the Board of Directors (the "Board") for election.
On December 6, 2024, 5,266,667 warrants were exercised on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 4,812,521 shares of Class A common stock. As of December 31, 2024, there are no outstanding Private Placement Warrants.
On December 6, 2024, 5,266,667 warrants were exercised on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 4,812,521 shares of Class A common stock. As of December 31, 2025, there are no outstanding Private Placement Warrants.
Our Offerings We design, manufacture and service critical digital infrastructure technology primarily for data centers, communication networks and commercial and industrial environments. Our principal offerings include: Products We identify delivery of products as performance obligations.
Our Offerings We design, manufacture and service critical digital infrastructure technology primarily for data centers, communication networks and commercial and industrial environments. Our principal offerings include products and service & spares. Products We identify delivery of products as performance obligations.
Services & spares Global services include both pre-sale and after-sales services, for example, preventative maintenance, project management, acceptance testing, engineering and consulting, performance assessments, remote monitoring, training, spare parts, and critical digital infrastructure software. We provide consistent service delivery for critical facilities in all regions of the world with service provided by knowledgeable, local specialists.
Services & spares Global services include both pre-sale and after-sales services, for example, preventative maintenance, project management, acceptance testing, engineering and consulting, performance assessments, remote monitoring, specialized fluid management, training, spare parts, and critical digital infrastructure software. We provide consistent service delivery for critical facilities in all regions of the world with service provided by knowledgeable, local specialists.
Upon the written request of any record holder or beneficial owner of Common Stock entitled to vote at the Annual Meeting, we will, without charge, provide a copy of our Annual Report, including the financial statements and the financial statement schedules, for the fiscal year ended December 31, 2024, as filed with the SEC.
Upon the written request of any record holder or beneficial owner of Common Stock entitled to vote at the Annual Meeting, we will, without charge, provide a copy of our Annual Report, including the financial statements and the financial statement schedules, for the fiscal year ended December 31, 2025, as filed with the SEC.
There are five key characteristics that differentiates Vertiv’s customer service and support from competitors: • Expertise: For over 50 years, Vertiv’s long-tenured service personnel have been trusted advisors to industry leaders and companies of all sizes. • Reliability & Safety: We provide around the clock, direct access to approximately 4,000 field services engineers and approximately 300 technical support team members. • Response Time: Vertiv boasts a first-time fix rate of more than 90% during site emergency visits, allowing customers to quickly gain assistance wherever and whenever. • Global Coverage : We provide a standardized support approach across the globe with more than 300 service centers, keeping our customer sites connected. • Broad Capabilities : Vertiv offers customers a complete lifecycle of capabilities such as project launch, remote monitoring, on-site project management, energy consumption management and preventive maintenance.
There are five key characteristics that differentiate Vertiv’s customer service and support from competitors: • Expertise : For over 50 years, Vertiv’s long-tenured service personnel have been trusted advisors to industry leaders and companies of all sizes. • Reliability & Safety : We provide around the clock, direct access to approximately 5,000 field services engineers and approximately 400 technical support team members. • Response Time : Vertiv boasts a first-time fix rate of more than 90% during site emergency visits, allowing customers to quickly gain assistance wherever and whenever. • Global Coverage : We provide a standardized support approach across the globe with more than 300 service centers, keeping our customer sites connected. • Broad Capabilities : Vertiv offers customers a complete lifecycle of capabilities such as project launch, remote monitoring, on-site project management, energy consumption management and preventive maintenance.
Facilities, Operations, and Supply Chain Our ability to serve our customers on both a global and local level is a key success factor, and we have built, and continue to expand, our manufacturing and operations footprint and capacity with that principle in mind.
Facilities, Operations, Raw Materials and Supply Chain Our ability to serve our customers on both a global and local level is a key success factor, and we have built, and continue to expand, our manufacturing and operations footprint and capacity with that principle in mind.
We believe that we offer our employees competitive pay packages and a broad range of company-paid benefits, and recognize that our success is based in large part on the talents and dedication of those we employ. Vertiv Career Framework was launched in 2023. This framework is intended to highlight a simple and consistent way to organize, reward, and develop careers.
We believe that we offer our employees competitive pay packages and a broad range of company-paid benefits, and recognize that our success is based in large part on the talents and dedication of those we employ. Vertiv Career Framework: This framework is intended to highlight a simple and consistent way to organize, reward, and develop careers.
There are a host of different sizes and types of data centers, but primarily they can be broken down into the following classifications: • Cloud/Hyperscale: These facilities are massive in scale, can span multiple acres and are primarily used to support cloud applications.
There are a host of different sizes and types of data centers, but they can be broken down into the following primary classifications: • Cloud/Hyperscale: These facilities are large in scale, can span multiple acres and are primarily used to support cloud applications.
Examples of companies in this space include Microsoft, Amazon Web Services, and Google Cloud. • Colocation: These facilities range in size and offer clients a location where they can place their information technology (“IT”) equipment, while the building and critical digital infrastructure is owned by the colocation company. This portion of the industry is on a significant growth trajectory.
Examples of companies in this space include Microsoft, Amazon Web Services, and Google Cloud. • Colocation: These facilities range in size and offer clients a location where they can place their IT equipment, while the building and critical digital infrastructure is owned by the colocation company. This portion of the industry is on a significant growth trajectory.
That performance management cycle has been simplified and fully automated to Oracle systems, linking objective setting to employee feedback, annual performance ratings and compensation awards. A true pillar to drive a high-performance culture. Inclusion We believe that innovative solutions are often developed from having diverse viewpoints and perspectives at the table.
That performance management cycle has been simplified and fully automated within our Oracle systems, linking goal setting to employee feedback, annual performance ratings and compensation awards. A true pillar to drive a high-performance culture. Inclusion We believe that innovative solutions are often developed from having diverse viewpoints and perspectives at the table.
Although certain third-party proprietary IP rights are important to our success, we do not believe that we are materially dependent on any particular third-party IP rights. As of December 31, 2024 Vertiv had approximately 3,000 registered patents and approximately 1,200 pending, published or allowed patent applications, and approximately 1,800 registered trademarks and approximately 300 pending trademark applications.
Although certain third-party proprietary IP rights are important to our success, we do not believe that we are materially dependent on any particular third-party IP rights. As of December 31, 2025 Vertiv had approximately 3,000 registered patents and approximately 1,900 pending, published or allowed patent applications, and approximately 1,900 registered trademarks and approximately 200 pending trademark applications.
Across our three geographic segments, we encounter two principal types of competitors: niche players (e.g., Delta Electronics, Inc., Stulz GmbH, Johnson Controls International PLC, and Socomec Holding SA) and large-scale global competitors (e.g., Schneider Electric, S.E., Eaton Corporation Plc, Legrand SA, and Huawei Investment & Holding Co., Ltd.) We believe we differentiate ourselves through: (i) application expertise and customer collaboration to envision and build future-ready infrastructure; (ii) most complete portfolio and continual innovation; (iii) proven superior reliability and quality; (iv) truly global presence and ability to scale for our customers' operating flexibility and resilience; and (v) our industry-leading global service network to safeguard uptime and support.
Across our three geographic segments, we encounter two principal types of competitors: niche players (e.g., Delta Electronics, Inc., Stulz GmbH, Johnson Controls International PLC, and Socomec Holding SA) and large-scale global competitors (e.g., Schneider Electric, S.E., Eaton Corporation Plc, Legrand SA, and Huawei Investment & Holding Co., Ltd.) We believe we differentiate ourselves through: (i) application expertise and customer collaboration to envision and build future-ready infrastructure; (ii) most complete portfolio and continual innovation; (iii) proven superior reliability and quality; (iv) truly global presence and ability to scale for our customers' operating flexibility and resilience; and (v) our industry-leading global service network to safeguard uptime and support. 8 Table of contents Sales and Marketing Our customers are located across the globe.
Across the globe, we operate over 300 service centers and deploy approximately 4,000 service engineers. 8 Table of contents Competition The majority of our competitors target a specific offering or a specific geographic location. Competition in our markets is primarily on the basis of reliability, quality, price, service and customer relationships.
Across the globe, we operate over 300 service centers and deploy approximately 5,000 service engineers. Competition The majority of our competitors target a specific offering or a specific geographic location. Competition in our markets is primarily on the basis of reliability, quality, price, service and customer relationships.
"The CEO Award", an employee recognition award given several times throughout the year by CEO Giordano Albertazzi to recognize individuals who unlock value for our customers, who overcome challenges to solve problems, or who create meaningful, lasting results for our business, has recently completed year two.
The "CEO Award", an employee recognition award given weekly during the year by CEO Giordano Albertazzi to recognize individuals who unlock value for our customers, who overcome challenges to solve problems, or who create meaningful, lasting results for our business, has recently completed year two.
Such products include AC and DC power management, thermal management, low/medium voltage switchgear, busbar, integrated modular solutions, racks, single phase UPS, rack power distribution, rack thermal systems, configurable integrated solutions, energy storage solutions, hardware, and software for managing I.T. equipment.
Such products include 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, and software for managing IT equipment.
Engineering, Research and Development We are committed to outpacing our competitors and being first to market with new product developments and improvements. In 2024, Vertiv spent $352.1 on engineering, research and development (“ER&D”). We focus our ER&D budget on engineering continuous improvement and new product innovation.
Engineering, Research and Development We are committed to outpacing our competitors and being first to market with new product developments and improvements. In 2025, Vertiv spent $441.7 on engineering, research and development (“ER&D”). We focus our ER&D budget on new product innovation and engineering continuous improvement.
We have significant manufacturing and operations facilities in the Americas, Asia Pacific and Europe, Middle East & Africa. This well-diversified global network of facilities allows for improved service level cost, capacity to meet demand, and working capital optimization.
We have significant manufacturing and operations facilities in the Americas, Asia Pacific and Europe, Middle East & Africa. This well-diversified global network of facilities allows for optimized manufacturing costs, capacity to meet demand, and working capital optimization.
Risk factors—Risks relating to our customers and our industry—We may not realize all of the sales expected from our backlog of orders and contracts.” Strategic Priorities Our businesses are focused on the following strategic priorities: ■ Maintain Customer Focus ◦ Enhance the customer experience through best in-class tools, commercial, technical, delivery, and service execution. ◦ Nurture strong customer relationships. ◦ Create superior customer value enabling demand and margin expansion. ■ Achieve Operational Excellence ◦ Continuous process improvement mindset to achieve speed, efficiency, efficacy, and scalability. ◦ Achieve pervasive and efficient development and deployment of advanced IT tools and automation. ◦ Adopt a rigorous management operating process and cadence. ■ Build a High-Performance Culture ◦ Foster a culture of accountability, collaboration, and speed. ◦ Develop a widespread sense of urgency and reward performance. ◦ Deliver on commitments and execute agreed plans. ■ Foster Innovation ◦ Be a market leader in our technology and service domains, and continue to differentiate through our new products. ◦ Develop and introduce processes with effectiveness and velocity. ◦ Develop system-level strength that leverages our unique product and services portfolio. ■ Reinforce Financial Strength ◦ Achieve long- and short-term margin and profit expansion combined with fixed cost constant culture. ◦ Drive cash and balance sheet strength through rigorous resource allocation and management. ◦ Generate profitable growth and focus on continuous variable cost optimization and develop superior pricing capabilities.
Strategic Priorities Our businesses are focused on the following strategic priorities: ■ Maintain Customer Focus ◦ Enhance the customer experience through best in-class tools, commercial, technical, delivery, and service execution. ◦ Nurture strong customer relationships. ◦ Create superior customer value enabling demand and margin expansion. ■ Achieve Operational Excellence ◦ Continuous process improvement mindset to achieve speed, efficiency, efficacy, and scalability. ◦ Achieve pervasive and efficient development and deployment of advanced IT tools and automation. ◦ Adopt a rigorous management operating process and cadence. ■ Build a High-Performance Culture ◦ Foster a culture of accountability, collaboration, and speed. ◦ Develop a widespread sense of urgency and reward performance. ◦ Deliver on commitments and execute agreed plans rooted in performance achievement, talent development and growth mindset. ■ Foster Innovation ◦ Be a market leader in our technology and service domains and continue to differentiate through our new products. ◦ Develop and introduce processes with effectiveness and velocity. ◦ Develop system-level strength that leverages our unique product and services portfolio. ■ Reinforce Financial Strength ◦ Achieve long- and short-term margin and profit expansion combined with using operational leverage. ◦ Drive cash and balance sheet strength through rigorous resource allocation and management. ◦ Generate profitable growth and focus on continuous variable margin optimization and develop superior pricing capabilities.
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.
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.
Our enterprise approach is articulated in four main pillars: the deployment of the operating system based on pervasive lean techniques propagation; the development of an accountable and lean organization aligned to Vertiv strategic objectives; the creation and maintenance of a simple yet robust global operating model; the empowerment of the organization run day-by-day continuous improvement and complex business process transformation.
Our enterprise approach is articulated in four main pillars: the deployment of the operating system through pervasive lean techniques propagation; the development of an accountable, lean organization aligned to vertical strategic objectives; the creation 9 Table of contents and maintenance of a simple yet robust global operating model; and the empowerment of the organization to drive day-by-day continuous improvement as well as complex business process transformation.
Our Customers Our customers operate in some of the world's most critical industries. We primarily serve customers across three main end markets: (1) data centers (including hyperscale/cloud, colocation, and enterprise), (2) communication networks and (3) commercial and industrial applications. Data Centers : The primary purpose of a data center is to process, store and distribute data.
Our Customers Our customers operate in some of the world's most critical industries. We primarily serve customers across three main end markets: (1) data centers (including hyperscale/cloud, colocation, neocloud and enterprise), (2) communication networks and (3) commercial and industrial applications.
One of the best success cases includes establishing employee-led, executive leadership team-sponsored, Employee Resource Groups open to all employees and that are intended to provide opportunities for personal and professional growth, networking, mentorship, and community outreach. 11 Table of contents Employee Safety A safe and healthy workplace is essential to flourish as a business, and accordingly, safety is one of Vertiv’s core principles.
One of the best success cases includes establishing employee-led, executive leadership team-sponsored, Employee Resource Groups open to all employees and that are intended to provide opportunities for personal and professional growth, networking, mentorship, and community outreach. 11 Table of contents Employee Safety A safe and healthy workplace is essential for Vertiv to operate effectively and support long-term business performance.
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").
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.
These comprehensive offerings are integral to the reliable operation of the technologies used for services, such as e-commerce, online banking, file sharing, video on-demand, energy storage, wireless communications, Internet of Things and online gaming.
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.
This portion of the industry is growing rapidly with drivers such as adoption of cloud based 7 Table of contents data services and artificial intelligence workloads.
This portion of the industry is growing rapidly with drivers such as adoption of cloud-based data services and AI workloads.
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, 2024, Vertiv’s net sales was $8,011.8, of which 56% was transacted in the Americas; 22% was transacted in Asia Pacific; and 22% was transacted in Europe, Middle East & Africa.
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.
These individuals embody our core principals and behaviors and keep us on track to achieve our goals through their commitment to our strategic priorities. They understand their role in helping Vertiv achieve its full potential. At an enterprise level, Vertiv was recognized in our APAC region in two different forums.
These individuals embody our core principals and behaviors and keep us on track to achieve our goals through their commitment to our strategic priorities. They understand their role in helping Vertiv achieve its full potential.
Employee Development We also provide development and training programs for our employees, including evolved product training for our sales and services organizations, “Leading@Vertiv” for our management level employees, and “MyFirst90Days” for newly hired employees as key human capital measures and objectives.
We also provide development and training programs for our employees, including evolved product training for our sales and services organizations, “Leading@Vertiv” a newly revamped global training for our mid-management level employees, "Leadership Essentials Program" for first time managers and “MyFirst90Days” for newly hired employees as key human capital measures and objectives.
We also utilize a robust network of channel partners, distributors, I.T. resellers, and value-added retailers. This network helps extend our global reach to all corners of the world. Customer Service and Support We ensure continuous uptime of our customers’ operations so they can perform at their peak and maximize resources.
This network helps extend our global reach to all corners of the world. Customer Service and Support We ensure continuous uptime of our customers’ operations so they can perform at their peak and maximize resources.
The backlog consists of product and services for which a customer purchase order or purchase commitment has been received and which has not yet been delivered. Orders may be subject to cancellation or rescheduling by the customer. The following table shows estimated backlog by business segment at December 31, 2024 and 2023, respectively.
The backlog consists of product and services for which a customer purchase order or purchase commitment has been received and which has not yet been delivered. Orders may be subject to cancellation or rescheduling by the customer.
Commercial and Industrial: This space is comprised of commercial and industrial environments where our products keep critical systems running. Examples include transportation, manufacturing, and oil and gas. These applications are growing in their need for intelligent infrastructure and may be regulated or need to satisfy some level of compliance.
Examples include transportation, manufacturing, and oil and gas. These applications are growing in their need for intelligent infrastructure and may be regulated or need to satisfy some level of compliance.
Approximately 41% of our employees are in our manufacturing operations. Our Culture Our high-performance culture creates an environment where employees are empowered to collaborate, learn, and teach others through their experiences.
Human Capital Resources As of December 31, 2025, we employed approximately 34,000 full-time and part-time employees. Approximately 41% of our employees are in our manufacturing operations. Our Culture Our high-performance culture creates an environment where employees are empowered to collaborate, learn, and teach others through their experiences.
They deliver this data through an intricate network of wireline and wireless mediums. Additionally, some of these companies’ locations act as data centers where the data is delivered, processed and stored. This sector has a generally low single-digit growth profile and generally aligned with telecom capex investment and new mobile deployment cycles.
Additionally, some of these companies’ locations act as data centers where the data is delivered, processed and stored. This sector has a generally low single-digit growth profile and generally aligned with telecom capex investment and new mobile deployment cycles. Commercial and Industrial: This space is comprised of commercial and industrial environments where our products keep critical systems running.
Additionally, logistical issues may delay the receipt of materials and, in some cases, we may not be able to procure critical parts at any price, creating production and delivery challenges pressuring the top and bottom line. We continue to take action to enhance our supply chain, such as qualifying new suppliers, and advancing our pricing plan.
Additionally, logistical issues, import or export restrictions or other supply chain constraints may delay the receipt of materials and, in some cases, we may not be able to procure critical parts at any price, creating production and delivery challenges pressuring the top and bottom line.
Vertiv prioritizes the health and safety of our global workforce and anyone who enters our facilities or interacts with our products.
Safety is one of Vertiv’s core principles, and we prioritize the health and safety of our global workforce and anyone who enters our facilities or interacts with our products.
Vertiv Operating System The Vertiv Operating System (“VOS”) leverages a proven foundational approach to operational excellence and executes it at scale to drive greater efficiency, quality, competitive advantage and superior customer experience.
We continue to take action to enhance our supply chain, such as qualifying new suppliers, and advancing our pricing plan. Vertiv Operating System The Vertiv Operating System (“VOS”) leverages a proven foundational approach to operational excellence and executes it at scale to drive greater efficiency, quality, competitive advantage and superior customer experience.
Sales and Marketing Our customers are located across the globe. We go to market through multiple channels to ensure that we map our coverage to our customers’ buying behaviors and preferences. Our primary selling method is direct sales, and we have approximately 3,000 salespeople located around the world.
We go to market through multiple channels to ensure that we map our coverage to our customers’ buying behaviors and preferences. Our primary selling method is direct sales, and we have approximately 3,000 salespeople located around the world. We also utilize a robust network of channel partners, distributors, IT resellers, and value-added retailers.
We maintain a robust environmental, health and safety compliance program, including policies and standards, dedicated staff, and periodic auditing and training.
We are subject to a broad range of foreign and domestic environmental, health and safety laws, regulations and requirements. We maintain a robust environmental, health and safety compliance program, including policies and standards, dedicated staff, and periodic auditing and training.
Based on global principles with local application, we have created career tracks aligned to market competitive pay practices. Full implementation is intended to occur over the next several years and will highlight a pragmatic pay for performance approach that supports our high-performance culture.
Based on global principles with local application, we have created career tracks aligned to market competitive pay practices. Full implementation is ongoing and will highlight a pragmatic pay for performance approach that supports our high-performance culture. To best facilitate our retention strategy, we have made significant investments in Total Rewards and Talent Acquisition (or "TA").
We believe we have an effective employee health and safety strategy, as evidenced by our strong safety record relative to certain peers, including our total recordable injury rate of 0.37 and our lost time injury rate of 0.19 for the twelve months ended December 31, 2024.
We believe we maintain an effective employee health and safety strategy, as reflected by safety performance that compares favorably with certain industry peers, including our total recordable injury rate of 0.35 and our lost time injury rate of 0.18 for the twelve months ended December 31, 2025.
This compares with net sales for the year ended December 31, 2023 of $6,863.2, of which 56% was transacted in the Americas, 22% was transacted in Asia Pacific, and 22% in Europe, Middle East & Africa. 6 Table of contents Backlog Vertiv’s estimated combined order backlog was $7,178.8 and $5,526.7 as of December 31, 2024 and 2023, respectively.
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 Table of contents 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.
We have historically experienced some supply chain constraints as well as material, freight and labor cost increases. In addition to providing high quality service to our customers, we follow a diversification strategy to avoid over concentration or a significant dependence on a particular supplier or region.
We have established a robust supply chain that is complementary to our manufacturing and operations footprint. In addition to providing high quality service to our customers, we follow a diversification strategy to avoid over concentration or a significant dependence on a particular supplier or region.
This training, known as VOS Academy, is offered virtually for salaried employees and all hourly employees receive training at our global manufacturing sites Our Strategy We are committed to attracting, hiring and developing the best and brightest talent and focus significant resources on supporting and managing our global employee population.
Our Strategy We are committed to attracting, hiring and developing the best and brightest talent and focus significant resources on supporting and managing our global employee population.
Examples of companies in this space include Digital Realty, Equinix, Compass, and QTS. • Enterprise: This classification refers to the “Fortune 1000” scale businesses that have their own on-premises data centers. Examples of companies in this space include Goldman Sachs, J.P. Morgan, Walmart and Allianz.
Examples of companies in this space include CoreWeave and Nebius. • Enterprise: This classification refers to the “Fortune 1000” scale businesses that have their own on-premises data centers. The growth of the enterprise market, based on data centers and square footage, has generally been flat for the past three years. Examples of companies in this space include Goldman Sachs, J.P.
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.
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.
Our manufacturing facilities are supported by regional engineering and configuration centers where, if our customers desire, we can tailor our products to the local market and to a given customer’s specific requirements. 9 Table of contents We have established a robust supply chain that is complementary to our manufacturing and operations footprint.
Our manufacturing facilities are supported by regional engineering and configuration centers where, if our customers desire, we can tailor our products to the local market and to a given customer’s specific requirements. We obtain raw materials and supplies from a variety of sources and generally from more than one supplier.
To best facilitate our retention strategy, we have made significant investments in Total Rewards and Talent Acquisition (or "TA"). TA will continue to be a differentiator for Vertiv's high growth aspirations. Building on the renewed foundation from 2023, our TA team has successfully hired over 3,000 new salaried employees in 2024, with a special emphasis on Engineering, Services, and Operations.
TA will continue to be a differentiator for Vertiv's high growth aspirations. Our TA team has successfully hired over 2,500 new salaried employees in 2025, with a special emphasis on Engineering, Services, and Operations.
The growth of the enterprise market, based on data centers and square footage, has generally been flat for the past three years. Communication Networks: This space is comprised of wireline, wireless, and broadband companies. These companies create content and are ultimately responsible for distributing voice, video, and data to businesses and consumers.
Morgan, Walmart and Allianz. Communication Networks: This space is comprised of wireline, wireless, and broadband companies. These companies create content and are ultimately responsible for distributing voice, video, and data to businesses and consumers. They deliver this data through an intricate network of wireline and wireless mediums.
We endeavor to foster a workplace that supports and promotes inclusion and cultivates respect. Since going public in 2020, Vertiv has continued to take actions to cultivate its inclusion processes and programs.
We endeavor to foster a workplace that supports and promotes inclusion and cultivates respect.
Our broad range of offerings includes AC and DC power management products, switchgear and busbar products, thermal management products, integrated rack systems, modular solutions, and management systems for monitoring and controlling digital infrastructure.
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.
We do not believe that Vertiv’s backlog estimates as of any date are necessarily indicative of our net sales for any future period. Additionally, our current backlog estimates are subject to a number of risks, as further detailed in “Item 1A.
Additionally, our current backlog estimates are subject to a number of risks, as further detailed in “Item 1A. Risk factors—Risks relating to our customers and our industry—We may not realize all of the sales expected from our backlog of orders and contracts.
Item 1. Business Overview Vertiv is a global leader in the design, manufacturing and servicing of critical digital infrastructure for data centers, communication networks, and commercial and industrial environments. Our customers operate in some of the world's most critical and growing industries, including cloud services, financial services, healthcare, transportation, manufacturing, energy, education, government, social media, and retail.
Item 1. 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.
Removed
Driven by passion and innovation, Vertiv believes there is a better way to meet the world’s accelerating demand for data, including the impact of emerging technologies such as artificial intelligence. We collaborate with our customers to envision and build future-ready infrastructures.
Added
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.
Removed
Our portfolio of hardware, software, analytics and services aim to enable our customers' vital applications to run continuously, perform optimally and scale with business needs.
Added
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.
Removed
Our Business Vertiv designs, manufactures, sells, installs, maintains, and services critical digital infrastructure technologies and rapidly deployable customized solutions to meet the specific business requirements and needs of a diverse group of customers. 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.
Added
The majority of the combined backlog as of December 31, 2025 is considered firm and is expected to be shipped within the next 12 to 18 months. We do not believe that Vertiv’s backlog estimates as of any date are necessarily indicative of our net sales for any future period.
Removed
(Dollars in millions) December 31, 2024 December 31, 2023 Americas $ 4,672.4 $ 3,365.2 Asia Pacific 911.4 616.4 Europe, Middle East & Africa 1,595.0 1,545.1 Total Backlog $ 7,178.8 $ 5,526.7 The majority of the combined backlog as of December 31, 2024 is considered firm and is expected to be shipped within one year.
Added
Data Centers : Data centers are purpose-built facilities that enable the processing, storage, and distribution of data across both traditional workloads and high-density compute, including AI training and inference.
Removed
Expanding lead-times caused by continuing global supply chain challenges, combined with continued strong demand have contributed to an increase in customer orders being placed in advance of our ability to fulfill them, which has added $1.7 billion to our backlog since December 31, 2023.
Added
Examples of companies in this space include Digital Realty, Equinix, Compass, and QTS. 7 Table of contents • Neocloud: These providers deliver AI-optimized cloud infrastructure as a service, offering high-performance compute environments designed for AI and accelerated workloads. This segment is growing rapidly, driven by AI training and inference demand and customers seeking alternatives to traditional hyperscale platforms.
Removed
We believe VOS provides a clear operating model and a systemic way to run the business across the entire organization through rigorous operating cadences, leverages lean or continuous improvement techniques focused on waste and cycle-time reduction, streamlined processes, and promotes the dissemination of best practices.
Added
Building on this foundation, we have further strengthened our operating model through the development of a comprehensive performance management system and key performance indicator framework. This framework ensures discipline performance monitoring, promptly identifies deviations, and accelerates agile problem-solving and corrective actions through clear ownership and accountability across the organization.
Removed
While continuous improvement relies heavily on each Vertiv employee adopting a “lean” mindset, dissemination of best practices and especially global process convergence require ownership and sponsorship to happen.
Added
In parallel, we have fostered lean deployment across the organization through a widely adopted Lean Six Sigma belt certification program, providing employees with a common knowledge base, tools, and discipline to drive transformation more autonomously while ensuring consistency, coordination, and rigor.
Removed
As a consequence, for each of our seven main interconnected processes (opportunity-to-order, order-to-cash, procure-to-pay, sales inventory and operations planning, order-to-fulfillment, new product development and introduction, and multiple service processes), we have assigned clear business ownership at the global and regional level. Human Capital Resources As of December 31, 2024, we employed approximately 31,000 full-time and part-time employees.
Added
To accelerate lean maturity and embed a high-performance culture, we have also launched a new enhanced VOS capability framework across our manufacturing sites, reinforcing standard work, leadership behaviors and operational excellence practices.
Removed
Greater China earned "2024 Best Employer Selection" by Forbes China, and Philippines was awarded as a "Great Place to Work" by UKG.
Added
In addition, we are progressing toward the establishment of an enterprise Transformation Office that provides a fully integrated and cross-functional end-to-end management for our transformation agenda, encompassing IT enablement — including advanced digital and AI capabilities — and supported by dedicated resources.
Removed
In connection with our commitment to safety, we aim to provide the tools, training, and other resources needed to achieve our goal of reducing and controlling workplace risks. For example, we recently launched an effective safety engagement campaign called “We Lead with Safety”.
Added
Finally, we have reinforced our customer-centric approach by bringing together order-to-cash and order-to-fulfillment under a unified end-to-end ownership model. This integration strengthens coordination across functions and manufacturing sites, improves customer order management, and ensures that customer experience remains at the center of our operational and transformation efforts.
Removed
The campaign is centered on further strengthening our interdependent culture, where everyone will speak up regarding safety, for themselves and others, whether at work or elsewhere. Reinforcing “why” we are committed to safety, documenting our procedures and engaging the appropriate local safety teams has positioned us well relative to our safety performance.
Added
Content focuses on Vertiv's high performance culture and our leadership philosophy. 10 Table of contents • VOS training is delivered globally. This training, known as VOS Academy, is conducted virtually for salaried employees and all hourly employees receive training at our global manufacturing sites.
Removed
Raw Materials We obtain raw materials and supplies from a variety of sources and generally from more than one supplier. From time to time, we have experienced part shortages, supply chain constraints, and import or export restrictions or tariffs, in addition to logistical issues which have delayed receipt of materials, as well as increased the costs of certain raw materials.
Added
At an enterprise level, Vertiv was recognized in Greater China by earning the "2025 Ram Charan Award" by the Harvard Business Review China and in Asia our Philippines office earned the "Great Place to Work" certification. Employee Development In 2025, Vertiv introduced a leadership model that is based on Vertiv’s strategic behaviors: Drive + Engage.

… 5 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

142 edited+19 added−28 removed96 unchanged
Biggest changeOperations in emerging markets can also present risks that are not encountered in countries with well-established economic and political systems, including: • changes or instability in a region’s economic or political conditions, including actual or anticipated military or political conflicts, could make it difficult for us to anticipate future business conditions, cause operational delays, complicate permitting and other regulatory matters and make our customers less willing to make cross-border investments; • unpredictable or more frequent foreign currency exchange rate fluctuations; • inadequate infrastructure, including lack of adequate power and water supplies, transportation, raw materials and parts; • foreign state takeovers of our facilities, trade protectionism, state-initiated industry consolidation or other similar government actions or control; 21 Table of contents • changes in and compliance with international, national or local regulatory and legal environments, including laws and policies affecting trade, economic sanctions, foreign investment, labor relations, foreign anti-bribery and anti-corruption; • the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems; • longer collection cycles and financial instability among customers; • trade regulations, tariffs, boycotts and embargoes, which could impair our ability to obtain materials necessary to fulfill contracts, pursue business or establish operations in such countries; • difficulty of obtaining adequate financing and/or insurance coverage; • fluctuations in freight costs, limitations on shipping and receiving capacity, and other disruptions in the transportation and shipping infrastructure; • political or social instability that may hinder our ability to send personnel abroad or cause us to move our operations to facilities in countries with higher costs and less efficiencies; • difficulties associated with repatriating earnings generated or held abroad in a tax-efficient manner, changes in tax laws, or tax inefficiencies; and • exposure to wage, price and capital controls, local labor conditions and regulations, including local labor disruptions and rising labor costs which we may be unable to recover in our pricing to customers.
Biggest changeThese risks may be enhanced in emerging markets, and additional risks not encountered in established countries may also occur, including more frequent foreign currency exchange rate fluctuations, foreign state takeovers of our facilities, trade protectionism, state-initiated industry consolidation or other similar government actions or control; difficulty enforcing agreements and collecting receivables through certain foreign legal systems; longer collection cycles and financial instability among customers; political or social instability that may hinder our ability to send personnel abroad or cause us to move our operations to facilities in countries with higher costs and less efficiencies; difficulties associated with repatriating earnings generated or held abroad in a tax-efficient manner, changes in tax laws, or tax inefficiencies; and exposure to wage, price and capital controls, local labor conditions and regulations, including local labor disruptions and rising labor costs which we may be unable to recover in our pricing to customers.
In the event we are unable to pass the increased costs resulting from any tariffs along to our customers, it could have a material adverse effect on our business, profitability, and our earnings. We are subject to risks related to legal claims and proceedings filed by or against us, and adverse outcomes in these matters may materially harm our business.
In the event we are unable to pass along the increased costs resulting from any tariffs to our customers, it could have a material adverse effect on our business, profitability, and our earnings. We are subject to risks related to legal claims and proceedings filed by or against us, and adverse outcomes in these matters may materially harm our business.
Volatility in the capital markets may increase costs associated with issuing other debt instruments, or affect our ability to access those markets.
Volatility in the capital markets may increase costs associated with issuing other debt instruments, or may affect our ability to access those markets.
Other supply chain issues that we historically have faced, and may face in the future include, but are not limited to, the following: • Volatility in the supply or price of raw materials, freight and labor. Our products rely on a variety of raw materials and components, including steel, copper, aluminum and various electronic components.
Other supply chain issues that we have faced, and may face in the future include, but are not limited to, the following: • Volatility in the supply or price of raw materials, freight and labor - Our products rely on a variety of raw materials and components, including steel, copper, aluminum and various electronic components.
If we fail to anticipate technology changes, shifting market needs or keep pace with our competitors’ products, or if we fail to develop and introduce new products or enhancements in a timely manner, we may lose customers and experience decreased or delayed market acceptance and sales of present and future products and our ability to generate revenues will suffer.
If we fail to anticipate technology changes, shifting market needs or keep pace with our competitors’ products, or if we fail to develop and introduce new products, services or enhancements in a timely manner, we may lose customers and experience decreased or delayed market acceptance and sales of present and future products and services and our ability to generate revenues will suffer.
Changes in the negotiating position of such third parties in future periods could have an adverse effect on our results of operations. Unanticipated changes in domestic or global tax provisions, the adoption of new tax legislation or exposure to additional tax liabilities could cause increased variability in our effective tax rate and impact our financial performance.
Changes in the negotiating position of such third parties in future periods could have an adverse effect on our results of operations. Unanticipated changes in domestic or global tax provisions, the adoption of new tax legislation or exposure to additional tax liabilities could cause increased variability in our effective tax rate and negatively impact our financial performance.
If we are unable to maintain our portfolio of insurance coverage, whether at an acceptable cost or at all, or if there is an increase in the frequency or damage amounts claimed against us, our business, results of operations and financial condition may be negatively impacted.
If we are unable to maintain our portfolio of insurance coverage, whether at an acceptable cost, acceptable levels of coverage, or at all, or if there is an increase in the frequency or damage amounts claimed against us, our business, results of operations and financial condition may be negatively impacted.
We are subject to a broad range of foreign and domestic environmental, health and safety laws, regulations and requirements, including those relating to the discharge of regulated materials into the environment, the generation and handling of hazardous substances and wastes, human health and safety, and the content, composition and take back of our products.
We are subject to a broad range of foreign and domestic environmental, health and safety laws, regulations and other requirements, including those relating to the discharge of regulated materials into the environment, the generation and handling of hazardous substances and wastes, human health and safety, and the content, composition and take back of our products.
Disruptions to the various information security systems upon which our operations and our products and our services rely, especially cyber-security incidents, including data security breaches, ransomware or computer viruses, could harm our business, reduce our revenue, increase our expenses, damage our reputation and adversely impact our performance.
Disruptions to the various information technology and information security systems upon which our operations and our products and our services rely, especially cyber-security incidents, including data security breaches, ransomware or computer viruses, could harm our business, reduce our revenue, increase our expenses, damage our reputation and adversely impact our performance.
This could impede our sales, disrupt or prevent manufacturing, distribution or other critical functions or harm our customers, and the financial costs we could incur to eliminate or alleviate these security risks could be significant and may be difficult to anticipate or measure.
This could impede our sales, disrupt or prevent manufacturing, distribution or other critical functions or harm our customers and our suppliers, and the financial costs we could incur to eliminate or alleviate these security risks could be significant and may be difficult to anticipate or measure.
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 changes to their businesses.
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.
While we train our employees to comply with these regulations and have systems in place designed to prevent compliance failure, we cannot provide assurance that a violation will not occur, whether knowingly or inadvertently.
While we train our employees to comply with these regulations and have systems in place designed to prevent failure of compliance, we cannot provide assurance that a violation will not occur, whether knowingly or inadvertently.
Our effective tax rate in any given financial reporting period may be materially impacted by mix and level of earnings or losses by jurisdiction as well as the discrete recognition of taxable events and exposures.
Further, our effective tax rate in any given financial reporting period may be materially impacted by the mix and level of earnings or losses by jurisdiction as well as the discrete recognition of taxable events and exposures.
We are a holding company and will depend on the ability of our subsidiaries to pay dividends. We are a holding company without any direct operations and have no significant assets other than our ownership interest in our subsidiaries.
We are a holding company and depend on the ability of our subsidiaries to pay dividends. We are a holding company without any direct operations and have no significant assets other than our ownership interest in our subsidiaries.
Our Certificate of Incorporation includes a forum selection clause, which provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring: (a) any derivative action or proceeding brought on behalf of the 29 Table of contents Company; (b) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees of the Company to the Company or our stockholders; (c) any action asserting a claim arising pursuant to any provision of the DGCL or our certificate of incorporation or bylaws; or (d) any action asserting a claims governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim (i) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (ii) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (iii) for which the Court of Chancery does not have subject matter jurisdiction or (iv) arising under the federal securities laws, including the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and exclusive forums.
Our Certificate of Incorporation includes a forum selection clause, providing that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring: (a) any derivative action or proceeding brought on behalf of the Company; (b) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees of the Company to the Company or our stockholders; (c) any action asserting a claim arising pursuant to any provision of the DGCL or our certificate of incorporation or bylaws; or (d) any action asserting a claims governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim (i) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (ii) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (iii) for which the Court of Chancery does not have subject matter jurisdiction or (iv) arising under the federal securities laws, including the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and exclusive forums.
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 weakness.
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.
Various laws and governmental regulations, both in the U.S. and abroad, governing Internet-related services, related communications services, information technologies, and the construction and location of data centers and other critical infrastructure remain largely unsettled, even in areas where there has been some legislative action.
Various laws and governmental regulations, both in the U.S. and abroad, governing Internet-related services, related communications services, information technologies, artificial intelligence, and the construction and location of data centers and other critical infrastructure remain largely unsettled, even in areas where there has been some legislative action.
Violations may result in penalties, including fines, debarments from export and import privileges, and loss of authorizations needed to conduct aspects of our international business, and may harm our ability to enter into contracts with our customers and suppliers who have contracts with the U.S. government.
Violations may result in penalties, including fines, debarments from export and import privileges, and loss of authorizations or certifications needed to conduct aspects of our international business, and may harm our ability to enter into contracts with our customers and suppliers who have contracts with the U.S. government.
Such implementation or improper use may lead to a cybersecurity breach and, regardless of whether the breach is attributable to our products or services, the market perception of the effectiveness of our products or services could be harmed. Implementations of new information systems and enhancements to our current systems may be costly and disruptive to our operations.
Such implementation or improper use may lead to a cybersecurity breach and, regardless of whether the breach is attributable to our products or services, the market perception of the effectiveness of our products or services could be harmed. Implementations of new IT, information security systems, and enhancements to our current systems may be costly and disruptive to our operations.
For example, the new U.S. administration has instituted substantial changes to U.S. foreign trade policy with respect to China and other countries, including a significant increase in tariffs on goods imported into the U.S. and the possibility of imposing further restrictions on international trade.
For example, the current U.S. administration has instituted substantial changes to U.S. foreign trade policy with respect to China and other countries, including a significant increase in tariffs on goods imported into the U.S. and the possibility of imposing further restrictions on international trade.
Newer geographic markets may be relatively less profitable due to the investments needed to enter such markets and local pricing pressures, and we may have difficulty establishing and maintaining the operating infrastructure necessary to support the high growth rates associated with some of those markets.
Emerging geographic markets may be relatively less profitable due to the investments needed to enter such markets and local pricing pressures, and we may have difficulty establishing and maintaining the operating infrastructure necessary to support the high growth rates associated with some of those markets.
In addition, the products we produce or elements of such products that we procure from third parties may contain defects, vulnerabilities, or weaknesses in design, architecture or manufacture, which could lead to system security vulnerabilities in our products and compromise the network security of our customers.
In addition, the products we produce or elements of such products that we procure from third parties and services we provide may contain defects, vulnerabilities, or weaknesses in design, architecture or manufacture, which could lead to system security vulnerabilities in our products, services and compromise the network security of our customers.
While we believe the risk of a court declining to enforce this forum selection clause is low, if a court were to determine the forum selection clause to be inapplicable or unenforceable in an action, we may incur additional costs in conjunction with our efforts to resolve the dispute in an alternative jurisdiction, which could have a negative impact on our results of operations and financial condition.
While we believe the risk of a court declining to enforce this forum selection clause is low, if a court were to determine the forum selection clause to 28 Table of contents be inapplicable or unenforceable in an action, we may incur additional costs in conjunction with our efforts to resolve the dispute in an alternative jurisdiction, which could have a negative impact on our results of operations and financial condition.
In addition, third party claims of infringement by us or customers using our product, regardless of the merit of these claims, can be time-consuming, costly to defend, and may require that we develop or substitute non-infringing technologies, redesign affected products, divert management’s attention and resources away from our business, require us to enter into settlement or license agreements that may not be commercially reasonable, pay significant damage awards, including treble damages if we were found to be willfully infringing, or temporarily or permanently cease engaging in certain activities or offering certain products or services in some or all jurisdictions, and any of the foregoing could adversely impact our business.
In addition, third party claims of infringement by us or customers using our products, regardless of the merit of these claims, can be time-consuming, costly to defend, and could ultimately require that we develop or substitute non-infringing technologies, redesign affected products, divert management’s attention and resources away from our business, require 24 Table of contents us to enter into settlement or license agreements that may not be commercially reasonable, pay significant damage awards, including treble damages if we were found to be willfully infringing, or temporarily or permanently cease engaging in certain activities or offering certain products or services in some or all jurisdictions, and any of the foregoing could adversely impact our business.
In that case, the applicable borrowers may be unable to borrow under the Senior Secured 28 Table of contents Credit Facilities, the Notes, or any future debt, may not be able to repay the amounts due under the Senior Secured Credit Facilities, the Notes, or any future debt, may not be able to make interest payments on the Senior Secured Credit Facilities of the Notes and 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 that case, the applicable borrowers may be unable to borrow under the Senior Secured Credit Facilities, the Notes, or any future debt, may not be able to repay the amounts due under the Senior Secured Credit Facilities, the Notes, or any future debt, may not be able to make interest payments on the Senior Secured Credit Facilities of the Notes and 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 order to successfully operate as an independent public company and implement our business plans, we must identify, attract, develop, motivate, train and retain key employees, including qualified executives, management, engineering, sales, marketing, IT support and service personnel. The market for such individuals may be highly competitive.
In order to successfully operate as a public company and implement our business plans, we must identify, attract, develop, motivate, train and retain key employees, including qualified executives, management, engineering, sales, marketing, IT support and service personnel. The market for such individuals may be highly competitive.
Changes in policy or continued uncertainty could depress economic activity and restrict our access to suppliers or customers. Furthermore, counter- or retaliatory tariffs imposed against the U.S. could impact our sales internationally.
Additional policy changes or continued uncertainty could depress economic activity and restrict our access to suppliers or customers. Furthermore, counter- or retaliatory tariffs imposed against the U.S. could impact our sales internationally.
A violation of the laws and regulations enumerated above could have an adverse effect on our business, results of operations and financial condition. Changes in U.S. or foreign trade policies, including additional tariffs or global trade conflicts, could increase the cost of our products, which could adversely impact the competitiveness of our products.
A violation of the laws and regulations enumerated above could have an adverse effect on our business, results of operations and financial condition. 23 Table of contents Changes in U.S. or foreign trade policies, including additional tariffs or global trade conflicts, could increase the cost of our products, which could adversely impact the competitiveness of our products.
The manner in which a customer implements or operates the products they purchase from us may be contrary to information security or cybersecurity industry best practices or manuals regarding use.
The manner in which a customer implements or operates the products and services they purchase from us may be contrary to information security or cybersecurity industry best practices or manuals regarding use.
Item 1A. Risk Factors An investment in our securities involves risks and uncertainties. You should carefully consider the following risks as well as the other information included in this Annual Report, including “Cautionary Statement About Regarding Forward-Looking Statements,” “Risk Factor Summary,” “Item 7.
Item 1A. Risk Factors An investment in our securities involves risks and uncertainties. You should carefully consider the following risks as well as the other information included in this Annual Report, including “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factor Summary,” “Item 7.
Additionally, if our customers, suppliers or financial institutions are unable to access the capital markets to meet their commitments to us, our business could be adversely impacted. Risks Related to the Ownership of our Securities Resales of our securities may cause the market price of our securities to drop significantly, even if our business is doing well.
Additionally, if our customers, suppliers or financial institutions are unable to access the capital markets to meet their commitments to us, our business and financial results could be adversely impacted. Risks Related to our Securities Resales of our securities may cause the market price of our securities to drop significantly, even if our business is doing well.
We are not generally able to limit or exclude liability for personal injury or property damage to third parties under the laws of most jurisdictions in which we do business, and in the event of such incident, we could spend significant time, resources and money to resolve any such claim.
We are not generally able to limit or exclude liability for personal injury or property damage to third parties under the laws of most jurisdictions in which we do business, and in the event of such an incident, we could spend significant time, resources and money to resolve.
We operate in several less-developed regions that are recognized as having a greater risk of potentially corrupt 23 Table of contents business environments and, in certain circumstances, strict compliance with anti-corruption laws may conflict with local customs and practices.
We operate in several less-developed regions that are recognized as having a greater risk of potentially corrupt business environments and, in certain circumstances, strict compliance with anti-corruption laws may conflict with local customs and practices.
For example, we will need to anticipate potential market shifts to more efficient products, alternative power architectures, cooling technologies (such as liquid cooling) and energy storage that could diminish the demand for our existing offerings or affect our margins.
For example, we will need to anticipate potential market shifts to more efficient products, alternative power architectures, cooling technologies, and energy storage that could diminish the demand for our existing offerings or affect our margins.
Any decline in the ratings of our corporate credit or any indications from the rating agencies that their ratings on our corporate credit are under surveillance or review with possible negative implications could adversely impact our ability to access capital.
Any decline in the 27 Table of contents ratings of our corporate credit or any indications from the rating agencies that their ratings on our corporate credit are under surveillance or review with possible negative implications could adversely impact our ability to access capital.
Excess or obsolete inventory, whether procured pursuant to an inaccurate customer forecast or otherwise, would result in a write-off of such inventory, causing an increase in costs of goods sold and a decline in our gross margins. 18 Table of contents If we fail to anticipate technology shifts, market needs and opportunities, and fail to develop appropriate products, product enhancements and services in a timely manner to meet those changes, we may not be able to compete effectively against our global competitors and, as a result, our ability to generate revenues will suffer.
Excess or obsolete inventory, whether procured pursuant to an inaccurate customer forecast or otherwise, would result in a write-off of such inventory, causing an increase in costs of goods sold and a decline in our gross margins. 18 Table of contents If we fail to anticipate technology shifts, market needs and opportunities, and fail to develop appropriate products, product enhancements and services in a timely manner, we may not be able to compete effectively and, as a result, our ability to generate revenues will suffer.
We derive a portion of our revenue from contracts with governmental customers, including the U.S. federal, state and local governments. There is pressure on such governmental customers and their respective agencies to reduce spending and some of our contracts at the state and local levels are subject to government funding authorizations.
We derive a portion of our revenue from contracts with governmental customers, including but not limited to the U.S. federal government, and various state and local governments. There is pressure on such governmental customers and their respective agencies to reduce spending and some of our contracts at the federal, state and local levels are subject to government funding authorizations.
Our competitors, any of which could introduce new technologies or business models that disrupt significant portions of our markets and cause our customers to move a material portion of their business away from us to such competitors, primarily include: • Large-scale, global competitors with broad product portfolios and service offerings.
Our competitors, any of which could introduce new technologies or business models that disrupt significant portions of our markets and cause our customers to move a material portion of their business away from us, primarily include: 16 Table of contents • Large-scale, global competitors with broad product portfolios and service offerings.
Our evolution into smart products, Internet of Things, business-to-consumer, and e-commerce subjects us to increased cyber and technology risks. The secure operation of our information technology systems and networks and ensuring that we have skilled personnel to assist in ensuring continued security, is critical to our business operations and strategy.
Our evolution into smart products, Internet of Things, the use of AI, business-to-consumer, and e-commerce subjects us to increased cyber and technology risks. The secure operation of our IT systems and networks and ensuring that we have skilled personnel to assist in ensuring continued security, is critical to our business operations and strategy.
The expectations and assumptions underlying any such initiatives and goals would be necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and measuring and reporting on many ESG matters.
The expectations and assumptions underlying any such initiatives and goals would be necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and measuring and reporting on these matters.
Variability in the mix and profitability of domestic and international activities, identification and resolution of various tax uncertainties, changes in tax laws and rates or other regulatory actions regarding taxes including the implementation of any global minimum tax for corporations, and the extent to which we are able to realize net operating loss and other carryforwards included in deferred tax assets and avoid potential adverse outcomes included in deferred tax liabilities, among other matters, may significantly impact our effective income tax rate in the future.
Variability in the mix and profitability of domestic and international activities, identification and resolution of various tax uncertainties, changes in tax laws and rates or other regulatory actions regarding taxes, including the implementation of any global minimum tax for corporations, and our ability to realize net operating loss and other carryforwards included in deferred tax assets and avoid potential adverse outcomes included in deferred tax liabilities, among other matters, may significantly impact our effective income tax rate in the future.
Manufacturers in countries that have lower production costs, such as China and India, may become competitors in key emerging markets and could offer their products in established markets. These actions may have a negative effect on our pricing, market share and operating results in these markets.
Manufacturers in countries that have lower production costs, such as China and 21 Table of contents India, may become competitors in key emerging markets and could offer their products in established markets. These actions may have a negative effect on our pricing, market share and operating results in these markets.
Changes in import and export control or trade sanctions laws, the imposition of tariffs on certain U.S. trading partners, the potential for retaliatory tariffs, or the imposition of additional tariffs or other trade restrictions, will increase our costs, and may restrict our business practices, including cessation of business activities in sanctioned countries or with sanctioned entities, and may result in claims for breach of existing contracts and modifications to existing compliance programs and training schedules.
Changes in import and export control or trade sanctions laws, the imposition of tariffs on certain U.S. trading partners, the potential for or imposition of retaliatory tariffs, or the potential for or imposition of additional tariffs or other trade restrictions, including potential control from China on rare earth elements, may increase our costs, and may restrict our business practices, including cessation of business activities in sanctioned countries or with sanctioned entities, and may result in claims for breach of existing contracts and modifications to existing compliance programs and training schedules.
Our level of indebtedness could have important consequences, including making it more difficult for us to satisfy our obligations; increasing our vulnerability to adverse economic and industry conditions; limiting our ability to obtain additional financing for future working capital, capital expenditures, raw materials, strategic acquisitions and other general corporate requirements; exposing us to interest rate fluctuations because the interest on the debt under the Senior Secured Credit Facilities is imposed, and debt under any future debt agreements may be imposed, at variable rates, which may affect the yield requirements of investors who invest in our shares, adversely impacting the price of our shares and our ability to issue equity or incur additional debt; requiring us to dedicate a portion of our cash flow from operations to payments on our debt (including interest and scheduled repayments on the outstanding term loan borrowings under the Term Loan Facility, interest payments on the Notes or any future debt agreements with similar requirements), thereby reducing the availability of our cash flow for operations and other purposes; making it more difficult for us to satisfy our obligations to our lenders, resulting in possible defaults on and acceleration of such indebtedness; limiting our ability to refinance indebtedness or increasing the associated costs; requiring us to sell assets to reduce debt or influencing our decision about whether to do so; limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate or preventing us from carrying out capital spending that is necessary or important to our growth strategy and efforts to improve operating margins of our business; and placing us at a competitive disadvantage compared to any competitors that have less debt or comparable debt at more favorable terms and that, as a result, may be better positioned to withstand economic downturns. 27 Table of contents Despite our current levels of indebtedness, we have the ability to incur more indebtedness, which could further intensify the risks described above.
Further, we may be able to incur additional debt in the future and the terms of the credit agreements governing the Senior Secured Credit Facilities and the indenture governing the Notes will not prohibit us from doing so subject to certain limitations. 26 Table of contents Our level of indebtedness could have important consequences, including making it more difficult for us to satisfy our obligations; increasing our vulnerability to adverse economic and industry conditions; limiting our ability to obtain additional financing for future working capital, capital expenditures, raw materials, strategic acquisitions and other general corporate requirements; exposing us to interest rate fluctuations because the interest on the debt under the Senior Secured Credit Facilities is imposed, and debt under any future debt agreements may be imposed, at variable rates, which may affect the yield requirements of investors who invest in our shares, adversely impacting the price of our shares and our ability to issue equity or incur additional debt; requiring us to dedicate a portion of our cash flow from operations to payments on our debt (including interest and scheduled repayments on the outstanding term loan borrowings under the Term Loan Facility, interest payments on the Notes or any future debt agreements with similar requirements), thereby reducing the availability of our cash flow for operations and other purposes; making it more difficult for us to satisfy our obligations to our lenders, resulting in possible defaults on and acceleration of such indebtedness; limiting our ability to refinance indebtedness or increasing the associated costs; requiring us to sell assets to reduce debt or influencing our decision about whether to do so; limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate or preventing us from carrying out capital spending that is necessary or important to our growth strategy and efforts to improve operating margins of our business; and placing us at a competitive disadvantage compared to any competitors that have less debt or comparable debt at more favorable terms and that, as a result, may be better positioned to withstand economic downturns.
Our contracts with governmental customers are subject to increased pressures to reduce expenses, may contain additional or more onerous terms and conditions that are not common among commercial customers, and may subject us to increased risk of audits, investigations, sanctions and penalties by such governmental parties, which could result in various civil and criminal penalties, administrative sanctions, and fines and suspensions.
Our contracts with governmental customers are subject to increased pressures to reduce expenses, may contain additional or more onerous terms and conditions, and may subject us to increased risk of audits, investigations, sanctions and penalties by such governmental parties, which could result in various civil and criminal penalties, administrative sanctions, and fines and suspensions.
If we fail to achieve the expected benefits of any rationalization, restructuring, or realignment initiatives and improvement efforts, or if other unforeseen events occur in connection with such efforts, our business, results of operations and financial condition could be negatively impacted.
If we fail to achieve the expected benefits of such initiatives and improvement efforts, or if other unforeseen events occur in connection with such efforts, our business, results of operations and financial condition could be negatively impacted.
The product offerings that we provide are complex, and our regular testing and quality control efforts may not be effective in controlling or detecting all quality issues or errors, particularly with respect to faulty components manufactured by third parties.
Our product offerings are complex, and our regular testing and quality control efforts may not be effective in controlling or detecting all quality issues or errors, particularly with respect to faulty components manufactured by third parties.
If we fail to meet applicable standards or expectations with respect to these issues across all of our services and in all of our operations and activities, including any metrics and goals that we set for ourselves and disclose publicly or we fail to disclose publicly, our reputation and brand image could be damaged, and our business, financial condition and results of operations could be adversely impacted.
If we fail to meet applicable standards or expectations with respect to these matters across our operations and activities, including any metrics and goals that we set for ourselves, and disclose publicly or we fail to disclose publicly, our reputation and brand image could be damaged, and our business, financial condition and results of operations could be adversely impacted.
Additionally, the activities which may be carried out by Holdings (as defined herein) are subject to limitations.
Further, the activities which may be carried out by Holdings (as defined herein) are subject to limitations.
Moreover, such a breach could cause reputational and financial harm and subject us to liability to our customers, suppliers, business partners or any affected individual. As our business increasingly interfaces with employees, customers, vendors and suppliers using information technology systems and networks, we are subject to an increased risk to the secure operation of these systems and networks.
Moreover, such a breach could cause reputational and financial harm and subject us to liability to our customers, suppliers, business partners or any affected individual. As our business increasingly interfaces with employees, customers, vendors and suppliers using IT systems and networks, including AI applications, we are subject to an increased risk to the secure operation of these systems and networks.
Information technology security threats from user error to attacks designed to gain unauthorized access to our systems, networks and data are increasing in frequency and sophistication.
IT security threats from user error to attacks designed to gain unauthorized access to our systems, networks and data are increasing in frequency and sophistication.
An inability to cure a product defect could result in the failure of a product line, temporary or permanent withdrawal from a product or market, delays in customer payments or refusals by our customers to make such payments, increased inventory costs, product reengineering expenses and our customers’ inability to operate their enterprises.
An inability to cure a product defect could result in the failure of a product line, temporary or permanent withdrawal from a product or market, delays in customer payments or refusals by our customers to make such payments, increased inventory costs, product reengineering expenses, field service work for quality remediation, and our customers’ inability to operate their enterprises.
Legal matters are inherently uncertain, and we cannot predict the duration, scope, outcome or consequences. In addition, legal matters are expensive and time-consuming to defend, settle, and/or resolve, and may require us to implement certain remedial measures that could prove costly or disruptive to our business and operations.
Legal matters are inherently uncertain, and often we cannot at the outset predict the duration, scope, outcome or consequences relating to such matters. In addition, legal matters are generally expensive and time-consuming to defend, settle, and/or resolve, and may require us to implement certain remedial measures that could prove costly or disruptive to our business and operations.
The majority of our combined backlog is considered firm and expected to be delivered within one year. Our customers have the right in some circumstances, usually with penalties or other termination consequences, to reduce or defer firm orders in backlog.
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.
We have a large number of providers to support our global operations and breadth of offerings. In addition, certain of our suppliers are also competitors with us in one or more parts of our business and those suppliers may decide to discontinue business with us.
We have a large number of providers to support our global operations and breadth of offerings, some of whom are also competitors of ours in one or more parts of our business and those suppliers may decide to discontinue business with us.
The long sales cycles 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 quarter-to-quarter, which could make our future operational results less predictable.
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 substantial portion of our business depends on the continued growth of our current and potential customers’ data centers and communication networks.
A substantial portion of our business depends on the continued growth of our current and potential customers’ data centers and communication infrastructure demand.
We are subject to environmental, health and safety matters, laws and regulations, including regulations related to the composition and take back of our products and our ownership, lease or operation of our facilities which could subject us to significant costs or liabilities.
We are subject to various environmental, health and safety laws, regulations, and other requirements, including regulations related to the composition and take back of our products and our ownership, lease or operation of our facilities, each of which could subject us to significant costs or liabilities.
Risks Related to Our Customers and Our Industry We rely on the continued growth of our customers’ networks, in particular data center and communication networks, to grow our business, operations and revenue, and any decreases in demand in these networks could lead to a decrease in our product offerings.
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.
Whether we realize the anticipated benefits from such activities depends, in part, upon the successful integration between the businesses involved, the performance and development of the underlying products, capabilities or technologies, our correct assessment of assumed liabilities and the management of the operations.
Whether we realize the anticipated benefits from such activities depends, in part, upon the successful integration between the businesses involved, the performance and development of the underlying products, capabilities or technologies, our correct assessment of the success and growth of emerging companies, including their underlying products, capabilities or technologies, or assumed liabilities and the management of the operations.
As of December 31, 2024 management has concluded that the Company’s internal control over financial reporting was effective. Notwithstanding this conclusion, we have had material weaknesses in the past, and we cannot assure you that we will not have additional material weaknesses in our internal control over financial reporting in the future.
As of December 31, 2025 management has concluded that the Company’s internal control over financial reporting was effective. Notwithstanding this conclusion, we have had material weaknesses in the past, and we cannot provide assurance that we will not have additional material weaknesses in our internal control over financial reporting in the future.
Our operations, particularly our manufacturing and service operations, depend on the availability and prices of raw materials, components, products and services from third-party suppliers, and such suppliers’ ability to timely deliver the quantities and quality required at reasonable prices. Additionally, our operations depend on our ability to accurately anticipate these needs and prices.
Our operations, particularly our manufacturing and service operations, depend on raw materials, components, products and services from third-party suppliers, and such suppliers’ ability to timely deliver the quantities and quality required at acceptable prices. Successful operations depend on our ability to accurately anticipate these needs and prices.
Our manufacturing facilities and operations could be disrupted by a natural disaster, labor strike, shortages in suppliers, components and parts, war, political unrest, terrorist activity, economic upheaval, changes in governmental regulations, 22 Table of contents including but not limited to regulations regarding taxes, tariffs, custom duties, restricted and/or sanctioned parties, government mandated shutdowns or shelter in place orders, or public health concerns.
Our manufacturing facilities and operations could be disrupted by natural disasters, labor strikes, shortages in suppliers, components and parts, war, political unrest, terrorist activity, economic upheaval, changes in governmental regulations, including but not limited to regulations regarding taxes, tariffs, custom duties, restricted and/or sanctioned parties, government mandated shutdowns or shelter in place orders, or public health concerns.
Continued pressures relating to global supply chain constraints, inflationary impacts on component parts and raw materials, higher overhead costs as a percentage of revenue and higher interest expense and labor shortages have resulted, and could continue to result in, economic weakness and uncertainty, which could result in: • capital spending constraints for customers and, as a result, reduced demand for our offerings; • increased price competition for our offerings; • excess and obsolete inventories; • restricted access to capital markets and financing, resulting in delayed or missed payments to us and additional bad debt expense; • excess facilities and manufacturing capacity; • significant declines in the value of foreign currencies relative to the U.S. dollar, impacting our revenues and results of operations; • financial difficulty for our customers; and • increased difficulty in forecasting business activity for us, customers, the sales channel and vendors.
Continued pressures relating to global supply chain constraints, inflationary or tariff-related impacts on component parts and raw materials, higher overhead costs as a percentage of revenue, higher interest expense, and labor shortages have resulted, and could continue to result in, economic weakness and uncertainty, which could result in: • capital spending constraints for customers and, as a result, reduced demand for our product and service offerings, including reduced or delayed investments in data center, cloud and artificial intelligence and other high-density compute infrastructure; • increased price competition for our product and service offerings; • excess and obsolete inventories; • restricted access to capital markets and financing, resulting in delayed or missed payments to us and additional bad debt expense; • excess facilities and manufacturing capacity; • significant declines in the value of foreign currencies relative to the U.S. dollar, impacting our revenues and results of operations; • financial difficulty for our customers and suppliers; and • increased difficulty in forecasting business activity for us, customers, the sales channel and suppliers and vendors.
Our reputation also may be harmed by the perceptions that our customers, employees, and other stakeholders have about our action or inaction on ESG issues.
Our reputation also may be harmed by the perceptions that our customers, employees, and other stakeholders have about our action or inaction on these matters.
Attracting and retaining key employees in a competitive marketplace requires us to provide a competitive 30 Table of contents compensation package, which often includes cash- and equity-based compensation.
Attracting and retaining key employees in a competitive marketplace requires us to provide a competitive compensation package, which often includes cash- and equity-based compensation.
Certain organizations that provide corporate governance and other corporate risk information to investors and stakeholders have developed, and others may in the future develop, scores and ratings to evaluate companies based in whole or part on various ESG metrics.
Certain organizations that provide corporate governance and other corporate risk information to our stakeholders have developed, and others may in the future develop, scores and ratings to evaluate companies based in whole or part on various metrics related to these matters.
If new debt is added to our current debt levels, the related risks that we now face could intensify and we may not be able to meet all our respective debt obligations.
In addition, if we add new debt to our current debt levels, the related risks that we now face could intensify and we may not be able to meet all our respective debt obligations.
The credit agreements governing the Senior Secured Credit Facilities and the indenture governing the Notes restrict (subject to exceptions), among other things, our ability to incur additional indebtedness; pay dividends or other payments on capital stock; guarantee other obligations; grant liens on assets; make loans, acquisitions or other investments; transfer or dispose of assets; make optional payments of, or otherwise modify, certain debt instruments; engage in transactions with affiliates; amend organizational documents; engage in mergers or consolidations; enter into arrangements that restrict certain of our subsidiaries’ ability to pay dividends; change the nature of the business conducted by Vertiv Group and its restricted subsidiaries; and designate our subsidiaries as unrestricted subsidiaries.
Such restrictions include, among other things, our ability to incur additional indebtedness; pay dividends or other payments on capital stock; guarantee other obligations; grant liens on assets; make loans, acquisitions or other investments; transfer or dispose of assets; make optional payments of, or otherwise modify, certain debt instruments; engage in transactions with affiliates; amend organizational documents; engage in mergers or consolidations; enter into arrangements that restrict certain of our subsidiaries’ ability to pay dividends; change the nature of the business conducted by Vertiv Group and its restricted subsidiaries; and designate our subsidiaries as unrestricted subsidiaries.
If these networks do not continue to grow, whether as a result of changes in the economy, capital spending, building capacity in excess of demand, delays in receiving required permits and approvals, or for any other reason, overall demand could decrease for our product offerings, which would have an adverse effect on our business, results of operations and financial condition.
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.
Risks Related to Our Financial Position, Investments and Indebtedness Our results of operations may be adversely affected if we fail to realize the full value of our goodwill and intangible assets. As of December 31, 2024, we had total goodwill and net intangible assets of $2,808.2 which constituted approximately 31% of our total assets in the aggregate.
Risks Related to Our Financial Position, Investments and Indebtedness Our results of operations may be adversely affected if we fail to realize the full value of our goodwill and intangible assets. As of December 31, 2025, we had total goodwill and net intangible assets of $3,928.5 which constituted approximately 32% of our total assets in the aggregate.
We rely on our information systems and those of third parties for processing customer orders, shipping products, billing our customers, tracking inventory, supporting finance and accounting functions, financial statement preparation, payroll services, benefit administration and other general aspects of our business.
We rely on our IT and information security systems, including AI technology and those of third parties for processing customer orders, shipping products, billing our customers, tracking inventory, supporting finance and accounting functions, financial statement preparation, payroll services, benefit administration, engineering, manufacturing and operations functions, and other general aspects of our business.
Similarly, the recent imposition of additional tariffs by the U.S., and the tariffs being proposed , on various countries, as well as the potential imposition of retaliatory tariffs or additional tariffs by the U.S. on other countries or regions, could increase our cost of doing business internationally, perhaps significantly, and may lead to further challenges for us in the various foreign markets in which we operate.
Similarly, the potential imposition of retaliatory tariffs or additional tariffs or modifications of free-trade agreements by the U.S. on other countries or regions, could increase our cost of doing business internationally, perhaps significantly, and may lead to further challenges for us in the various foreign markets in which we operate.
As we seek to sell more products to such customers, we may be required to agree to such terms and conditions more frequently, which may include terms that affect the timing of our cash flows and ability to recognize revenue, and could have an adverse effect on our business, results of operations and financial condition.
As we seek to sell more products to such customers, we may be required to agree to such terms and conditions more frequently, which could affect the timing of our cash flows and ability to recognize revenue or that allocate a greater share of project and schedule risk to us, and could have an adverse effect on our business, results of operations and financial condition.
As part of our business strategy, we have in the past and may, from time to time in the future, acquire businesses or interests in businesses, including non-controlling interests, or form joint ventures or create strategic alliances.
As part of our business strategy, we have in the past and may in the future acquire businesses, interests in businesses, including non-controlling interests, or form joint ventures, create strategic alliances, or choose to invest in early-stage companies.
This new administration has taken a different approach to U.S. foreign trade policy than their predecessors, so there remains uncertainty as to whether, and to what degree, trade between the U.S and other countries, including countries in which we operate, will be impacted by these policy shifts.
The current administration has taken a different approach to U.S. foreign trade policy than their predecessors, so there remains uncertainty as to whether, and to what degree, trade between the U.S and other countries, including countries in which we operate, will be impacted by these policy shifts on an ongoing and/or long-term basis.
At sites which we own, lease or operate, or have previously owned, leased or operated, or where we have disposed or arranged for the disposal of hazardous materials, we may have current liability exposure for contamination, and could in the future be liable for additional contamination.
We have significant global manufacturing facilities that we own, lease or operate, or have previously owned, leased or operated, or where we have disposed or arranged for the disposal of hazardous materials, and for which we could have current liability exposure for contamination, and could in the future be liable for additional contamination.
Our ability to comply with the covenants and restrictions contained in the credit agreements governing the Senior Secured Credit Facilities, the indenture governing the Notes and any future debt agreements, is not fully within our control and breaches of such covenants or restrictions could trigger adverse consequences.
Restrictive covenants in the credit agreements governing our Senior Secured Credit Facilities, the indenture governing the 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 increased global focus on environmental sustainability may result 25 Table of contents in new regulations and customer requirements, or changes in current regulations and customer requirements, which could materially adversely impact our business, results of operations and financial condition.
The increased global focus on environmental matters may result in new regulations or changes to current regulations, as well as changes in customer requirements, which could materially adversely impact our business, results of operations and financial condition.
Our business plan is dependent on access to funding through the capital markets. Our ability to invest in our businesses, make strategic acquisitions and refinance maturing debt obligations requires access to the capital markets and sufficient bank credit lines to support short-term borrowings.
Our business plan may be dependent on access to funding through the capital markets. Our ability to make strategic acquisitions and refinance maturing debt obligations may require access to the capital markets and sufficient bank credit lines to support short-term borrowings.

… 109 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

10 edited+2 added−2 removed26 unchanged
Biggest changeHis prior roles include senior level positions in Defense, Financial Services and High Technology industries. Our CIO has more than 30 years of information technology and cybersecurity experience at various levels.
Biggest changeHis prior roles include senior level positions in Defense, Financial Services and High Technology industries.
Our cybersecurity program aims to provide a robust, dynamic and secure environment that protects the confidentiality, integrity, and availability of this data. Our cybersecurity program has a fully defined set of documentation that is aimed at identifying, assessing and responding to cybersecurity risks.
Our cybersecurity program aims to provide a robust, dynamic and secure environment that protects the confidentiality, integrity, and availability of this data. Our cybersecurity program has a fully-defined set of documentation aimed at identifying, assessing and responding to cybersecurity risks.
This IRP describes the procedures for handling a variety of cybersecurity incidents; categorizes the 32 Table of contents types of potential cybersecurity incidents and the timeframe for reporting each; establishes cybersecurity incident response levels; provides for the conducting of legally privileged investigations to enable us to meet applicable legal obligations, including possible notification requirements; and outlines the roles and responsibilities for various personnel in the event of a cybersecurity incident, including but not limited to, the process to escalate risks to our Board, Audit Committee and our executive management, as necessary.
This IRP describes the procedures for handling a variety of cybersecurity incidents; categorizes the 31 Table of contents types of potential cybersecurity incidents and the timeframe for reporting each; establishes cybersecurity incident response levels; provides for the conducting of legally privileged investigations to enable us to meet applicable legal obligations, including possible notification requirements; and outlines the roles and responsibilities for various personnel in the event of a cybersecurity incident, including but not limited to, the process to escalate risks to our Board, Audit Committee and our executive management, as necessary.
Once the severity level and appropriate management protocol for responding to the cybersecurity incident have been determined in accordance with our Cybersecurity Plan and IRP, the CIO, or the CIO's delegee, may elevate the incident to the CEO, Chief Legal Counsel, Board, and Audit Committee as needed (depending on the nature and severity of the incident) for further investigation and 33 Table of contents response, including for an assessment of materiality.
Once the severity level and appropriate management protocol for responding to the cybersecurity incident have been determined in accordance with our Cybersecurity Plan and IRP, the CIO, or the CIO's delegee, may elevate the incident to the CEO, Chief Legal Counsel, Board, and Audit Committee as needed (depending on the nature and severity of the incident) for further investigation and 32 Table of contents response, including for an assessment of materiality.
Our evolution into smart products, Internet of Things, business-to-consumer, and e-commerce subjects us to increased cyber and technology risks. The secure operation of our information technology systems and networks and ensuring that we have skilled personnel to assist in ensuring their continued security is critical to our business operations and strategy.
Our evolution into smart products, Internet of Things, business-to-consumer, and e-commerce subjects us to increased cyber and technology risks. The secure operation of our IT systems and networks and ensuring that we have skilled personnel to assist in ensuring their continued security is critical to our business operations and strategy.
Our CROC, in turn, communicates any unresolved risks to the Company’s Enterprise Risk Committee ("ERC") and the ERC interacts with the Board, the Audit Committee and executive management on a regular interval, or more frequently (if necessary) in regard to such risks.
Our CROC, in turn, communicates material risks to the Company’s Enterprise Risk Committee ("ERC") and the ERC interacts with the Board, the Audit Committee and executive management on a regular interval, or more frequently (if necessary) in regard to such risks.
The Company, as a supplier of products of critical digital infrastructure technologies to our customers, is reliant on technology and information systems that may comprise part of the products we sell or the services that we provide.
The Company, as a supplier of products of critical digital infrastructure technologies, is reliant on technology and information systems that may comprise part of the products we sell or the services that we provide.
In connection with and pursuant to our enterprise risk management plan, our cybersecurity team, the CROC and our ERC work collaboratively across the Company to implement programs and processes designed to protect our information system from cybersecurity threats, assess and manage risks arising from any such threats, and to promptly respond to cybersecurity incidents.
In connection with and pursuant to our ERM plan, our cybersecurity team, the CROC and our ERC work collaboratively across the Company to implement programs and processes designed to protect our information system from cybersecurity threats, assess and manage risks arising from any such threats, and to promptly respond to cybersecurity incidents.
Our cybersecurity framework is aligned with the National Institute of Standards and Technology’s special publication 800-53 and ISO 27001 and is comprised of the following four main pillars: Risk Governance: The Company’s cybersecurity program utilizes a cross-functional approach to addressing cybersecurity risks and engages in discussions with the Board (or a committee thereof) and our executive officers accordingly on an as-needed basis.
Our cybersecurity framework is aligned with the National Institute of Standards and Technology’s special publication 800-53 and ISO 27001 and is comprised of the following four main pillars: Risk Governance: The Company’s cybersecurity program utilizes a cross-functional approach to address cybersecurity risks and engage in discussions with the Board (or a committee thereof) and our management on an as-needed basis.
The Company's processes call for prompt and timely notifications and updates to the Board and the Audit Committee, as applicable and as necessary depending on the nature and severity of the incident, in connection with any cybersecurity incidents that may occur.
The Company's processes call for prompt and timely notifications and updates to the Board and the Audit Committee, as applicable, depending on the nature and severity of any potential cybersecurity incidents that occur.
Removed
She holds an executive MBA from the Quantic School of Business and Technology, a Graduate Certificate in SAP from Central Michigan University, a Masters in computer information systems from Grand Valley State University and a BA from the University of Michigan.
Added
Our CIO has experience leading technology and digital organizations for 30 years at multiple multi-national, back-to-business, and direct to consumer businesses, including Chief Digital Officer for Molex, a wholly owned subsidiary of Koch Industries, Chief Digital & Technology Officer for Aramark and Chief Information Officer for Royal Caribbean Cruise Lines.
Removed
Her prior roles include positions as Chief Information Officer and Vice President of Information Technology and Digital Office of Adient plc, a global automotive seating manufacturer, and Chief Information Officer and Vice President of Information Technology, Power Solutions of Johnson Controls.
Added
He holds an Executive MBA from Saint Joseph’s University and a Bachelors of Art from Seton Hall University.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeManagement believes that the existing manufacturing facilities are adequate for our operations and that the facilities are maintained in good condition. We do not anticipate difficulty in renewing leases as they expire or in finding alternative facilities.
Biggest changeManagement believes that the existing manufacturing facilities are adequate for our operations and that the facilities are maintained in good condition. We regularly evaluate manufacturing facilities and may expand capacity to efficiently support operations. We do not anticipate difficulty in renewing leases as they expire or in finding alternative facilities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

6 edited+1 added−0 removed14 unchanged
Biggest changeSecurities and Exchange Commission (the “SEC”) and a parallel request for documents from the U.S. Attorney’s Office for the Southern District of New York, which relate to the allegations made in those actions. The Company is actively responding to these matters.
Biggest changeSecurities and Exchange Commission (the “SEC”) and a parallel request for documents from the U.S. Attorney’s Office for the Southern District of New York, which relate to the allegations made in those actions. The Company responded to these requests. Since 2024, the Company has not received any further requests from the U.S.
No. 2023-0608-NAC (the “Consolidated Derivative Action”), (ii) designated the complaint in the Hanna Action as the operative complaint in the Consolidated Derivative Action, and (iii) stayed the Consolidated Derivative Action on terms identical to those of the existing stay of the Sullivan Action. 34 Table of contents We believe we have meritorious defenses against the allegations made in the aforementioned lawsuits, which are at the preliminary stages.
No. 2023-0608-NAC (the “Consolidated Derivative Action”), (ii) designated the complaint in the Hanna Action as the operative complaint in the Consolidated Derivative Action, and (iii) stayed the Consolidated Derivative Action on terms identical to those of the existing stay of the Sullivan Action. 33 Table of contents We believe we have meritorious defenses against the allegations made in the aforementioned lawsuits, which are at the preliminary stages.
Johnson, et al., C.A. No. 2023-0608 (the " Sullivan Action"), against Vertiv (as no minal defendant only) and certain of the Company’s directors and officers in Delaware Court of Chancery for breach of fiduciary duty. Further, on November 19, 2024, another Vertiv shareholder, Laura Hanna, brought a derivative lawsuit, Hanna v. Johnson, et al.
Johnson, et al., C.A. No. 2023-0608 (the " Sullivan Action"), against Vertiv (as nominal defendant only) and certain of the Company’s directors and officers in Delaware Court of Chancery for breach of fiduciary duty. Further, on November 19, 2024, another Vertiv shareholder, Laura Hanna, brought a derivative lawsuit, Hanna v. Johnson, et al.
As of December 31, 2024, other than as described above, there were no known contingent liabilities (including guarantees, taxes and other claims) that management believes were or will be material in relation to the Company’s Consolidated Financial Statements, nor were there any material commitments outside the normal course of business. Item 4.
As of December 31, 2025, other than as described above, there were no known contingent liabilities (including guarantees, taxes and other claims) that management believes were or will be material in relation to the Company’s Consolidated Financial Statements, nor were there any material commitments outside the normal course of business. Item 4.
Item 3. Legal Proceedings With the exception of the below, we are not a party to any material, pending legal proceedings or claims at December 31, 2024. From time-to-time, we may be a party to, or otherwise involved in, legal proceedings arising in the normal course of business.
Item 3. Legal Proceedings With the exception of the below, we are not a party to any material, pending legal proceedings or claims at December 31, 2025. From time-to-time, we may be a party to, or otherwise involved in, legal proceedings arising in the normal course of business.
Mine Safety Disclosures Not applicable. 35 Table of contents PART II.
Mine Safety Disclosures Not applicable. 34 Table of contents PART II.
Added
Attorney’s Office for the Southern District of New York relating to this matter. On December 30, 2025, the SEC’s Division of Enforcement informed the Company that it had concluded its investigation as to the Company and did not intend to recommend any enforcement action against the Company at this time.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+2 added−1 removed4 unchanged
Biggest changeThe Company did not repurchase any shares of Class A common stock during the fourth quarter of 2024. 36 Table of contents Stock Performance Graph The following graph provides a comparison of the cumulative total stockholder return on our common stock from December 31, 2019 through December 31, 2024 to the returns of the S&P MidCap 400, Russell 1000, and S&P 500.
Biggest changeExcess share repurchase price over par value is allocated between additional paid-in capital, which is limited to amounts initially recorded for the same issue, and retained earnings. 35 Table of contents Stock Performance Graph The following graph provides a comparison of the cumulative total stockholder return on our common stock from December 31, 2020 through December 31, 2025 to the returns of the S&P MidCap 400, Russell 1000, and S&P 500.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities; Repurchases of Securities On November 29, 2023, the Board of Directors of the Company approved a stock repurchase program , which authorizes the repurchase of shares of Company Class A common stock in an aggregate amount of up to $3.0 billion through December 31, 2027.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities; Repurchases of Securities On November 29, 2023, the Board approved a stock repurchase program , which authorizes the repurchase of shares of Company Class A common stock in an aggregate amount of up to $3.0 billion through December 31, 2027.
The graph assumes that $100 was invested on December 31, 2019 in our Class A common stock and that any dividends were reinvested. The graph is not, and is not intended to be, indicative of future performance of our common stock.
The graph assumes that $100 was invested on December 31, 2020 in our Class A common stock and that any dividends were reinvested. The graph is not, and is not intended to be, indicative of future performance of our common stock .
The declaration and payment of dividends is also at the discretion of our Board and depends on various factors including our results of operations, financial condition, cash requirements, prospects and other factors deemed relevant by our Board.
The declaration and payment of dividends is at the discretion of our Board, whose determination depends on various factors including our results of operations, financial condition, cash requirements, prospects and other factors deemed relevant.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A common stock currently trades on the NYSE under the symbol “VRT”. Holders of Common Stock As of February 10, 2025, there wer e 13 holders of record of the Company's common shares.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A common stock currently trades on the NYSE under the symbol “VRT”. Holders of Common Stock As of February 9, 2026, there were 9 holders of record of the Company's common shares.
Such number does not include DTC participants or beneficial owners holding shares through nominee names. Cash Dividends On November 29, 2023, we increased the quarterly cash dividend that we pay by declaring a dividend of $0.025 per share.
Such number does not include DTC participants or beneficial owners holding shares through nominee names. Cash Dividends On each of November 29, 2023, and November 18, 2024, we increased our quarterly cash dividend by declaring a dividend of $0.025 and $0.0375 per share, respectively.
We further increased our quarterly cash dividend to $0.0375 per share on November 18, 2024, which was paid on December 19, 2024 to shareholders of record as of December 3, 2024, and we currently expect to continue to pay a quarterly dividend.
We further increased our quarterly cash dividend to $0.0625 per share on November 14, 2025, which was paid on December 18, 2025 to shareholders of record on November 25, 2025, and we currently expect to continue to pay a quarterly dividend.
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. During the first quarter of 2024, Vertiv purchased 9,076,444 shares of its common stock, par value $0.0001 per share.
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.
Company / Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Vertiv Holdings Co. 100.0 169.4 226.6 124.1 436.4 1033.5 S&P MidCap 400 Index 100.0 113.7 141.8 123.3 143.5 163.5 Russell 1000 Index 100.0 121.0 153.0 123.7 156.5 194.9 S&P 500 100.0 118.4 152.4 124.8 157.6 197.0 Item 6. [Reserved] 37 Table of contents
Company / Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Vertiv Holdings Co. 100.0 133.8 73.2 257.7 610.3 871.5 S&P MidCap 400 Index 100.0 124.8 108.5 126.3 143.9 154.7 Russell 1000 Index 100.0 126.5 102.3 129.4 161.1 189.1 S&P 500 100.0 128.7 105.4 133.1 166.4 196.2 Item 6. [Reserved] 36 Table of contents
Removed
During the second quarter of 2024, all shares repurchased were retired. As of December 31, 2024, $2.4 billion remain for additional share repurchases. Excess share repurchase price over par value is allocated between additional paid-in capital, which is limited to amounts initially recorded for the same issue, and retained earnings.
Added
During the first quarter of 2024, Vertiv purchased 9,076,444 shares of its common stock, par value $0.0001 per share, and retired the repurchased shares in the second quarter of 2024. The Company did not repurchase any shares under its stock repurchase program in the second half of 2024 or in 2025.
Added
As of December 31, 2025, $2.4 billion remains for additional share repurchases under the current approved program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

54 edited+36 added−12 removed27 unchanged
Biggest changeFurther, we are focused on the continued growth and expansion of our portfolio geographically, as we leverage our best-in-class regional products and expand such offerings into other regions and globally. 38 Table of contents RESULTS OF OPERATIONS Year ended December 31, 2024 compared to year ended December 31, 2023 (Dollars in millions) 2024 2023 $ Change % Change Net sales $ 8,011.8 $ 6,863.2 $ 1,148.6 16.7 % Cost of sales 5,077.6 4,462.7 614.9 13.8 % Gross profit 2,934.2 2,400.5 533.7 22.2 % Selling, general and administrative expenses 1,374.0 1,312.3 61.7 4.7 % Amortization of intangibles 184.2 181.3 2.9 1.6 % Restructuring costs 5.3 28.6 (23.3) (81.5) % Foreign currency (gain) loss, net 9.3 16.0 (6.7) (41.9) % Other operating expense (income) (6.0) (9.9) 3.9 (39.4) % Operating profit (loss) 1,367.4 872.2 495.2 56.8 % Interest expense, net 150.4 180.1 (29.7) (16.5) % Loss on extinguishment of debt 2.4 0.5 1.9 380.0 % Change in fair value of warrant liabilities 449.2 157.9 291.3 184.5 % Income tax expense 269.6 73.5 196.1 266.8 % Net income (loss) $ 495.8 $ 460.2 $ 35.6 7.7 % Net Sales Net sales were $8,011.8 in 2024, an increase of $1,148.6, or 16.7%, compared with $6,863.2 in 2023.
Biggest changeRESULTS OF OPERATIONS Year ended December 31, 2025 compared to year ended December 31, 2024 (Dollars in millions) 2025 2024 $ Change % Change Net sales $ 10,229.9 $ 8,011.8 $ 2,218.1 27.7 % Cost of sales 6,514.7 5,077.6 1,437.1 28.3 % Gross profit 3,715.2 2,934.2 781.0 26.6 % Selling, general and administrative expenses 1,617.8 1,374.0 243.8 17.7 % Amortization of intangibles 200.4 184.2 16.2 8.8 % Restructuring costs 54.5 5.3 49.2 928.3 % Foreign currency (gain) loss, net 12.0 9.3 2.7 29.0 % Other operating expense (income) 0.8 (6.0) 6.8 113.3 % Operating profit (loss) 1,829.7 1,367.4 462.3 33.8 % Interest expense, net 86.1 150.4 (64.3) (42.8) % Loss on extinguishment of debt 1.7 2.4 (0.7) (29.2) % Change in fair value of warrant liabilities — 449.2 (449.2) (100.0) % Income tax expense 409.1 269.6 139.5 51.7 % Net income (loss) $ 1,332.8 $ 495.8 $ 837.0 168.8 % Net Sales Net sales were $10,229.9 in 2025, an increase of $2,218.1, or 27.7%, compared with $8,011.8 in 2024.
Overview We are a global leader in the design, manufacturing and servicing of critical digital infrastructure technology that powers, cools, deploys, secures and maintains electronics that process, store and transmit data. We primarily provide this technology to data centers, communication networks and commercial & industrial environments worldwide.
Overview We are a global leader in the design, manufacturing and servicing of critical digital infrastructure technology that powers, cools, deploys, secures and maintains electronics that process, store and transmit data. We primarily provide this technology to data centers, communication networks and commercial and industrial environments worldwide.
Our investment and expansion efforts are directed at capturing new technologies across the entire thermal chain from chip to heat rejection and re-use and more to meet growing demands.
Our investment and expansion efforts are directed at capturing new technologies across the entire thermal chain from chip to heat rejection, re-use, and more to meet growing demands.
The following are critical estimates in valuing intangible assets we have acquired or may acquire in the future and include but are not limited to: • forecasted earnings before interest, taxes, and amortization; • forecasted net sales; • customer attrition rates; • royalty rates; and • discount rates.
The following are critical estimates in valuing intangible assets we have acquired or may acquire in the future and include but are not limited to: • forecasted earnings before interest, taxes, depreciation, and amortization; • forecasted net sales; • customer attrition rates; • royalty rates; and • discount rates.
In 2023, income tax expense was primarily influenced by the mix of income between our U.S. and non-U.S. operations, net of changes in valuation allowances and uncertain tax positions, and reflects the impact of non-deductible changes in fair value of warrant liabilities, as well as discrete tax adjustments related to legislation changes enacted in the period.
In 2024, income tax expense was primarily influenced by the mix of income between our U.S. and non-U.S. operations, net of changes in valuation allowances and uncertain tax positions, and reflects the impact of non-deductible changes in fair value of warrant liabilities, as well as discrete tax adjustments related to legislation changes enacted in the period.
Segment margin represents segment operating profit (loss) expressed as a percentage of segment net sales. For reconciliations of segment net sales and earnings to our consolidated results, see “Note 14 — Segment Information”, of our Consolidated Financial Statements. Segment net sales are presented excluding intercompany sales.
Segment margin represents segment operating profit (loss) expressed as a percentage of segment net sales. For reconciliations of segment net sales and earnings to our consolidated results, see “Note 13 — Segment Information”, of our Consolidated Financial Statements. Segment net sales are presented excluding intercompany sales.
The recoverability of deferred tax assets and the recognition and measurement of uncertain tax positions are subject to our various assumptions and judgment. If actual results differ from our estimates made in establishing or maintaining valuation allowances against deferred tax assets, the resulting change in the valuation allowance would generally impact earnings.
The recoverability of deferred tax assets and the recognition and measurement of uncertain tax positions are subject to our various assumptions and judgment. If actual results differ from our estimates made in establishing or maintaining valuation allowances against deferred tax assets, the resulting change in the valuation allowance would generally impact 44 Table of contents earnings.
We have omitted the discussion on our results of operations for the year ended December 31, 2022, which discussion was previously included in Item 7 of our 2023 Annual Report on Form 10-K, filed with the SEC on February 23, 2024.
We have omitted the discussion on our results of operations for the year ended December 31, 2023, which discussion was previously included in Item 7 of our 2024 Annual Report on Form 10-K, filed with the SEC on February 18, 2025.
Refer to “Note 6 — Debt”, “Note 7 — Leases”, and “Note 17 — Commitments and Contingencies” of the accompanying consolidated financial statements for more information. In addition, we have uncertain tax positions that are further discussed in “Note 9 — Income Taxes” of the consolidated financial statements.
Refer to “Note 6 — Debt”, “Note 7 — Leases”, and “Note 16 — Commitments and Contingencies” of the accompanying consolidated financial statements for more information. In addition, we have uncertain tax positions that are further discussed in “Note 8 — Income Taxes” of the consolidated financial statements.
We believe that the following accounting estimates are critical to our financial results: Business Combinations We allocate the purchase price of acquired companies to tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date.
Actual results may differ from these estimates. We believe that the following accounting estimates are critical to our financial results: Business Combinations We allocate the purchase price of acquired companies to tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date.
Income tax expense in 2024 was $196.1 higher than 2023 primarily due to the increased financial performance, changes in non-U.S tax holidays and incentives and the change in valuation allowance. Business Segments The following are business segment results for the years ended December 31, 2024 and 2023. Segment profitability is defined as operating profit (loss).
Income tax expense in 2025 was $139.5 higher than 2024 primarily due to increased financial performance, changes in non-U.S tax holidays and incentives and the change in valuation allowance. Business Segments The following are business segment results for the years ended December 31, 2025 and 2024. Segment profitability is defined as operating profit (loss).
Vertiv Corporate and Other Corporate and other costs include costs associated with our headquarters located in Westerville, Ohio, as well as centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, IT, Legal, and global product platform development and offering management. Corporate and other costs were $160.8 and $154.0 in 2024 and 2023, respectively.
Vertiv Corporate and Other Corporate and other costs include costs associated with our headquarters located in Westerville, Ohio, as well as centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, IT, Legal, and global product platform development and offering management. Corporate and other costs were $283.7 and $160.8 in 2025 and 2024, respectively.
Management bases its estimates and judgments on historical experience, expected future outcomes, and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Management bases its estimates and judgments on historical experience, expected future outcomes, and on various other factors that are believed to be 42 Table of contents reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
At December 31, 2024, Vertiv had $784.9 of availability (subject to customary borrowing base and other conditions) under the ABL Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of $15.1, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility.
At December 31, 2025, Vertiv had $784.0 of availability (subject to customary borrowing base and other conditions) under the ABL Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of $16.0, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility.
Capital Expenditures: Our capital expenditures are primarily related to the maintenance of our long-term assets, as well as the investment in projects, such as capacity and facility expansion, that support growth and innovation to further our enterprise strategy. Our capital expenditures (including capitalized software) were approximately $184.1 in 2024.
Our capital expenditures are primarily related to the maintenance of our long-term assets, as well as the investment in projects, such as capacity and facility expansion, that support growth and innovation to further our enterprise strategy. Our capital expenditures (including capitalized software) were $226.4 in 2025.
We, through our subsidiaries, are party to certain indebtedness arrangements, including the Senior Secured Notes, due 2028, with an outstanding principal amount of $850.0 as of December 31, 2024 (the “Notes”), the Term Loan, due 2027, with an outstanding principal amount of $2,097.0 as of December 31, 2024 (the “Term Loan”), and the ABL Revolving Credit Facility, due 2029, with a maturity date extended through an amendment in 2024, providing up to $800.0 of revolving borrowings, with separate sublimits for letters of credit and swingline borrowings and an uncommitted accordion of up to $200.0, for which none was outstanding as of December 31, 2024 (the “ABL Revolving Credit Facility” and collectively with the Term Loan, the “Senior Secured Credit Facilities”).
We, through our subsidiaries, are party to certain indebtedness arrangements, including the Senior Secured Notes due 2028, with an outstanding principal amount of $850.0 as of December 31, 2025 (the “Notes”), the Term Loan due 2032, with an outstanding principal amount of $2,076.1 as of December 31, 2025 (the “Term Loan”), and the ABL Revolving Credit Facility due 2029, providing up to $800.0 of revolving borrowings, with separate sublimits for letters of credit and swingline borrowings and an uncommitted accordion of up to $200.0, for which none was outstanding as of December 31, 2025 (the “ABL Revolving Credit Facility” and collectively with the Term Loan, the “Senior Secured Credit Facilities”).
To the extent interest rates continue to fluctuate our interest expense will change, although we expect these changes to be partially mitigated by our interest rate swaps and interest income. Income Taxes Income tax expense was $269.6 in 2024 compared to $73.5 in 2023.
To the extent interest rates continue to fluctuate our interest expense will change, although we expect these changes to be partially mitigated by our interest rate swaps and interest income. Income Tax Expense Income tax expense was $409.1 in 2025 compared to $269.6 in 2024.
Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. We are not asserting indefinite reinvestment of cash or outside basis for our non-U.S. subsidiaries due to the outstanding debt obligations in instances where alternative repatriation options, other than dividends, are not available.
We are not asserting indefinite reinvestment of cash or outside basis for our non-U.S. subsidiaries due to the outstanding debt obligations in instances where alternative repatriation options, other than dividends, are not available.
Deferred taxes are not provided on the unremitted earnings of subsidiaries outside of the United States when it is expected that these earnings are 44 Table of contents indefinitely reinvested.
Deferred taxes are not provided on the unremitted earnings of subsidiaries outside of the U.S. when it is expected that these earnings are indefinitely reinvested.
We expect to have capital expenditures (including capitalized software) of $250 to $300 in 2025. We have additional obligations as part of our ordinary course of business, beyond those committed for capital expenditures, which consist of debt obligations, lease obligations, bank guarantees, bonds and other financial instruments.
We expect to have capital expenditures (including capitalized software) of $425 to $525 in 2026 in order to support capacity expansion across the business. We have additional obligations as part of our ordinary course of business, beyond those committed for capital expenditures, which consist of debt obligations, lease obligations, bank guarantees, bonds and other financial instruments.
Net Cash provided by (used for) Financing Activities Net cash used by financing activities was $652.1 in 2024 compared to $247.5 of net cash used by financing activities in 2023.
Net Cash provided by (used for) Financing Activities Net cash used by financing activities was $72.3 in 2025 compared to $652.1 of net cash used by financing activities in 2024.
Sales for service contracts, including installation, inventory with no alternative use and an enforceable right of payment upon customer termination and other discrete services, generally are recognized over time as the services are provided. Payments received in advance for service arrangements are recorded as deferred revenue and recognized in net sales when the revenue recognition criteria are met.
Sales for service contracts, including installation, inventory with no alternative use and an enforceable right of payment upon customer termination and other discrete services, generally are recognized over time as the services are provided.
Outlook and Trends Below is a summary of trends and events that are currently affecting, or may in the future affect, our business, operations and short-term outlook: • Increased Tariffs: The global trade environment continues to evolve rapidly.
Outlook and Trends Below is a summary of trends and events that are currently affecting, or may in the future affect, our business, operations and short-term outlook: • Trade and Economic Uncertainty: The global trade and economic environment continues to evolve rapidly with the imposition of new U.S. tariffs and retaliatory tariffs being imposed by foreign countries.
The Company has invested in developing new product, services, and solutions to serve this growing industry, is increasing capacity to support additional demand for AI infrastructure as necessary and we will continue to invest to support additional growth driven by AI. • Thermal Management Portfolio Expansion: We continue to invest in expansion of our thermal management portfolio and product capabilities to meet customer demands.
With this, we are increasing capacity to support additional demand for AI infrastructure as necessary, and we will continue to invest to support additional growth driven by AI. • Thermal Management Portfolio Expansion : We continue to invest in expansion of our thermal management portfolio and product capabilities to meet customer demand.
Revenue from our sales have not been adjusted for the effects of a financing component as we expect that the period between when we transfer control of the product and when we receive payment to be one year or less. Sales, value add, and other taxes collected concurrent with revenue are excluded from sales.
Payment terms vary by the type and location of the customer and the products or services offered. Revenue from our sales have not been adjusted for the effects of a financing component as we expect that the period between when we transfer control of the product and when we receive payment to be one year or less.
Excluding intercompany sales, net sales were $4,500.6 in the Americas, $1,717.8 in Asia Pacific and $1,793.4 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segments section below. Cost of Sales Cost of sales were $5,077.6 in 2024, an increase of $614.9, or 13.8% compared to 2023.
Excluding intercompany sales, net sales were $6,386.3 in the Americas, $2,019.2 in Asia Pacific and $1,824.4 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segments section below. Cost of Sales Cost of sales were $6,514.7 in 2025, an increase of $1,437.1, or 28.3% compared to 2024.
The increase in sales was primarily driven by growth throughout the region, partially offset by the negative impact of foreign currency of approximately $18.1. Net sales of products improved by $150.4, and service & spares improved by $39.6. Operating profit (loss) in 2024 was $175.2, an increase of $27.8 compared with 2023 mainly driven by sales from product mix.
The increase in sales was primarily driven by growth throughout the region, partially offset by the negative impact of foreign currency of approximately $11.5. Net sales of products improved by $262.4, and service & spares improved by $39.0. Operating profit (loss) in 2025 was $222.1, an increase of $46.9, or 26.8%, compared with 2024.
In response to escalating pressures and geopolitical uncertainties surrounding global supply chains, we continue to pursue a supply chain strategy of geographic resilience. This includes adding regional sourcing and manufacturing options to complement our existing global supply chain.
In response to these escalating pressures and the geopolitical and macroeconomic uncertainties surrounding global supply chains and customer demand, we continue to pursue our supply chain strategy of supplier and geographic resilience. This includes, but is not limited to, continuing to add regional sourcing and manufacturing capabilities and capacity to complement our existing global supply chain.
The increase in cost of sales was primarily driven by the impact of higher volumes. Gross profit was $2,934.2 in 2024, or 36.6% of sales, compared to $2,400.5, or 35.0% of sales in 2023. Margin increased primarily due to higher sales volume and improved price realization.
The increase in cost of sales was primarily driven by the impact of higher volumes. Gross profit was $3,715.2 in 2025, or 36.3% of sales, compared to $2,934.2, or 36.6% of sales in 2024.
We record amounts billed to customers for shipping and handling in a sales transaction as revenue. Shipping and handling costs are treated as fulfillment costs and are included in costs of sales. Income Taxes We are subject to income taxes in the United States and numerous foreign jurisdictions.
Sales, value add, and other taxes collected concurrent with revenue are excluded from sales. We record amounts billed to customers for shipping and handling in a sales transaction as revenue. Shipping and handling costs are treated as fulfillment costs and are included in costs of sales.
Americas (Dollars in millions) December 31, 2024 December 31, 2023 $ Change % Change Net sales $ 4,500.6 $ 3,844.5 $ 656.1 17.1 % Operating profit (loss) 1,097.8 762.4 335.4 44.0 % Margin 24.4 % 19.8 % Americas net sales of $4,500.6 in 2024 increased $656.1, or 17.1%, from 2023.
Americas (Dollars in millions) December 31, 2025 December 31, 2024 $ Change % Change Net sales $ 6,386.3 $ 4,500.6 $ 1,885.7 41.9 % Operating profit (loss) 1,714.3 1,097.8 616.5 56.2 % Margin 26.8 % 24.4 % Americas net sales of $6,386.3 in 2025 increased $1,885.7, or 41.9%, from 2024.
The change in fair value of the then outstanding Private Placement Warrants during 2024 and 2023 resulted in a loss of $449.2 and $157.9, respectively.
Change in Fair Value of Warrant Liabilities Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the then outstanding private warrants. The change in fair value of the then outstanding private warrants during 2024 resulted in a loss of $449.2.
The increase in SG&A was primarily driven by $45.8 of higher compensation costs, professional service fees of $18.1 inclusive of a one-time supplier expense, and increased IT and research and development expense. Other Operating Expenses The remaining other operating expenses include amortization of intangibles, restructuring costs, foreign currency (gain) loss, and other operating expense (income).
The increase in SG&A was primarily driven by increased compensation costs. SG&A as a percentage of sales were 15.8% in 2025 compared with 17.1% in 2024. Other Operating Expenses The remaining other operating expenses include amortization of intangibles, restructuring costs, foreign currency (gain) loss, and other operating expense (income).
The imposition of new U.S. tariffs, as well as the possibility of retaliatory tariffs or the imposition of similar tariffs in jurisdictions where we have manufacturing facilities or our clients operate would increase our cost of doing business.
The imposition of U.S. tariffs and foreign country retaliatory tariffs, or the proposed imposition of additional or similar tariffs, in jurisdictions where we have manufacturing facilities or where our customers operate could increase our cost of doing business and could significantly impact our financial performance.
Based on the results of our qualitative impairment assessment, we concluded that it is more likely than not that the fair value of each reporting unit exceeded their carrying value and, therefore, our goodwill was not impaired, and no impairment charges were reported for the year ended December 31, 2024.
Based on the results of our qualitative impairment assessment, we concluded that it is more likely than not that the fair value of each reporting unit exceeded their carrying value and, therefore, our goodwill was not impaired, and no impairment charges were reported for the year ended December 31, 2025. 43 Table of contents Revenue Recognition We recognize revenue from the sale of manufactured products and services when control of the promised goods or services are transferred to customers in an amount that reflects the consideration that we expect to be entitled to in exchange for those goods or services.
There can be no assurance that we will continue to have access to the capital and financing markets on acceptable terms Summary Statement of Cash Flows Year ended December 31, 2024 compared to year ended December 31, 2023 (Dollars in millions) 2024 2023 $ Change % Change Net cash provided by (used for) operating activities $ 1,319.3 $ 900.5 $ 418.8 46.5 % Net cash provided by (used for) investing activities (201.7) (139.1) (62.6) 45.0 Net cash provided by (used for) financing activities (652.1) (247.5) (404.6) 163.5 Capital expenditures (167.0) (127.9) (39.1) 30.6 Investments in capitalized software (17.1) (6.7) (10.4) 155.2 Net Cash provided by (used for) Operating Activities Net cash provided by operating activities was $1,319.3 in 2024, a $418.8 increase in cash generation compared to 2023.
Summary Statement of Cash Flows Year ended December 31, 2025 compared to year ended December 31, 2024 (Dollars in millions) 2025 2024 $ Change % Change Net cash provided by (used for) operating activities $ 2,113.8 $ 1,319.3 $ 794.5 60.2 % Net cash provided by (used for) investing activities (1,500.8) (201.7) (1,299.1) 644.1 Net cash provided by (used for) financing activities (72.3) (652.1) 579.8 (88.9) Capital expenditures (220.0) (167.0) (53.0) 31.7 Investments in capitalized software (6.4) (17.1) 10.7 (62.6) Net Cash provided by (used for) Operating Activities Net cash provided by operating activities was $2,113.8 in 2025, a $794.5 increase in cash generation compared to 2024.
For example, in 2024, we expanded and strengthened our supply base and manufacturing footprint in the US as part of our overall capacity strategy to grow with customer demand in the US.
We’re strengthening our supply base and manufacturing footprint in the U.S. and other strategic jurisdictions around the world as part of our overall capacity strategy to grow with customer demand in the U.S. and other jurisdictions.
Margin increased primarily due to higher sales volumes and manufacturing and procurement productivity. 40 Table of contents Europe, Middle East & Africa (Dollars in millions) December 31, 2024 December 31, 2023 $ Change % Change Net sales $ 1,793.4 $ 1,490.9 $ 302.5 20.3 % Operating profit (loss) 439.4 297.7 141.7 47.6 % Margin 24.5 % 20.0 % Europe, Middle East & Africa net sales of $1,793.4 in 2024 increased $302.5, or 20.3%, from 2023.
Europe, Middle East & Africa (Dollars in millions) December 31, 2025 December 31, 2024 $ Change % Change Net sales $ 1,824.4 $ 1,793.4 $ 31.0 1.7 % Operating profit (loss) 377.4 439.4 (62.0) (14.1) % Margin 20.7 % 24.5 % Europe, Middle East & Africa net sales of $1,824.4 in 2025 increased $31.0, or 1.7%, from 2024.
Unbilled revenue is recorded when performance obligations have been satisfied, but we do not have present right to payment. For agreements with multiple performance obligations, the Company is required to determine whether performance obligations specified in these agreements are distinct and should be accounted for as separate revenue transactions for recognition purposes.
For agreements with multiple performance obligations, the Company is required to determine whether performance obligations specified in these agreements are distinct and should be accounted for as separate revenue transactions for recognition purposes. In these types of agreements we allocate sales price to each distinct obligation on a relative stand-alone selling price basis.
Corp orate and other costs increased $6.8 compared to 2023 primarily due to a decrease in foreign currency loss of $6.7. 41 Table of contents Capital Resources and Liquidity Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments and debt service.
Corporate and other costs increased $122.9 compared to 2024 primarily due to an increase in restructuring costs and an increase in certain employee related costs. Capital Resources and Liquidity Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments and debt service.
For segment reporting Greater China, India and Asia are aggregated into one reportable business segment, refer to “Note 14 — Segment Reporting” of the accompanying consolidated financial statements for more information. 43 Table of contents We may assess our goodwill for impairment initially using a qualitative approach to determine whether it is more likely than not that the fair value of the reporting unit is greater than it’s carrying value.
We may assess our goodwill for impairment initially using a qualitative approach to determine whether it is more likely than not that the fair value of the reporting unit is greater than it’s carrying value. When performing a qualitative test, we assess various factors including industry and market conditions, macroeconomic conditions and performance of our businesses.
The increase in sales is primarily driven by higher sales volumes, partially offset by the negative impacts from foreign currency of $53.6. Product sales increased $974.0, which included negative impacts from foreign currency of $41.7. Services & spares sales increased $174.6, including the negative impacts from foreign currency of $11.9.
The increase in sales was primarily driven by higher sales volumes and the positive impacts from foreign currency of $49.6. Product sales increased $1,961.8, which included positive impacts from foreign currency of $37.5. Services & spares sales increased $256.3, including the positive impacts from foreign currency of $12.1.
Asia Pacific (Dollars in millions) December 31, 2024 December 31, 2023 $ Change % Change Net sales $ 1,717.8 $ 1,527.8 $ 190.0 12.4 % Operating profit (loss) 175.2 147.4 27.8 18.9 % Margin 10.2 % 9.6 % Asia Pacific net sales of $1,717.8 in 2024 increased $190.0, or 12.4%, from 2023.
Margin increased primarily due to the mix of product and service sales in addition to operational leverage. 40 Table of contents Asia Pacific (Dollars in millions) December 31, 2025 December 31, 2024 $ Change % Change Net sales $ 2,019.2 $ 1,717.8 $ 301.4 17.5 % Operating profit (loss) 222.1 175.2 46.9 26.8 % Margin 11.0 % 10.2 % Asia Pacific net sales of $2,019.2 in 2025 increased $301.4, or 17.5%, from 2024.
The increase in sales was primarily driven by higher sales volumes due to products increasing by $557.9 and service & spares increasing by $98.2. Americas net sales were negatively impacted by foreign currency of approximately $28.2. Operating profit (loss) in 2024 was $1,097.8, increase of $335.4 compared with 2023.
The increase in sales was primarily driven by higher sales volumes due to products increasing by $1,691.0 and sales of service & spares increasing by $194.7. The product growth was driven by broad-based strength across products and customer segments. Americas net sales were negatively impacted by foreign currency of approximately $6.3.
Generally, contract duration is short term, and cancellation, termination or refund provisions apply only in the event of contract breach. These provisions have historically not been invoked. Payment terms vary by the type and location of the customer and the products or services offered.
The majority of revenue from arrangements with multiple performance obligations is recognized when tangible products are delivered, with smaller portions for associated installation and commissioning recognized shortly thereafter. Generally, contract duration is short term, and cancellation, termination or refund provisions apply only in the event of contract breach. These provisions have historically not been invoked.
The $29.7 decrease is primarily driven by a $16.4 increase of interest income, a $12.2 reduction to interest expense as a result of our Term Loan amendments, and a $7.9 decrease in interest due to lower ABL Revolving Credit Facility borrowings during the period.
Interest Expense Interest expense, net, was $86.1 in 2025 compared to $150.4 in 2024. The $64.3 decrease is primarily driven by a $33.0 increase of interest income and a $26.1 reduction to interest expense as a result of our Term Loan amendments.
We continue to analyze measures to minimize the potential impacts of the new and proposed tariffs on our business operations, including but not limited to continued expansion of domestic manufacturing and our ability to incorporate tariff impacts into pricing decisions. • Capacity Expansion: We have invested in capacity expansion to meet current and anticipated additional customer demand.
We are continually analyzing and implementing strategic measures in an effort to minimize the financial and operational impacts of the new and proposed tariffs on our business operations, including, but not limited to, continued expansion of domestic manufacturing, alternative sourcing of components and parts regionally, increased sourcing of components and parts that qualify under applicable trade agreements, and continued evaluation of our ability to incorporate tariff impacts into pricing decisions for our products and services.
The Company’s five reporting units are comprised of the Americas; Greater China; India; Southeast Asia, Australia & New Zealand, Japan and South Korea (Asia); and Europe, Middle East & Africa.
The Company’s five reporting units are comprised of the Americas; Greater China; India; Asia; and Europe, Middle East & Africa. For segment reporting Greater China, India and Asia are aggregated into one reportable business segment, refer to “Note 13 — Segment Information” of the accompanying consolidated financial statements for more information.
Sales increases were driven by increased volumes due to products increasing by $265.7, and service & spares increasing by $36.8, and were negatively impacted by foreign currency of approximately $7.3. Operating profit (loss) in 2024 was $439.4, an increase of $141.7 compared with 2023. Margin increased primarily due to higher sales volumes and procurement driven productivity improvement.
Sales increases were positively impacted by foreign currency of approximately $67.4, with products increasing by $8.4, and service & spares increasing by $22.6. Operating profit (loss) in 2025 was $377.4, a decrease of $62.0, or 14.1%, compared with 2024.
The effective rate in 2024 was primarily influenced the changes in tax incentives, offset by net changes in valuation allowance and the tax impact of non-deductible changes in fair value of the warrant liabilities.
The effective rate in 2025 was primarily influenced by the mix of income between our U.S. and non-U.S. operations and net changes in valuation allowance offset by discrete benefits related to stock compensation.
Selling, General and Administrative Expenses Selling, general and administrative expenses (or “SG&A”) were $1,374.0 in 2024, an increase of $61.7 compared to 2023. SG&A as a percentage of sales were 17.1% in 2024 compared with 19.1% in 2023.
Margin was relatively flat as benefits from higher sales volume and improved price realization were offset by cost inflation, particularly related to tariffs. 39 Table of contents Selling, General and Administrative Expenses Selling, general and administrative expenses (or “SG&A”) were $1,617.8 in 2025, an increase of $243.8, or 17.7% compared to 2024.
We anticipate continuing to invest in capacity globally to provide the geographic presence that our customers need, and the ability to rapidly scale and to ensure resiliency. • Artificial Intelligence ("AI"): Increased maturity and adoption of AI and high-performance compute is currently impacting the data center industry and driving technology innovation, which has led to increased demand.
Great Lakes’ manufacturing operations in the U.S. and Europe broaden our execution capacity and accelerate the availability of pre-engineered rack and integrated infrastructure systems that address market needs for performance, scalability, and faster time to deployment. • Artificial Intelligence: Increased maturity and adoption of AI and high-performance compute is currently impacting the data center industry and driving technology innovation leading to increased demand.
See “Note 6 — Debt” of the consolidated financial statements for more detailed discussion of the material terms of the Notes and the Senior Secured Credit Facilities. At December 31, 2024, we had $1,227.6 in cash and cash equivalents, which includes amounts held outside of the U.S., primarily in Europe and Asia.
At December 31, 2025, we had $1,728.4 in cash and cash equivalents and $99.5 in short-term investments, which includes amounts held outside of the U.S., primarily in Europe and Asia. Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes.
The decrease was primarily due to a $23.3 decrease in restructuring costs and a $6.7 decrease in foreign currency loss, partially offset by increased amortization of intangibles of $2.9. 39 Table of contents Change in Fair Value of Warrant Liabilities Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the then outstanding Private Placement Warrants.
These remaining operating expenses were $267.7 for 2025, which was a $74.9 increase from 2024. The increase was due to a $49.2 increase in restructuring costs, increased amortization of intangibles of $16.2, a $6.8 decrease in other operating expense (income) primarily due to mark-to-market losses associated with economic hedges, and a $2.7 increase in foreign currency loss.
Removed
For example, since acquiring E&I in late 2021, we have approximately doubled our manufacturing capacity for switchgear, busbar and integrated solutions by opening new facilities and adding production to existing facilities. Additionally, in order to support our thermal management activity, we opened a new manufacturing facility in Pune, India in 2024.
Added
We are also continually monitoring the evolving macroeconomic environment, including monitoring inflationary and recessionary pressures resulting from the ongoing tariffs and geopolitical climate. These additional pressures could significantly impact the labor markets, exchange rates, customer demand, supply chain, capital markets and other economic conditions in the jurisdictions we operate throughout 2026 and beyond.
Removed
We also recently opened a new facility in Pelzer, South Carolina to support the production of modular solutions, modular power systems and other infrastructure systems.
Added
As we monitor this ever-changing situation, we have been adjusting, and will continue to adjust, our operational plans in an effort to mitigate the impact of these pressures on our business and financial performance. • Capacity Expansion : We have strategically invested in expanding our global capacity to meet both current and anticipated customer demand across key infrastructure segments.
Removed
These remaining other expenses were $192.8 for 2024, which was a $23.2 decrease from 2023.
Added
Since late 2021, Vertiv has more than doubled its manufacturing capacity for switchgear, busbar and integrated power solutions through the opening of new facilities and capacity increases at existing operations worldwide.
Removed
The change in fair value of these warrants was the result of changes in market prices of our common stock, and other observable inputs deriving the value of the financial instruments, and the exercise of 5,266,667 and 5,266,666 of the Private Placement Warrants in December 2024 and February 2023, respectively.
Added
These expansions support our ability to deliver critical power infrastructure at scale for data centers and other mission-critical applications amid accelerating demand, particularly driven by AI and high-performance computing workloads. To further support growth in thermal management solutions, we opened a new state-of-the-art manufacturing facility and test laboratory in Pune, India in 2024.
Removed
As of December 31, 2024, there were no Private Placement Warrants outstanding. Interest expense Interest expense, net, was $150.4 in 2024 compared to $180.1 in 2023.
Added
This site significantly enhances our ability to produce a broad range of cooling products — from in-row and wall-mount units to large direct expansion and free-cooling systems — while serving both domestic and global customers. 37 Table of contents We expanded our domestic infrastructure solutions manufacturing footprint in 2024 with the addition of a 215,000-square-foot facility in Pelzer, South Carolina.
Removed
Margin increased primarily due to higher sales volumes, manufacturing and procurement productivity, and improved price realization.
Added
This facility accelerates production of modular solutions, integrated power systems and other prefabricated infrastructure, enabling customers to reduce installation time and rapidly scale deployments. Looking ahead, we anticipate continuing to invest in capacity globally to ensure that we provide the geographic presence and operational resiliency our customers require, with the ability to rapidly scale in response to evolving demand.
Removed
The change was primarily driven by the improvement in trade working capital from prior year by $47.4 due to our trade working capital initiative, an increase in net income from operations of $35.6, and the non-cash impact of the change in fair value of warrant liabilities of $291.3. 42 Table of contents Net Cash provided by (used for) Investing Activities Net cash used for investing activities was $201.7 in 2024 compared to net cash used for investing activities of $139.1 in 2023.
Added
In addition to organic capacity growth, we expanded our solution capabilities through strategic acquisitions aligned with demand trends.
Removed
The increased use of cash over the comparable period was primarily driven by increased capital expenditures of $39.1, decreased proceeds from disposition of property, plant and equipment of $12.4, decreased proceeds from sale of business of $11.9, and an increased investment in capitalized software of $10.4, offset by the decrease in acquisition of business of $11.2.
Added
In August 2025, we acquired the Great Lakes Data Racks & Cabinets family of companies ("Great Lakes") for approximately $200 million, which enhances our rack, cabinet and integrated white-space infrastructure offerings, strengthening our position in delivering comprehensive solutions for AI, high-density computing, edge and hyperscale environments.
Removed
The increased use of cash over the comparable period was primarily the result of $599.9 of share repurchases of common stock, $32.7 increase in dividend payments, an d a $13.0 d ecrease in net cash received associated with equity-based compensation activity, offset by a decrease in year-over-year repayments of $235.0 on the ABL Revolving Credit Facility.
Added
We have invested in developing new product, services, and solutions to serve this growing industry.
Removed
When performing a qualitative test, we assess various factors including industry and market conditions, macroeconomic conditions and performance of our businesses.
Added
Further, we are focused on the continued growth and expansion of our portfolio geographically, as we leverage our best-in-class regional products and expand such offerings into other regions and globally. • Strengthened Services Capabilities : We continue to see attractive opportunities in our services business as customers increasingly prioritize reliability, performance optimization, and lifecycle management across more complex and mission-critical digital infrastructure environments.
Removed
Revenue recognition We recognize revenue from the sale of manufactured products and services when control of promised goods or services are transferred to customers in an amount that reflects the consideration that we expect to be entitled to in exchange for those goods or services.
Added
The growth of AI and high-density computing is further increasing the importance of services that support uptime, efficiency, and long-term system performance. Our services portfolio spans project-based and lifecycle offerings with an increasing emphasis on software-enabled and data-driven capabilities that allow us to engage earlier in the deployment cycle and remain embedded throughout the operational life of customer infrastructure.
Removed
In these types of agreements we allocate sales price to each distinct obligation on a relative stand-alone selling price basis. The majority of revenue from arrangements with multiple performance obligations is recognized when tangible products are delivered, with smaller portions for associated installation and commissioning recognized shortly thereafter.
Added
We have continued to enhance these capabilities through targeted investments and acquisitions. These acquisitions strengthen our software and automation capabilities, enabling advanced analytics, orchestration, and AI-driven insights across complex infrastructure environments.
Added
For example, our acquisition of Purge Rite Intermediate, LLC ("PurgeRite") in December 2025 expands our thermal services capabilities, supporting system cleanliness, reliability, and performance, particularly in liquid-cooled and hybrid cooling applications. Refer to "Note 2 - Acquisitions" for additional information on this acquisition.
Added
Together, these investments support our integrated systems-level approach and strengthen the value proposition of our services offering. • Strategic Partnerships: We continue to pursue strategic partnerships and investment opportunities that enhance our technology capabilities and support the delivery of scalable, resilient infrastructure solutions as customer requirements evolve.

… 22 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+2 added−0 removed7 unchanged
Biggest changeA discussion of our accounting policies for derivative instruments and hedging activities is included in “Note 1 – Summary of Significant Accounting Policies”. Information relating to market risks is presented in “Note 12 - Financial Instruments and Risk Management” in the Notes to Consolidated Financial Statements and is incorporated by reference into Part II of this Annual Report.
Biggest changeA discussion of our accounting policies for derivative instruments and hedging activities is included in “Note 1 – Description of Business and Summary of Significant Accounting Policies”.
We enter into one-month foreign exchange forwards to mitigate exposures of fluctuations in currencies such as European Euro, Chinese Yuan, and Great British Pound on the carrying amount of foreign currency-denominated assets, liabilities, commitments and, when applicable, we enter into foreign currency exchange forwards for generally less than one year to mitigate the exposure to certain anticipated foreign currency transactions.
We enter into one-month foreign exchange forwards to mitigate exposures of fluctuations in currencies such as the Euro, Chinese Yuan, British Pound, and Mexican Peso on the carrying amount of foreign currency-denominated assets, liabilities, commitments and, when applicable, we enter into foreign currency exchange forwards for generally less than one year to mitigate the exposure to certain anticipated foreign currency transactions.
At December 31, 2024, there were no borrowings outstanding under the ABL Revolving Credit Facility and there was an outstanding principal amount of $2,097.0 on the Term Loan, due 2027 with a borrowing rate of 6.19%.
At December 31, 2024, there were no borrowings outstanding under the ABL Revolving Credit Facility, and there was an outstanding principal amount of $2,097.0 on the Term Loan, due 2032 with a borrowing rate of 6.19%. Cash and cash equivalents were $1,728.4 and $1,227.6 at December 31, 2025 and 2024, respectively.
Based on the outstanding balances of floating rate debt, net of interest rate swap agreements, our annual net interest expense would increase (decrease) in variable interest rates at December 31, 2024 and 2023 by approximatel y: Basis point change scenario December 31, 2024 December 31, 2023 +100 $ 11.0 $ 11.2 +200 21.9 22.4 45 Table of contents Commodity Risk We are subject to commodity risk from fluctuating prices of certain raw materials, steel, copper and aluminum and electronic components.
Based on the outstanding balances of floating rate debt, net of interest rate swap agreements, our annual net interest expense would increase with increases in variable interest rates at December 31, 2025 and 2024 by approximately: Basis point change scenario December 31, 2025 December 31, 2024 +100 $ 10.8 $ 11.0 +200 21.5 21.9 Commodity Risk We are subject to commodity risk from fluctuating prices of certain raw materials, steel, copper and aluminum and electronic components.
In order to mitigate interest rate risk, we entered into interest rate swap agreements with a notional amount of $1,000.0 that will remain until the maturity of the Term Loan in 2027. The swap transactions exchange floating rate interest payments for fixed rate interest payments on the notional amount to reduce interest rate volatility.
In order to mitigate interest rate risk, we entered into interest rate swap agreements with a notional amount of $1,000.0 that hedge our Term Loan Credit Agreement due 2032 until they mature in March 2027. The swap transactions exchange floating rate interest payments for fixed rate interest payments on the notional amount to reduce interest rate volatility.
To partially mitigate this exposure, we enter into economic hedges for copper and aluminum. Additional information relating to market risks is presented in “Note 12 - Financial Instruments and Risk Management” in the Notes to Consolidated Financial Statements and is incorporated by reference into Part II of this Annual Report.
Information relating to market risks is presented in “Note 11 – Financial Instruments and Risk Management” in the Notes to Consolidated Financial Statements and is incorporated by reference into Part II of this Annual Report.
We have translation exposure resulting from translating the financial statements of foreign subsidiaries into United States Dollars. During 2024, we hedged portions of the net investment in foreign subsidiaries against fluctuations in th e European Euro and Chinese Yuan through derivative financial instruments.
We have translation exposure resulting from translating the financial statements of foreign subsidiaries into U.S. Dollars. We hedge portions of the net investment in foreign subsidiaries against fluctuations in the Chinese Yuan through derivative instruments.
At December 31, 2023, were no borrowings outstanding under the ABL Revolving Credit Facility, and there was an outstanding principal amount of $2,118.1 on the Term Loan, due 2027 with a borrowing rate of 7.97%. Cash and cash equivalents were $1,227.6 and $780.4 at December 31, 2024 and 2023, respectively.
At December 31, 2025, there were no borrowings outstanding under the ABL Revolving Credit Facility and there was an outstanding principal amount of $2,076.1 on the Term Loan, due 2032 with a borrowing rate of 5.61%.
Added
To partially mitigate this exposure, we enter into economic hedges for copper and aluminum.
Added
Based on the outstanding economic hedges for a hypothetical 10% increase and decrease in commodity prices, the Company would experience a gain of $15.8 and a loss of $13.2, respectively. 45 Table of contents Additional information relating to market risks is presented in “Note 11 – Financial Instruments and Risk Management” in the Notes to Consolidated Financial Statements and is incorporated by reference into Part II of this Annual Report.

Other VRT 10-K year-over-year comparisons