VRT 10-K & 10-Q changes, risk factors and insider trading

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 AboutNote Regarding Forward-Looking Statements,” “Risk Factor Summary,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto included elsewhere in this Annual Report, before investing in our securities. We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially adversely affect our operations. Any of the following risks could materially and adversely affect our business, financial condition, results of operations or prospects. However, the selected risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition, results of operations or prospects. In such a case, the trading price of our securities could decline and you may lose all or part of your investment in us. Unless the context otherwise requires, all references in this subsection to the “Company,” “Vertiv,” “we,” “us” or “our” refer to Vertiv Holdings Co and its consolidated subsidiaries following the Business Combination, other than certain historical information which refers to the business of Vertiv prior to the consummation of the Business Combination.

We rely on the continued growth of our customers’ networks,critical infrastructure systems, in particular data center and communication networks,infrastructure, to grow our business, operations and revenue, and any decreases in demand in these networksinfrastructures could lead to a decrease in demand for our product offerings.

A substantial portion of our business depends on the continued growth of our current and potential customers’ data centers and communication networks.infrastructure demand. If these networksdata 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 could decrease for our product offerings,offerings could decrease, which would have an adverse effect on our business, results of operations and financial condition.

The longlength of the sales cyclescycle 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,period-to-period, which could make our future operational results less predictable.

A customer’s decision to purchase certain of our products or solutions, particularly products new to the market or long-term end-to-end solutions, may involve a lengthy contracting, design and qualification process. In particular, customers deciding on the design and implementation of large deployments may have lengthy and unpredictable procurement processes that may delay or impact expected future orders, including customers canceling orders based on unforeseen changes to their businesses. As a result, the order booking and sales recognition process is often uncertain and unpredictable, with some customers placing large orders with short lead times on little advance notice and others requiring lengthy, open-ended processes that may change depending on global or regional economic weakness.conditions. This unpredictability may cause our revenues and operating results to vary unexpectedly from quarter-to-quarter and year-to-year, making our future operational results less predictable.

Our backlog consists of the value of product and service orders for which we have received a customer purchase order or purchase commitment andis whichreceived, havebut has not yet been delivered. As of December 31, 20242025 and 2023,2024, Vertiv’s estimated combined order backlog was $7.2approximately $15.0 billion and $5.5$7.2 billion, respectively. The majority of our combined backlog is considered firm and expected to be delivered within one12 year.to 18 months. Our customers have the right in some circumstances, usually with penalties or other termination consequences, to reduce or defer firm orders in backlog. If customers terminate, reduce or defer firm orders, the revenue we expect to generate from our backlog may not be fully realized. Additionally,Also, becausedue ofto our significantlarge backlog, therepricing changes may take longer to be significant delays between the time that we alter the prices we charge customers for our offerings and new orders and the time such price changes are reflected in our financial results.

The disruption of ourOur customers’ markets could occursuffer disruption due to a number of factors, including government policy changes, local zoning decisions, community opposition or temporary or permanent local moratoria that limit or restrict the siting, construction or expansion of data centers and other critical digital infrastructure, industry consolidations or the shifting of market size and purchasing power among customers. Such consolidations or other disruptions may result in certain parties gaining additional purchasing leverage and, consequently, increasing the product pricing pressures facing our business. SuchEvolving changescustomer couldstrategy impactresulting spending as customers evolve their strategies or integrate acquired operations. For example, if industryfrom consolidation results in there being fewer customers, the loss of any one customer could have a material impact on results not anticipated in a customer marketplace composed of more numerous participants. Anyor reduction in customertechnology spendingspend oncould technologicallead development asto a resultsignificant decline in business with, or pricing pressure from, one or more of theseour andkey othercustomers, factorswhich could haveadversely an adverse effect onaffect our business, results of operations and financial condition.

LargeLarger companies, such as communication network and cloud/hyperscale and colocation data center providers,customers often require more favorable terms and conditions inthat ourare contracts,more favorable to the customer, which could result in downward pricing pressures on our business.

Large companies,customers, such as larger communication network andnetwork, cloud/hyperscalehyperscale, neocloud, and colocation data center providers, comprise a material portion of our customer base and generally have greater purchasing power than smaller entities.customers. Accordingly, these customers often have enhanced leverage that allow them to require more favorable terms and conditions in their contracts with us.us, Consolidationincluding amongin suchconnection largewith customerslarge, couldmulti-year furtherprojects increaseto theirsupport buyingartificial powerintelligence and abilityother tohigh-density requirecompute more onerous terms.workloads. In addition, these customers may impose substantial penalties for any product or service failures caused by us or the failure by us to timely deliver products ordered by those customers.customers and may seek more stringent performance, service-level and delivery commitments as the scale and urgency of their projects increase. 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 thatcould affect the timing of our cash flows and ability to recognize revenue,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.

We have long-term, fixed-price contracts (including long-term, turnkey projects). Our failure to mitigate certain risks or accurately estimate our costs associated with fulfillment of such contracts may result in excess costs and penalties.

The areasindustries and markets in which we provide our product and solution offeringsoperate are highly competitive, and we experience competitive pressures from numerous and varied competitors.

We encounter competition from numerous and varied competitors targeting all areas of our business on a global and regional basis. We compete with other providers primarily on the basis of our technology, reliability, quality, price, service and customer relationships. A significant element of our competitive strategy is focused on delivering reliable, high-quality products and solutions at the best relative global cost. If our products, services, and cost structure do not enable us to compete successfully based on any of those criteria,successfully, we may experience a decline in product sales and a corresponding loss of customers.

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,us, primarily include:

•Large-scale, global competitors with broad product portfolios and service offerings. These competitors may have comparatively greater financial, technical and marketing resources available to them compared to the resources allocated to our products and services that compete against their products and services. Competitors within this categorywould include Schneider Electric, S.E., Eaton Corporation Plc, Legrand SA, and Huawei Investment & Holding Co., Ltd, each of which havehas a large, global presence and compete directly in the markets in which we operate. If we do not successfully anticipate technological shifts, market needs and opportunities, we may not be able to compete effectively and our ability to generate revenues will suffer. Industry consolidation may also impact the competitive landscape by creating larger, more homogeneous and potentially stronger competitors in the markets in which we operate.

•Offering-specific competitors with products and services that compete globally but with a limited set of product offerings.offerings, which would include Delta Electronics, Inc., Stulz GmbH, Johnson Controls International PLC, and Socomec Holding SA. These competitors may be able to focus more closely on a particular product or service segment of the market and apply targeted financial, technical and marketing resources in ways that we cannot,do not, potentially leading to stronger brand recognition, technological advancement and more competitive pricing within that targeted segment.

•Regional or country-level competitorscompetitors. These are competitors that compete with us in a limited geographic area.

Failure to obtain performance and other guarantees from financial institutions, may prevent us from bidding on or obtaining certain contracts, or causeincrease our costs with respect to such contracts to be higher.contracts.

In accordance with industry practice, for certain project opportunitiesopportunities, including large data center, artificial intelligence and other complex infrastructure projects, we are required to provide guarantees, including bid-bonds, advance payment and performance guarantees. Some customers require these guarantees to be issued by a financial institution, and historic global financial conditions have in the past, and may in the future, make it more difficult and expensive to obtain these guarantees.guarantees or may limit the capacity of financial institutions to issue them at the levels or on the terms we require. If we cannot obtain such guarantees on commercially reasonable terms or at all, we could be prevented from bidding on or obtaining such large project contracts, or our costs for such contracts could be higher and, in either case, could have an adverse effect on our business, results of operations and financial condition.

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 reasonableacceptable prices. Additionally, ourSuccessful operations depend on our ability to accurately anticipate these needs and prices. We have a large number of providers to support our global operations and breadth of offerings.offerings, In addition, certainsome of our supplierswhom are also competitors withof usours in one or more parts of our business and those suppliers may decide to discontinue business with us. As described in our prior filings, at times in the past we did not accurately anticipate the magnitude of inflationary cost increases inand costscustoms ofduties and tariffs for our materials, freight and labor, aswhich aresulted result of whichin such cost increases werenot notbeing immediately reflected in the prices for our offerings. 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.labor - Our products rely on a variety of raw materials and components, including steel, copper, aluminum and various electronic components. We may experience a shortage of, or a delay in receiving, such materials or components because of strong demand, supplier constraints or other operational disruptions. Moreover, prices and custom duties and tariffs for some of these materials and components have historically been volatile and unpredictable. We also rely upon labor and third-party freight services to produce and deliver our offerings to our customers. In the past few years, we experienced significant increases in material, freight and labor costs.costs and custom duties and tariffs. If we are unable to secure necessary supplies at reasonable prices or acceptable quality, we may be unable to manufacture products, fulfill service orders or otherwise operate our business. We may also be unable to offset unexpected increases in material and component costs with our own price increases without suffering reduced volumes, revenues or operating income.

•Contractual terms.terms - As a result of long-term price or purchase commitments in contracts with our suppliers, we may be obligated to purchase materials, components or services at prices higher than those available in the current market, which may put us at a disadvantagecompetitive to competitors who have access to components or services at lower prices, impact our gross margin,disadvantage, and, if these issues impact demand, may result in additional charges for inventory obsolescence. In addition, to secure the supply of certain materials and components on favorable terms, we may make strategic purchases of materials and components in advance or enter into non-cancelable commitments. If we fail to properly anticipate demand properly,demand, we may have an oversupply which could result in excess or obsolete materials or components.

•Contingent workers.workers - In some locations, we rely on third-party suppliers for the provision of contingent workers, and our failure to manage such workers effectively could adversely impact our results of operations. We may also be subject to labor shortages, oversupply, or fixed contractual terms relating to the contingent workforce, and our ability to manage the size of, and costs for, such contingent workforce may be further constrained by local laws or future changes to such laws.

•Single-source suppliers.suppliers - We obtain certain materials or components from single-source suppliers due to technology, availability, price, quality or other considerations. Replacing a single-source supplier could delay production of some products because replacement suppliers, if available, may be subject to capacity constraints or other output limitations.

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,manner, we may not be able to compete effectively against our global competitors and, as a result, our ability to generate revenues will suffer.

We believe that our future success will depend in part upon our ability to anticipate technology shifts, such as the growth in artificial intelligence, and to enhance and develop new products and services that meet or anticipate such technology changes. Any such developments will require continued investment in engineering, capital equipment, marketing, customer service and technical support. For example, we will need to anticipate potential market shifts to more efficient products, alternative power architectures, cooling technologies (such as liquid cooling)technologies, and energy storage that could diminish the demand for our existing offerings or affect our margins.

Also, our primary global competitors are sophisticated companies with significant resources that may develop superior products and services or may adapt more quickly to new technologies and technology shifts, industry changes or evolving customer requirements.requirements, including through strategic partnerships with other participants in the digital infrastructure value chain. 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 productsproducts, 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.

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.

We rely on our IT and information systemssecurity 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 administrationadministration, engineering, manufacturing and operations functions, and other general aspects of our business. These information systems, including sensitive data stored through cloud-based services that may be hosted by third parties and in data center infrastructureor maintained by third parties, may be vulnerable to attackdisruption, or breach. Any suchdowntime, attack or breach that could compromise such information systems, resulting in disruptions or interruptions in our business operations or fraud, ransom attack or theft of our, or our customers',customers' and suppliers', proprietary or sensitive information which could be accessed, publicly disclosed, misused, stolen or lost. This could impede our sales, disrupt or prevent manufacturing, distribution or other critical functions or harm our customers,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. 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 technologyIT systems and networks, including AI applications, we are subject to an increased risk to the secure operation of these systems and networks. 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 information technologyIT systems and networks and ensuring that we have skilled personnel to assist in ensuring continued security, is critical to our business operations and strategy. Information technologyIT security threats from user error to attacks designed to gain unauthorized access to our systems, networks and data are increasing in frequency and sophistication.

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 productsproducts, services and compromise the network security of our customers. If an actual or perceived breach of network security occurs, 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.

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. 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 systemssecurity systems, and enhancements to our current systems may be costly and disruptive to our operations.

Our implementation of new IT, information systemssecurity systems, and enhancementsenhancements, including AI, to current systems, including those relating to our enterprise resource plan, human capital management and product lifecycle systems, are costly and have in the past and may in the future be disruptive to our operations.operations, Problems,problems, disruptions, delays or other issues in the design and implementation of thesesuch systems or enhancements have in the past and could in the future adversely impactimpacting our forecasting and planning abilities, and our ability to process customer orders, ship products, provide service and support to our customers, bill and collect in a timely manner from our customers, fulfill contractual obligations, accurately record and transfer information, recognize revenue, file securities, governance and compliance reports in a timely manner or otherwise run our business. If we are unable to successfully design and implement these new systems, enhancements, and processes as planned, if the length of time or costs are greater than anticipated, if they result in further disruptions, or if they do not operate as anticipated, our business, results of operations and financial condition could be negatively impacted. Additionally, the benefits of these new systems may not be realized until they are fully implemented and testing has been completed.

We have and continue to undertake rationalization, restructuring, and realignment initiatives to reduce our overall cost base and improve efficiency. There can be no assurance that we will fully realize the benefits of such efforts as anticipated, and we may incur additional and/or unexpected costs to realize them. These actions could yield other unintended consequences, such as distraction of management and employees, business disruption, reduced employee morale and productivity, and unexpected employee attrition, including the inability to attract or retain key personnel. If we fail to achieve the expected benefits of any rationalization, restructuring, or realignmentsuch 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.

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.

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 taxestaxes, including the implementation of any global minimum tax for corporations, and theour extent to which we are ableability 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. OurFurther, 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. Changes in tax laws and rates or other regulatory actions may significantly impact the positions taken with regard to tax contingencies and we may be subject to audit and review by tax authorities, which may result in future taxes, interest and penalties. Additionally, final laws enacting the Organization for Economic Co-operation and Development's global minimum tax framework ("Pillar Two Laws") are effective beginning in 2024 in the European Union and other countries where we do business. The Company faces uncertainty related to the potential implementation of Pillar Two Laws in other countries where we operate. We are continuing to monitor the legislative process and evaluate the potential impact of implementation of Pillar Two Laws by other countries. We are regularly subject to audits by tax authorities. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical income tax provisions and accruals. Economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes more difficult and may lead to unpredictability in our tax estimates. The results of an audit or litigation could adversely affect our financial statements in the period or periods for which that determination is made and may have negative impacts on future periods as well. Additionally, actions brought by such foreign taxing authorities could impact our licenses, permits, or certifications in that jurisdiction, which could affect our ability to operate in that jurisdiction. If we lost our ability to operate in jurisdictions, especially those where we have manufacturing facilities, our results of operations and financial performance could be materially impacted.

TheOur 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. Additionally, customer application requirements changing, or using products outside of the originally intended performance envelope, could lead to inadequate testing and/or application failure mode analysis. Defects could expose us to product warranty claims, including substantial expense for the recall and repair or replacement of a product or component, and product liability claims, including liability for personal injury or property damage. 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 any such claim.resolve. We may be required to pay for losses or injuries purportedly caused by the design, manufacture, installation or operation of our products or by solutions performed by us or third parties.

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 expensesexpenses, field service work for quality remediation, and our customers’ inability to operate their enterprises. Such defects could also negatively impact customer satisfaction and sentiment, generate adverse publicity, reduce future sales opportunities and damage our reputation or the reputation of one or more of our brands. Any of these outcomes could have an adverse effect on our results of operations and financial condition.

The global scope of our operations, especially in emerging markets,business poses specific operational risks and challengeschallenges, withincluding respectthose relating to operations,disruptive global events and forces, compliance with lawslaws, and enforcement of consistent company-wide standards and procedures.procedures; additional or exacerbated risks may exist in emerging markets.

As of December 31, 2024,2025, we employed approximately 31,00034,000 people globally and had manufacturing facilities and service centers in the Americas, Asia Pacific and Europe, Middle East & Africa. We generate substantial revenue outside of the US, including sales in emerging markets, and expect that foreign revenue will continue to represent a significant portion of our total revenues. InManaging orderdaily toglobal manageoperations ourrequires day-to-day operations, we must overcomeovercoming cultural and language barriersbarriers, and assimilateassimilating different business practices.practices, Increating addition, we are required to create compensation programs,compensation, employment policies and other administrative programs and practices that comply withacross thea lawsspectrum of multiple countries, as well as, contractual labor requirements with unions in countries where we operate with local labor unions.countries. We also must communicate and monitor company-wide standards and directives across our global network. Our failure to successfully manage our geographically diverse operations and our contractual and regulatory obligations could impair our ability to react quickly to changing business and market conditions and to enforce compliance with company-wide standards and procedures.

Serving a global customer base requires that we place more materials, production and service assets in emerging markets to capitalize on market opportunities and maintain our cost position. NewerEmerging 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. 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. In addition, foreign governments may decide to implement tax and other policies that favor their domestic manufacturers at the expense of international manufacturers. 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 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.

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. We aim to help create a world where critical technologies always work, and where we empower the vital applications of the digital world.

•IncreasedTrade Tariffsand Economic Uncertainty: The global trade and economic environment continues to evolve rapidly.rapidly with the imposition of new U.S. tariffs and retaliatory tariffs being imposed by foreign countries. In response to these escalating pressures and the geopolitical and macroeconomic uncertainties surrounding global supply chains,chains and customer demand, we continue to pursue aour supply chain strategy of supplier and geographic resilience. This includesincludes, addingbut is not limited to, continuing to add regional sourcing and manufacturing optionscapabilities and capacity to complement our existing global supply chain. ForWe’re example, in 2024, we expanded and strengthenedstrengthening our supply base and manufacturing footprint in the USU.S. and other strategic jurisdictions around the world as part of our overall capacity strategy to grow with customer demand in the US.U.S. and other jurisdictions.

The imposition of new U.S. tariffs,tariffs asand wellforeign as the possibility ofcountry retaliatory tariffstariffs, or the proposed imposition of additional or similar tariffstariffs, in jurisdictions where we have manufacturing facilities or where our clientscustomers operate wouldcould increase our cost of doing business. We continue to analyze measures to minimize the potential impacts of the newbusiness and proposedcould tariffssignificantly onimpact our businessfinancial operations, including but not limited to continued expansion of domestic manufacturing and our ability to incorporate tariff impacts into pricing decisions.performance.

•Artificial Intelligence ("AI"): Increased maturity and adoption of AI and high-performance compute is currently impacting the data center industry and driving technology innovation,innovation which has ledleading to increased demand. TheWe Company hashave invested in developing new product, services, and solutions to serve this growing industry,industry. isWith this, we are increasing capacity to support additional demand for AI infrastructure as necessarynecessary, 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.demand. The complexity of hybrid air and liquid cooling created by AI workloads presents significant opportunities for innovation within, and expansion of, the entire thermal chain to better optimize performance, power utilization, control, and heat re-use. Our investment and expansion efforts are directed at capturing new technologies across the entire thermal chain from chip to heat rejectionrejection, and re-usere-use, and more to meet growing demands. 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.

Net sales were $8,011.8$10,229.9 in 2024,2025, an increase of $1,148.6,$2,218.1, or 16.7%,27.7%, compared with $6,863.2$8,011.8 in 2023.2024. The increase in sales iswas primarily driven by higher sales volumes,volumes partially offset byand the negativepositive impacts from foreign currency of $53.6.$49.6. Product sales increased $974.0,$1,961.8, which included negativepositive impacts from foreign currency of $41.7.$37.5. Services & spares sales increased $174.6,$256.3, including the negativepositive impacts from foreign currency of $11.9.$12.1.

Cost of sales were $5,077.6$6,514.7 in 2024,2025, an increase of $614.9,$1,437.1, or 13.8%28.3% compared to 2023.2024. The increase in cost of sales was primarily driven by the impact of higher volumes. Gross profit was $2,934.2$3,715.2 in 2024,2025, or 36.6%36.3% of sales, compared to $2,400.5,$2,934.2, or 35.0%36.6% of sales in 2023.2024. Margin increasedwas primarilyrelatively dueflat toas benefits from higher sales volume and improved price realization.realization were offset by cost inflation, particularly related to tariffs.

Selling, general and administrative expenses (or “SG&A”) were $1,374.0$1,617.8 in 2024,2025, an increase of $61.7$243.8, or 17.7% compared to 2023. SG&A as a percentage of sales were 17.1% in 2024 compared with 19.1% in 2023.2024. The increase in SG&A was primarily driven by $45.8increased compensation costs. SG&A as a percentage of highersales compensationwere costs,15.8% professionalin service2025 feescompared ofwith $18.117.1% inclusivein of a one-time supplier expense, and increased IT and research and development expense.2024.

The remaining other operating expenses include amortization of intangibles, restructuring costs, foreign currency (gain) loss, and other operating expense (income). These remaining otheroperating expenses were $192.8$267.7 for 2024,2025, which was a $23.2$74.9 decreaseincrease from 2023.2024. The decreaseincrease was primarily due to a $23.3$49.2 decreaseincrease in restructuring costs and a $6.7 decrease in foreign currency loss, partially offset bycosts, increased amortization of intangibles of $2.9.$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.

Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the then outstanding Privateprivate Placement Warrants.warrants. The change in fair value of the then outstanding Privateprivate Placement Warrantswarrants during 2024 and 2023 resulted in a loss of $449.2$449.2. andCote $157.9,SPAC respectively.I TheLLC 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 Warrantselected in December 2024 andto Februaryexercise 2023,the respectively.remaining 5,266,667 outstanding private warrants on a cashless basis as permitted under the warrants, in exchange for which the Company issued 4,812,521 shares of Class A common stock. As of December 31, 2025 and 2024, there were no Private Placement Warrantswarrants outstanding.

Interest expense, net, was $150.4$86.1 in 20242025 compared to $180.1$150.4 in 2023.2024. The $29.7$64.3 decrease is primarily driven by a $16.4$33.0 increase of interest income,income and a $12.2$26.1 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.amendments. 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 TaxesTax Expense

Income tax expense was $269.6$409.1 in 20242025 compared to $73.5$269.6 in 2023.2024. The effective rate in 20242025 was primarily influenced by the changesmix inof taxincome incentives,between offsetour byU.S. and non-U.S. operations and net changes in valuation allowance andoffset theby taxdiscrete impactbenefits ofrelated non-deductibleto changesstock in fair value of the warrant liabilities.compensation. In 2023,2024, 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.

Income tax expense in 20242025 was $196.1$139.5 higher than 20232024 primarily due to the increased financial performance, changes in non-U.S tax holidays and incentives and the change in valuation allowance.

Americas net sales of $4,500.6$6,386.3 in 20242025 increased $656.1,$1,885.7, or 17.1%,41.9%, from 2023.2024. The increase in sales was primarily driven by higher sales volumes due to products increasing by $557.9$1,691.0 and sales of service & spares increasing by $98.2.$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 $28.2.$6.3.

Operating profit (loss) in 20242025 was $1,097.8,$1,714.3, an increase of $335.4$616.5, or 56.2%, compared with 2023.2024. Margin increased primarily due to higherthe mix of product and service sales volumes,in manufacturingaddition andto procurementoperational productivity, and improved price realization.leverage.

Operating profit (loss) in 20242025 was $175.2,$222.1, an increase of $27.8$46.9, or 26.8%, compared with 2023 mainly driven by sales from product mix.2024. Margin increased primarily duedriven toby higheroperational salesleverage, volumescost improvement actions, and manufacturinggeographical and procurement productivity.mix.

Europe, Middle East & Africa net sales of $1,793.4$1,824.4 in 20242025 increased $302.5,$31.0, or 20.3%,1.7%, from 2023.2024. Sales increases were drivenpositively impacted by increasedforeign volumescurrency dueof toapproximately $67.4, with products increasing by $265.7,$8.4, and service & spares increasing by $36.8, and were negatively impacted by foreign currency of approximately $7.3.$22.6.

Operating profit (loss) in 20242025 was $439.4,$377.4, ana increasedecrease of $141.7$62.0, or 14.1%, compared with 2023.2024. Margin increasederosion was primarily due to higherthe salesmix volumesof product and procurementservice drivensales, productivityoperational improvement.inefficiencies, and increased capacity to support future global demand.

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$283.7 and $154.0$160.8 in 20242025 and 2023,2024, respectively. Corporate and other costs increased $6.8$122.9 compared to 20232024 primarily due to aan decreaseincrease in foreignrestructuring currencycosts lossand ofan $6.7.increase in certain employee related costs.

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$226.4 in 2024.2025. We expect to have capital expenditures (including capitalized software) of $250$425 to $300$525 in 2025.2026 in order to support capacity expansion across the business.

We, through our subsidiaries, are party to certain indebtedness arrangements, including the Senior Secured Notes,Notes due 2028, with an outstanding principal amount of $850.0 as of December 31, 20242025 (the “Notes”), the Term Loan,Loan due 2027,2032, with an outstanding principal amount of $2,097.0$2,076.1 as of December 31, 20242025 (the “Term Loan”), and the ABL Revolving Credit Facility,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, 20242025 (the “ABL Revolving Credit Facility” and collectively with the Term Loan, the “Senior Secured Credit Facilities”). SeeOur “NoteTerm 6Loan's —maturity Debt”was ofextended thefrom consolidated2027 financialto statements2032 forthrough morean detailedamendment discussionwhich ofwas theexecuted materialon termsAugust of12, the Notes and the Senior Secured Credit Facilities.2025.

At December 31, 2024,2025, we had $1,227.6$1,728.4 in cash and cash equivalents,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. 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. At December 31, 2024,2025, Vertiv had $784.9$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 $15.1,$16.0, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility.

We believe our current cash and cash equivalent levels, augmented by availability under the ABL Revolving Credit Facility, will provide adequate near-term liquidity for the next 12 months of independent operations, as well as the resources necessary to invest for growth in existing businesses and manage our capital structure on a short- and long-term basis. We expect to continue to opportunistically access the capital and financing markets from time to time. Access to capital and the availability of financing on acceptable terms in the future will be affected by many factors, including our credit rating, economic conditions, and the overall liquidity of capital markets. There can be no assurance that we will continue to have access to the capital and financing markets on acceptable termsterms.

Net cash used by financing activities was $652.1$72.3 in 20242025 compared to $247.5$652.1 of net cash used by financing activities in 2023.2024. The increaseddecrease use ofin cash overused thein comparable period2025 was primarily the result of a $599.9 ofdecrease sharein repurchases of common stock,shares $32.7and a $6.6 decrease in proceeds from the exercise of employee stock options, offset by a $24.4 increase in dividend payments, and a $13.0$10.7 decrease in netemployee cashtaxes receivedpaid associatedfor withshares equity-based compensation activity, offset by a decrease in year-over-year repayments of $235.0 on the ABL Revolving Credit Facility.withheld.

•forecasted earnings before interest, taxes, depreciation, and amortization;

We account for goodwill acquired in a business combination in conformity with current accounting guidance, which does not allow for goodwill to be amortized. We review goodwill for impairment annually in the fourth quarter or when events and circumstances indicate an impairment may have occurred. The impairment assessment for goodwill is performed at the reporting unit level. 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. For segment reporting Greater China, India and Asia are aggregated into one reportable business segment, refer to “Note 1413 — Segment ReportingInformation” of the accompanying consolidated financial statements for more information.

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. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services. The majority of our sales agreements contain performance obligations satisfied at a point in time when control is transferred to the customer. 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 or product delivery are recorded as deferred revenue and recognized in net sales when the revenue recognition criteria are met. Unbilled revenue is recorded when performance obligations have been satisfied, but we do not have present right to payment.

We are subject to income taxes in the United States and numerous foreign jurisdictions. Judgment in the forecasting of taxable income using historical and projected future operating results is required in determining our provision for income taxes and the related assets and liabilities. The provision for income taxes includes income taxes paid, currently payable or receivable, and deferred taxes. Under U.S. GAAP, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Deferred tax assets are also recognized for the estimated future effects of tax loss and credit carryforwards. The effect on deferred taxes of changes in tax rates is recognized in the period in which the enactment date occurs. Valuation allowances are established when necessary on a jurisdictional basis to reduce deferred tax assets to the amounts expected to be realized. Deferred taxes are not provided on the unremitted earnings of subsidiaries outside of the United StatesU.S. when it is expected that these earnings are indefinitely reinvested. In the event that the actual outcome of future tax consequences differs from our estimates and assumptions due to changes or future events such as tax legislation, geographic mix of earnings, completion of tax audits or earnings repatriation plans, the resulting change to the provision for income taxes could have a material effect on the Consolidated Statements of Earnings (Loss) and Consolidated Balance Sheets.

Other than as noted below, the Company's risk factors, as of MarchJune 31,30, 2026, have not materially changed from those described in Part 1, Item 1A of our 2025 Form 10-K for the fiscal year ended December 31, 2025.

These forward-looking statements involve a number of risks, uncertainties (or other assumptions, some of which are beyond Vertiv’sVertiv's control)control, or other assumptions, whichand may change over time, and that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Vertiv has previously disclosed risk factors in its Securities and Exchange Commission (“SEC”) reports, including those set forth in its Form 10-K for the year ended December 31, 2025 filed on February 13, 2026 (the "2025 Form 10-K"). These risk factors and those identifiedincluded elsewhere in this Form 10-Q, among others, could cause actual results to differ materially from historical performance and include, but are not limited to: risks relating to the continued growth of our customers’ markets; long sales cycles for certain Vertiv products and solutions as well as unpredictable placing or cancelling of customer orders; failure to realize sales expected from our backlog of orders and contracts, disruption of or consolidation in our customer’s markets or categorical shifts in customer technology spending; less leverage with large customer contract terms; failure to mitigate risks associated with long-term fixed price contracts; competition in the industry in which we operate; failure to obtain performance and other guarantees from financial institutions; risks associated with governmental contracts; failure to properly manage production cost changes and supply chain; failure to anticipate market change and competition in the infrastructure technologies; risks associated with information technology disruption or cyber-security incidents; risks associated with the implementation and enhancement of information systems; failure to realize the expected benefit from any rationalization, restructuring and improvement efforts; disruption of, or changes in, Vertiv’s independent sales representatives, distributors and original equipment manufacturers; increase of variability in our effective tax rate costs or liabilities associated with product liability due to global operations subjecting us to income and other taxes in the United States ("U.S.") and numerous foreign entities; costs or liabilities associated with product liability and damage to our reputation and brands; the global scope of Vertiv’s operations, especially in emerging markets; failure to benefit from future significant corporate transactions; risks associated with Vertiv’s sales and operations and expanding global production facilities; risks associated with future legislation and regulation of Vertiv’s customers’ markets; our ability to comply with various laws and regulations including but not limited to, laws and regulations relating to data protection and data privacy; failure to properly address legal compliance issues, particularly those related to imports/exports, anti-corruption laws, and foreign operations; risks associated with foreign trade policy, including tariffs and global trade conflict; risks associated with litigation or claims against the Company, including the risk of adverse outcomes to any legal claims and proceedings; our ability to protect or enforce our proprietary rights on which our business depends; third party intellectual property infringement claims; liabilities associated with environmental, health and safety matters; failure to achieve environmental, social and governance goals; failure to realize the value of goodwill and intangible assets; exposure to fluctuations in foreign currency exchange rates; failure to remediate material weaknesses in our internal controls over financial reporting; our level of indebtedness and our ability to comply with the covenants and restrictions contained in our credit agreements; our ability to access funding through capital markets; resales of Vertiv securities may cause volatility in the market price of our securities; our organizational documents contain provisions that may discourage unsolicited takeover proposals; our certificate of incorporation includes a forum selection clause, which could discourage or limit stockholders’ ability to make a claim against it; the ability of our subsidiaries to pay dividends; factors relating to the business, operations and financial performance of Vertiv and its subsidiaries, including: global economic weakness and uncertainty; our ability to attract, train and retain key members of our leadership team and other qualified personnel; the adequacy of our insurance coverage; fluctuations in interest rates materially affecting our financial results and increasing the risk our counterparties default in our interest rate hedges; our incurrence of significant costs and devotion of substantial management time as a result of operating as a public company; expected expenses related to integration of our acquisitions; the possible diversion of management time on issues related to integration of our acquired businesses; the ability of Vertiv to maintain relationships with customers and suppliers of our acquired businesses; and the ability of Vertiv to retain management and key employees of our acquired businesses; and other risks and uncertainties indicated in Vertiv’s SEC reports or documents filed or to be filed with the SEC by Vertiv.

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. We aim to help create a world where critical technologies always work, and where we empower the vital applications of the digital world.

•Trade, Macroeconomic and Geopolitical Environment: The global trade and macroeconomic environment remains dynamic, including the impact of U.S. tariffs and foreign retaliatory measures, the impact of the US-Israel and Iran war, as well as broader geopolitical and foreign policy developments. These factors mayhave affectaffected, and are likely to continue to impact, supply chains, input costs, fuel and transportation costs, customer demand, capital markets and foreign exchange rates.

•Technology and Portfolio Expansion: Customer requirements are evolving toward higher-density, more complex infrastructure environments, including, but not limited to, hybrid air and liquid cooling architectures, converged physical infrastructure systems, and high voltage direct current power architectures. WeAs the pace of innovation continues to accelerate, we continue to invest in expanding our advancedengineering, research engineeringand anddevelopment, further enabling our technology capabilities across the power and thermal chainportfolio to support performance, efficiency and scalability requirements. Through close collaboration with leading industry participants, we are aligning our technology roadmap with evolving customer requirements to deliver scalable, efficient and future-ready solutions.

Comparison of the Three Months Ended MarchJune 31,30, 2026 and Three Months Ended MarchJune 31,30, 2025

Net sales were $2,649.5$3,274.3 in the firstsecond quarter of 2026, an increase of $613.5,$636.2, or 30.1%,24.1%, compared with $2,036.0$2,638.1 in the firstsecond quarter of 2025. The increase in sales was primarily driven by higher sales volumesvolumes, includingacquisition therelated sales of $129.7, positive impacts from foreign currency of $56.6.$35.9, which were slightly offset by temporary supply chain congestion and multi-phased project execution. Product sales increased $480.1, which included the positive impacts from foreign currency of $43.6. Services & spares sales increased $133.4,$487.5, which included positive impacts from foreign currency of $13.0.$28.7. Services & Spares sales increased $148.7, which included positive impacts from foreign currency of $7.2.

Excluding intercompany sales, net sales were $1,814.4$2,070.8 in the Americas, $513.7$719.9 in Asia PacificPacific, and $321.4$483.6 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business SegmentsSegment section below.

Cost of sales were $1,649.8$2,039.4 in the firstsecond quarter of 2026, an increase of $300.3,$297.9, or 22.3%17.1% compared to the firstsecond quarter of 2025. The increase in cost of sales was primarily driven by the impact of higher volumes.sales volumes and acquisition related cost of sales. Gross profit was $999.7$1,234.9 in the firstsecond quarter of 2026, or 37.7% of sales, compared to $686.5,$896.6, or 33.7%34.0% of sales in the firstsecond quarter of 2025. Margin increasedexpansion in the firstsecond quarter of 2026 duewas primarily todriven by the mix of product and service sales in addition to operational leverage.sales.

Selling, general and administrative expenses (“SG&A”) expenses were $456.7$494.4 in the firstsecond quarter of 2026, an increase of $110.4, or 31.9%$98.8 compared to the firstsecond quarter of 2025. The increase in SG&A was primarily driven by acquisition related SG&A costs and increased compensation costs. SG&A as a percentage of sales were 17.2%15.1% in the firstsecond quarter of 2026 compared with 17.0%15.0% in the firstsecond quarter of 2025.

The remaining other operating expenses includes amortization of intangibles, restructuring costs, foreign currency (gain) loss, and other operating expense (income). These remaining operating expenses were $102.9$102.6 for the firstsecond quarter of 2026, which was a $53.4$44.0 increase from the firstsecond quarter of 2025. The increase was primarily due to a $32.0$26.8 increase in amortization of intangibles and a $21.4 increase in other operating expense (income), primarily due to the contingent consideration and a $31.6 increase in amortization of intangibles related to our recent acquisitions. Refer to "Note 3 - Acquisitions" for additional information on these acquisitions. Other operating expenses were slightly offset by a $6.0 decrease in restructuring costs.

Interest expense (income), net, was $(4.4)$13.0 in the first quartersix months of 2026 compared to $25.3$46.6 in the first quartersix months of 2025. The $29.7$33.6 decrease in expense is primarily driven by $21.2a $13.0 increase of interest income related to the interest rate swap settlementsettlement, refer to "Note 10 - Accumulated Other Comprehensive Income (Loss)" for additional information on the settlement, and $4.5$13.7 of incremental interest income compared the first quartersix months of 2025. To the extent interest rates continue to fluctuate our interest expense will continue to change, although we expect these changes to be mitigated by our interest rate swaps and interest income.

Income tax expense was $48.2$170.4 in the first quartersix months of 2026 compared to $100.9$197.8 in the first quartersix months of 2025. The $52.7$27.4 decrease from the first quartersix months of 2025 and the effective rate in the first quartersix months of 2026 iswere primarily due to increased business performance, offset by discrete tax benefits for stock compensation and the interest rate swap settlement. Refer to "Note 9 - Financial Instruments and Risk Management" for additional information about the interest rate swap settlement. The effective rate in the first quartersix months of 2025 was primarily influenced by the negative impact a valuation allowance established to account for legislative changes effective in the first quarter of 20252025, partially offset by the favorable impact of other discrete items such as stock compensation and changes in deferred tax liabilities.

The following is detail of business segment results for the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025. Segment profitability is defined as operating profit (loss). 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 11 — Segment Information,” of our Unaudited Condensed Consolidated Financial Statements. Segment net sales are presented excluding intercompany sales.

Americas net sales were $1,814.4$3,885.2 in the first quartersix months of 2026, an increase of $629.1,$1,097.6, or 53.1%,39.4%, from the first quartersix months of 2025. The increase in sales was primarily driven by higher sales volumes due to products increasing by $517.6$862.9 and sales of service & spares increasing by $111.5.$234.7. Americas net sales were positively impacted by foreign currency of approximately $7.5.$13.8.

Operating profit (loss) in the first quartersix months of 2026 was $490.2,$1,061.6, an increase of $230.5,$417.3, or 88.8%,64.8%, compared with the first quartersix months of 2025. Margin increased primarily due to the mix of product and service sales in addition to operational leverage.

Asia Pacific net sales were $513.7$1,233.6 in the first quartersix months of 2026, an increase of $66.5,$226.2, or 14.9%,22.5%, from the first quartersix months of 2025. The increase in sales were primarily driven by products increasing by $47.3, and$185.7, service & spares increasing by $19.2,$40.5, and the positive impact of foreign currency of approximately $13.0.$28.9.

Operating profit (loss) in the first quartersix months of 2026 was $67.4,$163.0, an increase of $21.7,$58.1, or 47.5%,55.4%, compared with the first quartersix months of 2025. Margin increased primarily driven by operational leverage and continued cost improvement actions.

Europe, Middle East & Africa net sales of $321.4$805.0 in the first quartersix months of 2026,2026 decreased by $82.1,$74.1, or (20.3)%,8.4%, from the first quartersix months of 2025 due to softer market demands from prior periods.periods, specifically in the first quarter of 2026. Sales were positively impacted by foreign currency by approximately $36.1.$49.9. Net sales of products decreased by $84.8$81.0 and services & spares increased by $2.7$6.9 compared to the first quartersix months of 2025.

Operating profit (loss) in the first quartersix months of 2026 was $53.5,$177.7, a decrease of $25.2,$5.2, or 32.0%,2.8%, compared with the first quartersix months of 2025. Margin decreasedincreased primarily due to operatingimproved leverage.project execution.

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, Legal, Human Resources, and global product platform development and offering management. Total corporate and other costs were $93.4$173.0 and $47.4$106.1 in the first quartersix months of 2026 and 2025, respectively. Total corporate and other costs increased by $46.0$66.9 compared to the first quartersix months of 2025 primarily due to the $33.2$62.0 loss on the change in fair value of contingent consideration associated with the PurgeRite acquisition, an increase in certain employee-related costs, and a decrease in the foreign currency loss.

Capital Expenditures: Our capital expenditures primarily relate to the maintenance of our long-term assets, as well as the investmentinvestments in projects,projects such as capacity and facility expansion, thatwhich support growth and innovation to further our enterprise strategy. Our capital expenditures (including capitalized software) were approximately $114.0$288.5 during the first quartersix months of 2026. We expect to have capital expenditures (including capitalized software) of $425.0$550.0 to $525.0$570.0 for the full year 2026 in order to support capacity expansion across the business.

We and our subsidiaries are party to certain indebtedness arrangements, includingwhich include the Senior Secured Notes due 2028, with an outstanding principal amount of $850.0 as of MarchJune 31,30, 2026 (the “Senior Secured Notes”), the Senior Notes in aggregate principal amount $2,100.0, consisting of $600.0 aggregate principal amount of 4.850% Senior Notes due 2036 (the “2036 Notes”), $500.0 aggregate principal amount of 5.650% Senior Notes due 2046 (the “2046 Notes”), $500.0 aggregate principal amount of 5.800% Senior Notes due 2056 (the “2056 Notes”) and $500.0 aggregate principal amount of 5.950% Senior Notes due 2066 (the “2066 Notes” and, together with the 2036 Notes, the 2046 Notes and the 2056 Notes, the “Senior Notes”), and the Senior Unsecured Revolving Credit Facility in an aggregate committed amount of $2,500.0 (the “Senior Unsecured Revolving Credit Facility”), a portion of which is available for the issuance of letters of credit.

At MarchJune 31,30, 2026, we had $2,150.6$2,810.6 in cash and cash equivalents and $349.9$300.0 in short-term investments, which include 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. 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. At MarchJune 31,30, 2026, Vertiv had $2,483.3$2,483.6 of availability (subject to customary conditions) under the Senior Unsecured Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of $16.7.$16.4.

We believe our current cash, cash equivalent, and short-term investment levels, augmented by availability under theour Senior Unsecured Revolving Credit Facility, will provide adequate near-term liquidity for the next 12 months of independent operations, allow us to invest for growth in existing businesses, and manage our capital structure on both a short- and long-term basis. We expect to continue to opportunistically access the capital and financing markets from time to time. Access to capital and the availability of financing on acceptable terms in the future will be affected by many factors, including our credit rating, economic conditions, and the overall liquidity of capital markets. ThereHowever, there can be no assurance that we will continue to have access to the capital and financing markets on acceptable terms.

ThreeSix Months Ended MarchJune 31,30, 2026 and 2025

Net cash provided by operating activities was $766.8$1,866.6 in the first quartersix months of 2026, a $463.5$1,240.4 increase in cash generation compared to the first quartersix months of 2025. Net income from operations of $390.1$887.9 included $131.3$292.4 of net non-cash expense items, consisting of depreciation and amortization of $107.7, deferred taxes of $28.2,$223.5, change in fair value of contingent consideration of $33.2,$62.0, non-cash stock-based compensation expense of $17.0, and$30.8, amortization of debt discount and issuance costs of $1.6.$2.2, and partially offset by deferred taxes of $26.1. Trade working capital provided $227.8$678.8 in the first quartersix months of 2026 compared to $4.8$95.2 usedutilized in the first quartersix months of 2025.2025 primarily driven by deferred revenue.

Net cash used for investing activities was $376.7$780.7 in the first quartersix months of 2026 compared to net cash used for investing activities of $38.8$182.8 in the first quartersix months of 2025. The increased use of cash over the comparable period was primarily driven by an increase in acquisition of businesses of $278.1, a $76.1$204.4 increase in capital expenditures in order to support capacity expansion across the businessbusiness, and an increase in net purchases of short-term investments of $248.4.$97.0.

Net cash providedused byfor financing activities was $11.9$3.0 in the first quartersix months of 2026 compared to $24.9$32.9 used for financing activities in the first quartersix months of 2025. The increasedecrease in cash providedused in 2026 was primarily the result of a $29.2$34.4 increase in net proceeds from the issuance and repayment of long-term debt, and a $22.2$14.9 net increase inrelated to the exercise of employee stock options, offset by a $9.7$19.4 increase in dividend payments.