Financial Analysis

"(3) ACQUISITIONS PurgeRite On October 31, 2025, the Company entered into a membership interest purchase agreement (""Acquisition Agreement"") to acquire Purge Rite Intermediate, LLC (""PurgeRite""). The transaction (""Acquisition"") closed on December 4, 2025. Under the terms of the Acquisition Agreement, total consideration transferred was $1,138.3, net of cash acquired of $14.4. The gross consideration was $1,152.7, consisting of $1,003.5 in cash, $139.2 of contingent consideration and $10.0 other. The Company is required to pay up to $250.0 of additional cash consideration if PurgeRite achieves certain post-closing performance metrics, pursuant to the terms and conditions of the Acquisition Agreement. As of June 30, 2026 in conjunction with the PurgeRite Acquisition, there is $206.1 of contingent earnout related to their projected future results recorded in ""Accrued expenses and other liabilities"" in the Unaudited Condensed Consolidated Balance Sheets. For the three and six months ended June 30, 2026, the Company recognized a loss of $28.8 and $62.0 within ""Other operating expense (income)"" of the Unaudited Consolidated Statement of Earnings (Loss). The Company accounted for the acquisition of PurgeRite using the acquisition method of accounting. Assets acquired and liabilities assumed have been recorded based on their preliminary fair values, and as a result, the estimates and assumptions are subject to change. The Company is still in the process of finalizing the va …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

"(13) COMMITMENTS AND CONTINGENCIES The Company is a party to a number of pending legal proceedings and claims, including those involving general and product liability and other matters. The Company accrues for such liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Accruals are based on developments to date; managements estimates of the outcomes of these matters; the Companys experience in contesting, litigating and settling similar matters; and any related insurance coverage. While the Company believes that a material adverse impact is unlikely, given the inherent uncertainty of litigation, a future development in these matters could have a material adverse impact on the Company. The Company is unable to estimate any additional loss or range of loss that may result from the ultimate resolution of these matters, other than those described below. On May 3, 2022, a putative securities class action, In re Vertiv Holdings Co Securities Litigation , 22-cv-3572, was filed against Vertiv, certain of the Companys officers and directors, and other defendants in the Southern District of New York. Plaintiffs filed an amended complaint on September 16, 2022. The amended complaint alleges that certain of the Companys public statements were materially false and/or misleading with respect to inflationary and supply chain pressures and pricing issues, and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

The following table disaggregates revenue by business segment, product and service offering and timing of transfer of control: Three months ended June 30, 2026 Americas Asia Pacific Europe, Middle East, & Africa Total Sales by Product and Service Offering: Products $ 1,666.1 $ 562.4 $ 377.9 $ 2,606.4 Services & spares 404.7 157.5 105.7 667.9 Total $ 2,070.8 $ 719.9 $ 483.6 $ 3,274.3 Timing of Revenue Recognition: Products and services transferred at a point in time $ 1,697.4 $ 564.5 $ 260.6 $ 2,522.5 Products and services transferred over time 373.4 155.4 223.0 751.8 Total $ 2,070.8 $ 719.9 $ 483.6 $ 3,274.3 Three months ended June 30, 2025 Americas Asia Pacific Europe, Middle East, & Africa Total Sales by Product and Service Offering: Products $ 1,320.8 $ 424.0 $ 374.1 $ 2,118.9 Services & spares 281.5 136.2 101.5 519.2 Total $ 1,602.3 $ 560.2 $ 475.6 $ 2,638.1 Timing of Revenue Recognition: Products and services transferred at a point in time $ 1,356.4 $ 425.2 $ 294.3 $ 2,075.9 Products and services transferred over time 245.9 135.0 181.3 562.2 Total $ 1,602.3 $ 560.2 $ 475.6 $ 2,638.1 Six months ended June 30, 2026 Americas Asia Pacific Europe, Middle East, & Africa Total Sales by Product and Service Offering: Products $ 3,142.0 $ 943.5 $ 612.1 $ 4,697.6 Services & spares 743.2 290.1 192.9 1,226.2 Total $ 3,885.2 $ 1,233.6 $ 805.0 $ 5,923.8 Timing of Revenue Recognition: Products and services transferred at a point in time $ 3,209.3 $ 946.9 $ 457.5 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

"(7) INCOME TAXES The Companys effective tax rate was 19.7%, 16.1%, 23.0%, and 28.8% for the three and six months ended June 30, 2026 and 2025, respectively. The effective tax rate in the three months ended June 30, 2026 was primarily influenced by the discrete tax benefits related to stock compensation. The effective tax rate in the six months ended June 30, 2026 was primarily influenced by the discrete tax benefits related to 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 for the comparative three months ended June 30, 2025 was primarily influenced by the discrete tax benefits related to changes in deferred tax liabilities and stock compensation. The effective rate for the comparative six months ended June 30, 2025 was primarily influenced by the negative impact of a valuation allowance established to account for legislative changes effective in the first quarter of 2025 partially offset by discrete tax benefits related to changes in deferred tax liabilities and stock compensation. The Company provided U.S. federal income taxes and foreign withholding taxes on all temporary differences attributed to basis differences in foreign subsidiaries that are not considered indefinitely reinvested. As of June 30, 2026, the Company has certain earnings of certain foreign affiliates that continue to be indefinitely reinvested, …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

(6) DEBT Long-term debt, net, consisted of the following as of June 30, 2026 and December 31, 2025: June 30, 2026 December 31, 2025 Term Loan due 2032 at 5.61% at December 31, 2025 $ $ 2,076.1 Senior Secured Notes due 2028 at 4.125% at both June 30, 2026 and December 31, 2025 850.0 850.0 Senior Notes due 2036 at 4.850% at June 30, 2026 600.0 Senior Notes due 2046 at 5.650% at June 30, 2026 500.0 Senior Notes due 2056 at 5.800% at June 30, 2026 500.0 Senior Notes due 2066 at 5.950% at June 30, 2026 500.0 0.55% to 5.12% notes (maturities ranging from 2027 to 2036) 17.2 Unamortized discount and issuance costs (27.4) (13.1) 2,939.8 2,913.0 Less: current portion (20.9) Total long-term debt, net of current portion $ 2,939.8 $ 2,892.1 Senior Notes On M arch 3, 2026, Vertiv Holdings Co (the Issuer) issued $2,100.0 in aggregate principal amount of senior unsecured notes 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). The Company used the net proceeds from the sale of the Senior Notes, together with cash on hand, to repay in full all outstanding indebtedness under its Term Loan Credit Agreement, dated …

LongTermDebtTextBlock · excerpt; the full note is in the filing

"In November 2024, the Financial Accounting Standards Board (""FASB"") issued Accounting Standard Update (""ASU"") 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU provides amendments that require entities to disclose additional information about specific expense categories in the notes to the financial statements on an annual and interim basis. The amendments are effective in fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company does not expect the adoption to have a material impact on its Consolidated Financial Statements. In September 2025, the FASB issued ASU 2025-06, IntangiblesGoodwill & OtherInternal-use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU provides amendments that remove all references to prescriptive and sequential software development stages, and require entities to start capitalizing software costs when both of the following occur: 1) management has authorized and committed to funding the software project, and 2) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments are effective fiscal years beginning after December 15, 2027 and for interim reporting within those fiscal years, with early adoptio …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

"(5) RESTRUCTURING COSTS Restructuring costs include expenses associated with the Companys efforts to continually improve operational efficiency and reposition its assets to remain competitive on a worldwide basis. Plant closing and other costs include lease and contract termination costs of moving fixed assets, employee training, relocation, and facility costs. These costs are recorded in ""Restructuring costs"" on the Unaudited Condensed Consolidated Statement of Earnings (Loss). Restructuring costs by business segment were as follows: Three months ended June 30, 2026 Three months ended June 30, 2025 Six months ended June 30, 2026 Six months ended June 30, 2025 Americas $ $ 0.6 $ 0.1 $ 0.7 Asia Pacific 0.9 0.9 Europe, Middle East & Africa (1) 0.3 (5.0) 0.9 Corporate (2) (3.9) 0.1 (3.9) 0.5 Total $ (3.9) $ 1.9 $ (8.8) $ 3.0 (1) During the six months ended June 30, 2026, restructuring reserves were adjusted due to a change in restructuring plans previously recorded in Europe, Middle East & Africa. (2) During the three and six months ended June 30, 2026, restructuring reserves were adjusted related to the global restructuring program. This program was initiated at the global level to streamline operations, optimize our cost structure and improve operational efficiencies, and as such, these costs are captured within the Corporate category above. The Company has an on-going multi-year restructuring program in place to align its cost structure to support margin expansion …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

(4) REVENUE The Company recognizes 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 the Company expects to be entitled to receive in exchange for those goods or services. Disaggregation of Revenues The following table disaggregates revenue by business segment, product and service offering and timing of transfer of control: Three months ended June 30, 2026 Americas Asia Pacific Europe, Middle East, & Africa Total Sales by Product and Service Offering: Products $ 1,666.1 $ 562.4 $ 377.9 $ 2,606.4 Services & spares 404.7 157.5 105.7 667.9 Total $ 2,070.8 $ 719.9 $ 483.6 $ 3,274.3 Timing of Revenue Recognition: Products and services transferred at a point in time $ 1,697.4 $ 564.5 $ 260.6 $ 2,522.5 Products and services transferred over time 373.4 155.4 223.0 751.8 Total $ 2,070.8 $ 719.9 $ 483.6 $ 3,274.3 Three months ended June 30, 2025 Americas Asia Pacific Europe, Middle East, & Africa Total Sales by Product and Service Offering: Products $ 1,320.8 $ 424.0 $ 374.1 $ 2,118.9 Services & spares 281.5 136.2 101.5 519.2 Total $ 1,602.3 $ 560.2 $ 475.6 $ 2,638.1 Timing of Revenue Recognition: Products and services transferred at a point in time $ 1,356.4 $ 425.2 $ 294.3 $ 2,075.9 Products and services transferred over time 245.9 135.0 181.3 562.2 Total $ 1,602.3 $ 560.2 $ 475.6 $ 2,638.1 Six months ended June 30, 2026 Americas Asia Pacific …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

(11) SEGMENT INFORMATION Operating profit (loss) is the primary income measure used by the chief operating decision maker (CODM), our Chief Executive Officer, to assess segment performance and make operating decisions. Segment performance is assessed exclusive of Corporate and other costs, foreign currency gain (loss), and amortization of intangibles. Corporate and other costs primarily include headquarter management costs, asset impairments and costs that support centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, Legal, and global product platform development and offering management. The Company determines its reportable segments based on how operations are managed internally for the products and services sold to customers, including how the results are reviewed by the CODM, which includes determining resource allocation methodologies used for reportable segments. The segment performance measure excludes corporate and other costs, as described herein. Intersegment selling prices approximate market prices. Summarized information about the Companys results of operations by reportable segment and product and service offering follows: Americas includes products and services sold for applications within the data center, communication networks and commercial and industrial markets in North America and Latin America. This segments principal product and service offerings include: Products: AC and DC power management, thermal manageme …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing