# Vertiv Holdings Co (VRT): Recent Events

## Filings that contain financial statements

Each earnings press release furnished under Item 2.02 of a Form 8-K carries unaudited condensed consolidated statements of earnings, balance sheets and cash flows, plus non-GAAP reconciliations.

- Form 8-K filed July 29, 2026, accession 0001628280-26-050323: second quarter 2026 (three and six months ended June 30, 2026, with 2025 comparatives). Earnings, balance sheet (June 30, 2026 and December 31, 2025) and cash flow statements.
- Form 8-K filed April 22, 2026, accession 0001628280-26-026379: first quarter 2026 results (quarter ended March 31, 2026). Full-statement tables in the press release.
- Form 8-K filed February 11, 2026, accession 0001674101-26-000006: fourth quarter and full year 2025 results (periods ended December 31, 2025). Full-statement tables in the press release.

## Acquisitions

Signed and pending (not closed as of the latest filings):

- **Utility Innovation Holdings, Inc. (UtilityInnovation Group, "UIG")**: Merger agreement signed September 1, 2026 and announced September 2, 2026 (Form 8-K, accession 0001193125-26-379306). Consideration is approximately $1.45 billion in cash at closing, subject to working capital, indebtedness and expense adjustments, plus up to $1.15 billion of additional cash payable in two tranches if EBITDA targets are met over 12- and 24-month periods. The company said the price is approximately 13x expected UIG 2027 EBITDA and that it expects the deal to be accretive to adjusted EPS in the first year after completion. Closing requires Hart-Scott-Rodino waiting period expiration or termination and customary conditions, and is expected in the fourth quarter of 2026. Vertiv expects to fund it from existing resources. UIG supplies microgrid controls, switchgear and behind-the-meter power architecture for data centers.
- **King Environmental Services Ltd. (KES)**: Definitive agreement announced September 24, 2026 (Form 8-K, accession 0001628280-26-063311). KES is a Europe-based provider of fluid management, commissioning and load-testing services for liquid-cooled data centers. Expected to close in the fourth quarter of 2026. The filing does not state a purchase price.

Closed:

- **ThermoKey S.p.A.**: Agreement announced March 23, 2026 (Form 8-K, accession 0001193125-26-120863; expected to close in the second quarter of 2026 subject to regulatory approvals). Completion announced June 12, 2026 (Form 8-K, accession 0001628280-26-042641). The June 2026 Form 10-Q (accession 0001628280-26-050609) gives the acquisition date as June 11, 2026. ThermoKey makes heat-rejection and heat-exchange products.
- **Strategic Thermal Labs, LLC**: Acquisition announced as completed April 27, 2026 (Form 8-K, accession 0001628280-26-027297); a liquid-cooling and cold-plate design specialist. The Form 10-Q gives the acquisition date as April 24, 2026.
- **BMarko Structures, LLC**: Acquisition announced as completed April 13, 2026 (Form 8-K, accession 0001628280-26-024824); a structural fabrication provider in Williamston, South Carolina. The Form 10-Q gives the acquisition date as April 10, 2026.
- Terms of these three deals were not given in the 8-Ks. The Form 10-Q (accession 0001628280-26-050609, Note 3) reports that the three acquisitions completed in the second quarter of 2026 had aggregate consideration transferred of $331.8 million, net of cash acquired of $4.7 million. Gross consideration was $336.5 million, made up of $278.1 million in cash, $28.5 million of contingent consideration and $29.9 million other.
- **Purge Rite Intermediate, LLC (PurgeRite)**: Completed December 4, 2025 (Form 8-K, Item 2.01, accession 0001674101-25-000031) for approximately $1.0 billion in upfront cash plus up to $250 million of additional cash tied to post-closing performance. The Form 10-Q reports total consideration transferred of $1,138.3 million, net of cash acquired, and a contingent earnout liability of $206.1 million at June 30, 2026.

## Earnings and guidance

- **Second quarter 2026 (July 29, 2026; accession 0001628280-26-050323)**: Net sales $3,274 million, up 24% (18% organic); diluted EPS $1.27 (up 53%); adjusted diluted EPS $1.52 (up 60%); adjusted operating margin 22.6%; operating cash flow $1,100 million and adjusted free cash flow $925 million; net cash position and $5.6 billion of liquidity at quarter end. Full-year 2026 guidance was raised: net sales $13,800 to $14,200 million (prior $13,500 to $14,000 million), organic growth 30% to 32%, adjusted diluted EPS $6.65 to $6.75 (prior $6.30 to $6.40), adjusted operating profit $3,285 to $3,365 million, adjusted free cash flow $2,400 to $2,600 million, diluted EPS $5.82 to $5.92. Third quarter guidance: net sales $3,650 to $3,850 million, adjusted diluted EPS $1.77 to $1.83.
- **First quarter 2026 (April 22, 2026; accession 0001628280-26-026379)**: Net sales $2,650 million, up 30%; adjusted operating margin 20.8%; operating cash flow $767 million; net leverage about 0.2x. Full-year guidance was raised to net sales $13,500 to $14,000 million and adjusted diluted EPS $6.30 to $6.40 (prior $5.97 to $6.07).
- **Fourth quarter and full year 2025 (February 11, 2026; accession 0001674101-26-000006)**: Fourth quarter net sales $2,880 million, up 23%; organic orders up about 252% year over year; operating cash flow $1,005 million. Initial 2026 guidance: net sales $13,250 to $13,750 million, adjusted diluted EPS $5.97 to $6.07.

## Capital actions

- **Debt refinancing (March 3, 2026; Form 8-K, accession 0001193125-26-088484)**: Completed a $2.1 billion senior unsecured notes offering, its first with an investment grade rating: $600 million of 4.850% notes due 2036, $500 million of 5.650% notes due 2046, $500 million of 5.800% notes due 2056 and $500 million of 5.950% notes due 2066. Net proceeds were $2.08 billion, used with cash on hand to repay in full the term loan. A new $2.5 billion five-year senior unsecured revolving credit facility replaced the $800 million asset-based revolver. All commitments, guarantees and liens under the prior facilities were terminated or released. The facility's maximum net debt to EBITDA covenant is 4.00x (4.50x for four quarters after a qualified acquisition). The press release states S&P and Moody's each upgraded the company's debt rating by one notch in February 2026; ratings are Baa3 / BBB- / BBB- (Moody's / S&P / Fitch).
- **Dividends**: Quarterly cash dividend of $0.0625 per Class A share declared each quarter, with no change in amount: March 6, 2026 (accession 0001628280-26-015494; paid March 26), June 3, 2026 (accession 0001628280-26-040031; paid June 25) and September 2, 2026 (accession 0001628280-26-059961; record date September 14, payable September 24).

## Governance

- **Annual meeting (June 17, 2026; Form 8-K filed June 18, 2026, accession 0001628280-26-044317)**: All eleven director nominees were elected, executive compensation was approved on an advisory basis, and Ernst & Young LLP was ratified as auditor for 2026. Withheld votes were large for some nominees (for example Joseph van Dokkum, 135,413,925 withheld against 159,991,445 for).

## Not reflected in the filings reviewed

No buyback authorization, stock split, executive departure, impairment or material legal outcome appears in the Form 8-Ks reviewed for this period.