Vertiv Holdings reports $4.31B revenue

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For the Quarterly period ended June September 30, 2026

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As of July 27, October 26, 2026, there wer e 384,988,173 385,060,421 shares of the Company s Class A common stock, par value $0.0001, outstanding.

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Financial Statements (Unaudited) 1 change

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Condensed Consolidated Statements of Changes in Shareholders Equity (Deficit)

Unaudited condensed consolidated financial statements 195 changes

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Net sales - products $ 2,646.7 $ 2,166.0 $ 4,782.5 $ 3,815.7

Net sales - services 627.6 472.1 1,141.3 858.4

Net sales 3,274.3 2,638.1 5,923.8 4,674.1

Cost of sales - products 1,667.8 1,470.3 3,016.2 2,582.4

Cost of sales - services 371.6 271.2 673.0 508.6

Cost of sales 2,039.4 1,741.5 3,689.2 3,091.0

Selling, general and administrative expenses 494.4 395.6 951.1 741.9

Amortization of intangibles 73.7 46.9 151.3 92.9

Restructuring costs ( 3.9 ) 1.9 ( 8.8 ) 3.0

Foreign currency (gain) loss, net 3.9 2.3 2.3 4.9

Other operating expense (income) 28.9 7.5 60.7 7.3

Operating profit (loss) 637.9 442.4 1,078.0 733.1

Interest expense (income), net 17.4 21.3 13.0 46.6

Income (loss) before income taxes 620.0 421.1 1,058.3 686.5

Income tax expense (benefit) 122.2 96.9 170.4 197.8

Net income (loss) $ 497.8 $ 324.2 $ 887.9 $ 488.7

Three months ended June September 30, 2026 Three months ended June September 30, 2025 Six Nine months ended June September 30, 2026 Six Nine months ended June September 30, 2025

Net sales - products $ 3,637.1 $ 2,214.4 $ 8,419.6 $ 6,030.1

Net sales - services 675.7 461.4 1,817.0 1,319.8

Net sales 4,312.8 2,675.8 10,236.6 7,349.9

Cost of sales - products 2,291.5 1,398.4 5,307.7 3,980.8

Cost of sales - services 377.9 266.7 1,050.9 775.3

Cost of sales 2,669.4 1,665.1 6,358.6 4,756.1

Selling, general and administrative expenses 556.9 414.3 1,508.0 1,156.2

Amortization of intangibles 65.3 48.2 216.6 141.1

Restructuring costs 0.2 30.7 ( 8.6 ) 33.7

Foreign currency (gain) loss, net 7.1 0.9 9.4 5.8

Other operating expense (income) 30.1 ( 0.1 ) 90.8 7.2

Operating profit (loss) 983.8 516.7 2,061.8 1,249.8

Interest expense (income), net 6.4 22.8 19.4 69.4

Loss on extinguishment of debt 1.7 6.2 1.7

Other non-operating expense (income) 0.5 0.5 ( 17.4 ) ( 16.9 )

Income (loss) before income taxes 994.8 492.2 2,053.1 1,178.7

Income tax expense (benefit) 230.3 93.7 400.7 291.5

Net income (loss) $ 764.5 $ 398.5 $ 1,652.4 $ 887.2

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Basic $ 1.29 $ 0.85 $ 2.31 $ 1.28

Diluted $ 1.27 $ 0.83 $ 2.26 $ 1.25

Basic $ 1.99 $ 1.04 $ 4.30 $ 2.33

Diluted $ 1.95 $ 1.02 $ 4.21 $ 2.27

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Basic 384,555,346 381,482,996 383,742,935 381,166,015

Diluted 392,746,991 389,846,827 392,511,287 389,977,516

Basic 384,995,711 382,025,408 384,165,116 381,455,627

Diluted 392,682,064 390,928,669 392,640,125 390,257,902

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Net income (loss) $ 497.8 $ 324.2 $ 887.9 $ 488.7

Three months ended June September 30, 2026 Three months ended June September 30, 2025 Six Nine months ended June September 30, 2026 Six Nine months ended June September 30, 2025

Net income (loss) $ 764.5 $ 398.5 $ 1,652.4 $ 887.2

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Foreign currency translation 8.2 116.8 ( 32.1 ) 193.9

Interest rate swaps ( 6.6 ) ( 47.2 ) ( 16.3 )

Foreign currency exchange forwards 3.0 10.0 ( 3.6 ) 16.2

Other comprehensive income (loss), net of tax: 11.0 120.4 ( 83.4 ) 194.0

Comprehensive income (loss) $ 508.8 $ 444.6 $ 804.5 $ 682.7

Foreign currency translation ( 4.3 ) ( 23.1 ) ( 36.4 ) 170.8

Interest rate swaps ( 5.3 ) ( 47.2 ) ( 21.6 )

Foreign currency exchange forwards ( 11.9 ) 2.8 ( 15.5 ) 19.0

Other comprehensive income (loss), net of tax: ( 16.2 ) ( 26.0 ) ( 99.6 ) 168.0

Comprehensive income (loss) $ 748.3 $ 372.5 $ 1,552.8 $ 1,055.2

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Inventories 2,522.7 1,456.5

Total assets $ 15,900.9 $ 12,212.4

June September 30, 2026 December 31, 2025

Cash and cash equivalents $ 2,810.6 3,512.9 $ 1,728.4

Short-term investments 300.0 198.8 99.5

Accounts receivable, less allowances of $ 29.1 28.0 and $ 25.6 , respectively

Inventories 3,288.4 1,456.5

Other current assets 601.3 743.5 426.1

Total current assets 9,984.9 12,123.3 6,819.5

Property, plant and equipment, net 1,184.2 1,324.6 921.8

Goodwill 2,283.3 2,279.6 2,033.7

Other intangible assets, net 1,800.8 1,736.1 1,894.8

Deferred income taxes 170.1 171.9 179.6

Right-of-use assets, net 387.2 415.1 303.0

Total other assets 4,731.8 4,726.6 4,471.1

Total assets $ 18,174.5 $ 12,212.4

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Accounts payable 2,473.1 1,756.4

Deferred revenue 3,633.7 1,814.7

Total liabilities 11,143.3 8,271.1

Current portion of long-term debt $ 3.4 $ 20.9

Accounts payable 3,244.7 1,756.4

Deferred revenue 4,120.5 1,814.7

Accrued expenses and other liabilities 1,061.4 1,196.3 771.6

Income taxes 74.8 145.8 43.4

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and 115 more changes in the filing

Notes to the financial statements 316 changes

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As of June September 30, 2026 in conjunction with the PurgeRite Acquisition, there is $ 206.1 239.6 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 nine months ended June September 30, 2026, the Company recognized a loss an expense of $ 28.8 33.5 and $ 62.0 95.5 within "Other operating expense (income)" of the Unaudited Consolidated Statement of Earnings (Loss), respectively, due to the increased probability of achieving the post-closing performance metrics.

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During the three nine months ended June September 30, 2026, the Company completed three acquisitions with an aggregate total consideration transferred of $ 331.8 , net of cash acquired of $ 4.7 . The gross consideration was $ 336.5 , consisting of $ 278.1 in cash, $ 28.5 of contingent consideration and $ 29.9 other. The acquired businesses are solution providers in liquid cooling technologies, heat-exchange and heat rejection technologies, and custom-engineered structural fabrication. The preliminary valuation of net assets acquired include $ 67.4 of finite-lived identifiable intangible assets, $ 9.0 of all other net assets acquired, consisting primarily of accounts receivable and inventory, and $ 260.1 of goodwill. The Company is required to pay up to $ 35.0 of additional cash consideration related to one of the acquisitions if specified future events occur or conditions are met, pursuant to the terms and conditions of the acquisition agreement.

As of September 30, 2026 in conjunction with the other acquisitions, there is $ 29.1 of contingent earnout related to future events occurring and conditions being met pursuant to the terms and conditions of the acquisition agreement which is recorded in "Other long-term liabilities" in the Unaudited Condensed Consolidated Balance Sheets. For the three and nine months ended September 30, 2026, the Company recognized an expense of $ 0.6 within "Other operating expense (income)" of the Unaudited Consolidated Statement of Earnings (Loss).

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Goodwill of $ 133.7 was allocated to the Americas segment and goodwill of $ 126.4 was allocated to the Europe, Middle East & Africa segment. Identifiable intangible assets have initial useful lives of 1 to 10 years and include customer relationships, developed technology, trademarks, and order backlog. The estimated weighted-average useful lives was 7.46 years. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that the asset will generate over the remaining useful life, discounted to present value using an appropriate discount rate. In the third quarter of 2026, the Company adjusted the preliminary valuation of all other net assets by $ 2.1 and goodwill by $( 2.1 ). The Company is still in the process of finalizing the valuation estimates to determine the final purchase price allocation, including the final working capital adjustments and amounts allocated to intangible assets. The Company expects to complete this process no later than twelve months after the closing of these acquisitions.

On September 1, 2026, the Company and Vultra Merger Sub, Inc., a wholly-owned subsidiary of the Company, entered into an agreement and plan of merger (the UtilityInnovation Group Acquisition Agreement ), pursuant to which, subject to the terms of the agreement, Vultra Merger Sub shall be merged with and into Utility Innovation Holdings, Inc. ( UtilityInnovation Group or UIG ), with UtilityInnovation Group being the surviving corporation and becoming a wholly-owned subsidiary of the Company following the merger.

The acquisition of UIG closed on October 26, 2026 (the UIG Closing ). UtilityInnovation Group is headquartered in Raleigh, North Carolina, with European headquarters in Dublin, Ireland, and manufacturing operations in North Carolina and New Jersey. UIG designs and delivers power systems that support real-time load and frequency balancing across behind-the-meter systems and utility-connected energy resources, helping address the power demands of AI data center workloads. Its solutions include proprietary controls software, customized microgrid switchgear and energy storage. At UIG Closing, the Company paid $ 1.45 billion in cash, subject to customary adjustments for working capital, indebtedness and transaction expenses. The UtilityInnovation Group Acquisition Agreement also includes additional potential cash consideration of up to $ 1.15 billion in cash, payable in 2 tranches if earned, which potential additional consideration will be calculated based on the achievement of certain earnings before interest, depreciation, and amortization (EBITDA) targets of the acquired business.

As the UIG Closing was completed subsequent to September 30, 2026, the Company has not yet completed the accounting for the business combination, including the opening balance sheet. Accordingly, the Company is unable to provide amounts recognized as of the acquisition date for major classes of assets, liabilities and contingent consideration. This information, at least on a provisional basis, will be available in the Form 10-K for the year ended December 31, 2026.

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Three months ended June September 30, 2026

Americas Asia Pacific Europe, Middle East & Africa Total

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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

Products $ 2,525.8 $ 626.7 $ 441.3 $ 3,593.8

Services & spares 463.0 152.6 103.4 719.0

Total $ 2,988.8 $ 779.3 $ 544.7 $ 4,312.8

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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

Products and services transferred at a point in time $ 2,566.9 $ 628.8 $ 337.2 $ 3,532.9

Products and services transferred over time 421.9 150.5 207.5 779.9

Total $ 2,988.8 $ 779.3 $ 544.7 $ 4,312.8

Three months ended June September 30, 2025

Americas Asia Pacific Europe, Middle East & Africa Total

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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

Products $ 1,426.6 $ 392.7 $ 348.3 $ 2,167.6

Services & spares 285.8 127.1 95.3 508.2

Total $ 1,712.4 $ 519.8 $ 443.6 $ 2,675.8

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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

Products and services transferred at a point in time $ 1,356.4 1,456.9 $ 425.2 394.4 $ 294.3 275.7 $ 2,075.9 2,127.0

Products and services transferred over time 255.5 125.4 167.9 548.8

Total $ 1,712.4 $ 519.8 $ 443.6 $ 2,675.8

Nine months ended September 30, 2026

Americas Asia Pacific Europe, Middle East & Africa Total

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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

Products $ 5,667.8 $ 1,570.2 $ 1,053.4 $ 8,291.4

Services & spares 1,206.2 442.7 296.3 1,945.2

Total $ 6,874.0 $ 2,012.9 $ 1,349.7 $ 10,236.6

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Products and services transferred at a point in time $ 3,209.3 $ 946.9 $ 457.5 $ 4,613.7

Products and services transferred over time 675.9 286.7 347.5 1,310.1

Total $ 3,885.2 $ 1,233.6 $ 805.0 $ 5,923.8

Six months ended June 30, 2025

Products and services transferred at a point in time $ 5,776.2 $ 1,575.7 $ 794.7 $ 8,146.6

Products and services transferred over time 1,097.8 437.2 555.0 2,090.0

Total $ 6,874.0 $ 2,012.9 $ 1,349.7 $ 10,236.6

Nine months ended September 30, 2025

Americas Asia Pacific Europe, Middle East & Africa Total

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Products $ 2,279.1 $ 757.8 $ 693.1 $ 3,730.0

Services & spares 508.5 249.6 186.0 944.1

Total $ 2,787.6 $ 1,007.4 $ 879.1 $ 4,674.1

Products $ 3,705.7 $ 1,150.5 $ 1,041.4 $ 5,897.6

Services & spares 794.3 376.7 281.3 1,452.3

Total $ 4,500.0 $ 1,527.2 $ 1,322.7 $ 7,349.9

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Products and services transferred at a point in time $ 2,330.1 $ 761.3 $ 534.8 $ 3,626.2

Products and services transferred over time 457.5 246.1 344.3 1,047.9

Total $ 2,787.6 $ 1,007.4 $ 879.1 $ 4,674.1

Products and services transferred at a point in time $ 3,787.0 $ 1,155.7 $ 810.5 $ 5,753.2

Products and services transferred over time 713.0 371.5 512.2 1,596.7

Total $ 4,500.0 $ 1,527.2 $ 1,322.7 $ 7,349.9

The opening and closing balances of current and long-term deferred revenue as of June September 30, 2026 and December 31, 2025 were as follows:

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The amount of deferred revenue - current recognized for the three and six nine months ended June September 30, 2026 was $ 604.8 619.1 and $ 1,277.3 1,896.4 . Deferred revenue - noncurrent consists primarily of maintenance, extended warranty and other service contracts. The Company expects to recognize noncurrent deferred revenue of $ 61.6 115.0 , $ 34.9 6.0 and $ 26.1 4.2 in the next 13 to 24 months, the next 25 to 36 months, and thereafter, respectively.

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Six months ended June 30, 2026 Six months ended June 30, 2025

Asia Pacific 0.9 0.9

Three months ended June September 30, 2026 Three months ended June September 30, 2025

Nine months ended September 30, 2026 Nine months ended September 30, 2025

Americas $ 0.1 $ 0.6 $ 0.1 0.2 $ 0.7

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Total $ ( 3.9 ) $ 1.9 $ ( 8.8 ) $ 3.0

Severance and benefits $ 44.1 $ ( 13.6 ) $ ( 8.9 ) $ 21.6

Total $ 0.2 $ 30.7 $ ( 8.6 ) $ 33.7

(1) During the six nine months ended June September 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 nine months ended June September 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 targets. The program includes workforce reductions and footprint optimization across all segments. During the three and nine months ended September 30, 2025 the Company initiated an additional global restructuring program to streamline operations, optimize our cost structure and improve operational efficiencies. This program was initiated at the global level, and as such, these costs are captured within the Corporate category above. The current liability and non-current liability for estimated restructuring costs is recorded in "Accrued expenses and other liabilities and "Other long-term liabilities", respectively, on the Unaudited Condensed Consolidated Balance Sheets.

The change in the current liability for the restructuring costs during the six nine months ended June September 30, 2026 were as follows:

December 31, 2025 Paid/Utilized Expense June September 30, 2026

Severance and benefits $ 44.1 $ ( 18.2 ) $ ( 8.7 ) $ 17.2

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and 236 more changes in the filing

Forward-looking statements 151 changes

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These forward-looking statements involve a number of risks, uncertainties or other assumptions, some of which are beyond Vertiv's control, and may change over time, and 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 included 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; the timing and consummation of our proposed acquisitions; the risks that the closings of our acquisitions do not occur; 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.

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Additionally, in February 2026, the Supreme Court issued a decision invalidating tariffs imposed under IEEPA. U.S. Customs and Border Patrol has established a phased administrative process for submitting refund claims for certain IEEPA tariffs. We have initiated a process of submitting refund claims, however, the amount, timing and likelihood of any refund recovery remain uncertain.

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Execution, Speed and Development Efficiency : Customers are increasingly prioritizing speed of deployment, scalability and execution certainty. We continue to invest in prefabricated, modular and factory-integrated solutions designed to reduce on-site complexity and accelerate time-to-deployment. We also continue to invest in quality systems, process improvements, supplier qualification, manufacturing excellence and operational discipline to support customer requirements and deliver consistent performance as we scale globally.

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Net sales $ 3,274.3 $ 2,638.1 $ 636.2 24.1 %

Cost of sales 2,039.4 1,741.5 297.9 17.1

Gross profit 1,234.9 896.6 338.3 37.7

Selling, general and administrative expenses 494.4 395.6 98.8 25.0

Amortization of intangibles 73.7 46.9 26.8 57.1

Restructuring costs (3.9) 1.9 (5.8) (305.3)

Foreign currency (gain) loss, net 3.9 2.3 1.6 69.6

Other operating expense (income) 28.9 7.5 21.4 285.3

Operating profit (loss) 637.9 442.4 195.5 44.2

Interest expense (income), net 17.4 21.3 (3.9) (18.3)

Income tax expense 122.2 96.9 25.3 26.1

Net income (loss) $ 497.8 $ 324.2 $ 173.6 53.5 %

Net sales were $3,274.3 in the second quarter of 2026, an increase of $636.2, or 24.1%, compared with $2,638.1 in the second quarter of 2025. The increase in sales was primarily driven by higher sales volumes, acquisition related sales of $129.7, positive impacts from foreign currency of $35.9, which were slightly offset by temporary supply chain congestion and multi-phased project execution. Product sales increased $487.5, which included positive impacts from foreign currency of $28.7. Services & Spares sales increased $148.7, which included positive impacts from foreign currency of $7.2.

Comparison of the Three Months Ended June September 30, 2026 and Three Months Ended June September 30, 2025 (Dollars in millions) Three months ended June September 30, 2026 Three months ended June September 30, 2025 $ Change % Change

Net sales $ 4,312.8 $ 2,675.8 $ 1,637.0 61.2 %

Cost of sales 2,669.4 1,665.1 1,004.3 60.3

Gross profit 1,643.4 1,010.7 632.7 62.6

Selling, general and administrative expenses 556.9 414.3 142.6 34.4

Amortization of intangibles 65.3 48.2 17.1 35.5

Restructuring costs 0.2 30.7 (30.5) (99.3)

Foreign currency (gain) loss, net 7.1 0.9 6.2 688.9

Other operating expense (income) 30.1 (0.1) 30.2 n/m

Operating profit (loss) 983.8 516.7 467.1 90.4

Interest expense (income), net 6.4 22.8 (16.4) (71.9)

Loss on extinguishment of debt 1.7 (1.7) (100.0)

Other non-operating expense (income) 0.5 0.5 (17.4) (17.4)

Income tax expense 230.3 93.7 136.6 145.8

Net income (loss) $ 764.5 $ 398.5 $ 366.0 91.8 %

Net sales were $4,312.8 in the third quarter of 2026, an increase of $1,637.0, or 61.2%, compared to $2,675.8 in the third quarter of 2025. The increase in sales was primarily driven by higher sales volumes, acquisition related sales of $156.9, inclusive of the positive impacts from foreign currency of $9.1. Product sales increased $1,426.2, which included positive impacts from foreign currency of $8.8. Services & Spares sales increased $210.8, which includes the positive impacts of foreign currency of $0.3.

Excluding intercompany sales, net sales were $2,070.8 $2,988.8 in the Americas, $719.9 $779.3 in Asia Pacific, and $483.6 $544.7 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segment section below.

Cost of sales were $2,039.4 $2,669.4 in the second third quarter of 2026, an increase of $297.9, $1,004.3, or 17.1% 60.3% compared to the second third quarter of 2025. The increase in cost of sales was primarily driven by the impact of higher sales volumes and acquisition related cost of sales. Gross profit was $1,234.9 $1,643.4 in the second third quarter of 2026, or 37.7% 38.1% of sales, compared to $896.6, $1,010.7, or 34.0% 37.8% of sales in the second third quarter of 2025. Margin expansion in the second third quarter of 2026 was primarily driven by the mix of product operational leverage and service sales. improved project execution.

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Selling, general and administrative ( SG&A ) expenses were $494.4 $556.9 in the second third quarter of 2026, an increase of $98.8 $142.6 compared to the second third 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 15.1% 12.9% in the second third quarter of 2026 compared with 15.0% 15.5% in the second third quarter of 2025.

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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 $102.6 $102.7 for the second third quarter of 2026, which was a $44.0 $23.0 increase from the second third quarter of 2025. The increase was primarily due to a $26.8 increase in amortization of intangibles and a $21.4 $30.2 increase in other operating expense (income), primarily due to the contingent consideration related to our recent acquisitions, a $17.1 increase in amortization of intangibles, a $6.2 increase in foreign currency loss and partially offset by a $30.5 decrease in restructuring costs. Refer to "Note 3 - Acquisitions" for additional information on these acquisitions

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Net sales $ 2,070.8 $ 1,602.3 $ 468.5 29.2 %

Operating profit (loss) 571.4 384.6 186.8 48.6

Margin 27.6 % 24.0 %

Net sales $ 719.9 $ 560.2 $ 159.7 28.5 %

Operating profit (loss) 95.6 59.2 36.4 61.5

Margin 13.3 % 10.6 %

Asia Pacific net sales were $719.9 in the second quarter of 2026, an increase of $159.7, or 28.5%, from the second quarter of 2025. The increase in sales was primarily driven by products increasing by $138.4, sales of service & spares increasing by $21.3, and the positive impact of foreign currency of approximately $15.8.

Interest expense (income), net, was $17.4 $6.4 in the second third quarter of 2026 compared to $21.3 $22.8 in the second third quarter of 2025. The $3.9 $16.4 decrease was primarily driven by a $9.2 $15.5 increase in interest income offset by the gain related to interest rate swaps in the prior period. 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.

Other Non-Operating Expense (Income)

Other non-operating income was $17.4 in the third quarter of 2026 driven by a $18.1 upwards adjustments of non-marketable securities accounted for under the measurement alternative. Refer to "Note 9 - Financial Instruments and Risk Management" for additional information on non-marketable securities.

Income tax expense was $122.2 $230.3 in the second third quarter of 2026 compared to $96.9 $93.7 in the second third quarter of 2025. The $25.3 $136.6 increase is primarily due to increased business performance. partially offset by discrete tax benefits for stock compensation. The effective rate in the second third quarter of 2026 was primarily influenced by favorable impact discrete tax benefits for stock compensation. business performance and geographic mix of earnings. The effective rate in the second third quarter of 2025 was primarily influenced by the favorable impact discrete tax benefits related to for stock compensation and return to provision adjustments.

The following is detail of business segment results for the three months ended June September 30, 2026 compared to the three months ended June September 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.

(Dollars in millions) Three months ended June September 30, 2026 Three months ended June September 30, 2025 $ Change % Change

Net sales $ 2,988.8 $ 1,712.4 $ 1,276.4 74.5 %

Operating profit (loss) 877.3 501.8 375.5 74.8

Margin 29.4 % 29.3 %

Americas net sales were $2,070.8 $2,988.8 in the second third quarter of 2026, an increase of $468.5, $1,276.4, or 29.2%, 74.5%, from the second third quarter of 2025. The increase in sales was primarily driven by higher sales volume due to products increasing capacity expansion and large project execution. Product sales increased by $345.3 $1,099.2 and sales of service & spares increasing by $123.2, which were slightly offset increased by temporary supply chain congestion and multi-phased project execution. $177.2. Americas net sales were positively impacted by foreign currency of approximately $6.4. $3.2.

Operating profit (loss) in the second third quarter of 2026 was $571.4, $877.3, an increase of $186.8, $375.5, or 48.6%, 74.8%, compared with the second third quarter of 2025. Margin increased primarily due to the mix of product and service sales in addition to operational leverage offsetting mix impact.

(Dollars in millions) Three months ended June September 30, 2026 Three months ended June September 30, 2025 $ Change % Change

Net sales $ 779.3 $ 519.8 $ 259.5 49.9 %

Operating profit (loss) 132.4 68.5 63.9 93.3

Margin 17.0 % 13.2 %

Asia Pacific net sales were $779.3 in the third quarter of 2026, an increase of $259.5, or 49.9%, from the third quarter of 2025. Product sales increased by $234.0, and service & spares increased by $25.5, inclusive of the positive impact of foreign currency of approximately $8.2.

Operating profit (loss) in the second third quarter of 2026 was $95.6, $132.4, an increase of $36.4, $63.9, or 61.5%, 93.3%, compared with the second third quarter of 2025, primarily driven by operational leverage and continued cost improvement actions.

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Net sales $ 483.6 $ 475.6 $ 8.0 1.7 %

Operating profit (loss) 124.2 104.2 20.0 19.2

Margin 25.7 % 21.9 %

(Dollars in millions) Three months ended June September 30, 2026 Three months ended June September 30, 2025 $ Change % Change

Net sales $ 544.7 $ 443.6 $ 101.1 22.8 %

Operating profit (loss) 152.3 83.5 68.8 82.4

Margin 28.0 % 18.8 %

Europe, Middle East & Africa net sales were $483.6 $544.7 in the second third quarter of 2026, an increase of $8.0, $101.1, or 1.7%, 22.8%, from the second third quarter of 2025. The increase in sales was primarily driven by the positive impact of foreign currency of approximately $13.7 compared to the second quarter of 2025. Net strengthening market demand and successful pipeline conversion. Product sales of products increased by $3.8 $93.0 and service & spares increased by $4.2. $8.1, inclusive of a negative impact of foreign currency of approximately $2.3.

Operating profit (loss) in the second third quarter of 2026 was $124.2, $152.3, an increase of $20.0, $68.8, or 19.2%, 82.4%, compared with the second third quarter of 2025. Margin improved primarily due to project improved operational leverage and commercial execution. improvements.

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Net sales $ 5,923.8 $ 4,674.1 $ 1,249.7 26.7 %

Cost of sales 3,689.2 3,091.0 598.2 19.4

Gross profit 2,234.6 1,583.1 651.5 41.2

Selling, general and administrative expenses 951.1 741.9 209.2 28.2

Amortization of intangibles 151.3 92.9 58.4 62.9

Restructuring costs (8.8) 3.0 (11.8) (393.3)

Foreign currency (gain) loss, net 2.3 4.9 (2.6) (53.1)

Other operating expense (income) 60.7 7.3 53.4 731.5

Operating profit (loss) 1,078.0 733.1 344.9 47.0

Interest expense (income), net 13.0 46.6 (33.6) (72.1)

Income tax expense 170.4 197.8 (27.4) (13.9)

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and 71 more changes in the filing

Controls and procedures 3 changes

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The Company s management, with the participation of its Chief Executive Officer and its Chief Financial Officer, conducted an evaluation of the effectiveness of the Company s disclosure controls and procedures as of June September 30, 2026 (the end of the period covered by this Quarterly Report on Form 10-Q). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of June September 30, 2026 , the Company s disclosure controls and procedures were effective in ensuring that material information for the Company, including its consolidated subsidiaries, required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC s rules and forms, and that it is accumulated and communicated to management, including our principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June September 30, 2026, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

The Company completed the acquisition of Great Lakes as of August 20, 2025, PurgeRite as of December 4, 2025, BMarko Structures, LLC as of April 10, 2026, Strategic Thermal Labs, LLC as of April 24, 2026, and ThermoKey S.p.A as of June 11, 2026. As such: Great Lakes; PurgeRite; BMarko Structures, LLC; Stategic Thermal Labs, LLC; and ThermoKey S.p.A.; respectively, have been excluded from the Company's assessment of internal control over financial reporting. Companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company under guidelines established by the Securities and Exchange Commission.

Legal proceedings 2 changes

With the exception of the below, we are not a party to any material, pending legal proceedings or claims at June September 30, 2026. From time-to-time, we may be a party to, or otherwise involved in, legal proceedings arising in the normal course of business. The nature of our business ordinarily results in a certain amount of pending as well as threatened claims, litigation, investigations, regulatory and legal and administrative cases, matters and proceedings, all of which are considered incidental to the normal conduct of business. When we determine that we have meritorious defenses to the claims asserted, we vigorously defend ourself. undertake a vigorous defense. We consider settlement of cases when, in management s judgment, it is in the best interests of both Vertiv and its shareholders to do so.

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As of June September 30, 2026, other than as described above, there were no known contingent liabilities (including guarantees, taxes and other claims) that management believes were or will be material in relation to the Company s Unaudited Condensed Consolidated Financial Statements, nor were there any material commitments outside the normal course of business.

Risk factors 1 change

Other than as noted below, the Company's risk factors, as of June September 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.

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Unregistered sales of stock 1 change

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As of June September 30, 2026, $2.4 billion shares were available for repurchase. During 2026, Vertiv made no share repurchases.

Plan 10b5-1 Plan Adoptions and Modification 2 changes

During the fiscal quarter covered by this Quarterly Report on Form 10-Q, Edward Monser Paul Ryan , a member President EMEA and an officer of the Company's board of directors, Company, adopted a "Rule 10b5-1 trading arrangement" (the "Ryan 10b5-1 Plan") as such each term is defined in Item 408(a) of Regulation S-K. The Rule Ryan 10b5-1 trading arrangement, Plan, adopted by Mr. Monser Ryan on May 22, September 4, 2026 , is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, and provides for the sale of up to 2,137 shares of Company Class A common stock and the exercise of options and same day sale of up to 88,791 36,662 shares of Company Class A common stock. and The Ryan 10b5-1 Plan will remain in effect until the earlier of (1) June 24, September 3, 2027 ; (2) the first date on which all trades have been executed or all orders relating to such trades have expired; or (3) upon written notice by Mr. Monser Ryan or the broker to terminate or modify the Rule Ryan 10b5-1 trading arrangement Plan subject to and in compliance with the Company's insider trading policy and applicable securities laws.

During the fiscal quarter covered by this Quarterly Report on Form 10-Q, Anand Sanghi , President AMER and an officer of the Company, adopted a "Rule 10b5-1 trading arrangement" (the "Sanghi 10b5-1 Plan") as such each term is defined in Item 408(a) of Regulation S-K. The Sanghi 10b5-1 Plan, adopted by Mr. Sanghi on September 10, 2026 , is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, and provides for the exercise of options and same day sale of up to 250,508 shares of Company Class A common stock. The Sanghi 10b5-1 Plan will remain in effect until the earlier of (1) June 18, 2027 ; (2) the first date on which all trades have been executed or all orders relating to such trades have expired; or (3) upon written notice by Mr. Sanghi or the broker to terminate or modify the Sanghi 10b5-1 Plan subject to and in compliance with the Company's insider trading policy and applicable securities laws.

Exhibits 4 changes

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2.1 Agreement and Plan of Merger between Vertiv Corporation, Vultra Merger Sub, Inc., Utility Innovation Holdings, Inc., and Sidney Hilton, dated September 1, 2026 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 2, 2026).

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101.INS The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended June September 30, 2026, formatted in Inline XBRL: (i) Unaudited Condensed Consolidated Statements of Earnings (Loss), (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Unaudited Condensed Consolidated Balance Sheets, (iv) Unaudited Condensed Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags

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104 Cover page from the Company s Quarterly Report on Form 10-Q for the quarter ended June September 30, 2026, formatted in Inline XBRL (and contained in Exhibit 101)

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Date: October 28, 2026

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