Vertiv Holdings

    VRT ·NYSE ·Electronic Components, NEC ·Inc. in DE
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    Item 1. Business
    Overview
    Vertiv is a global leader in critical digital infrastructure for applications in data centers, communication networks, and commercial and industrial environments. As businesses, industries, and communities become more connected, we pioneer and deliver end-to-end power and cooling technologies to help our customers stay resilient, optimized, and future-ready. With our industry-leading innovative technologies and global services network, we are fueling the revolution of the digital world — keeping technology ecosystems running efficiently and without interruption. We believe that Vertiv is supercharging data’s potential; accelerating the pace of technology, raising the bar for accelerated compute and redefining the limits of densification. The world depends on data we power and cool™.
    Our Company
    Our roots trace back to 1946 and the beginning of the information age, when Ralph Liebert founded the precursor to the Liebert Corporation, which was established in 1965 as the industry’s first manufacturer of computer room air conditioning. In 1987, Liebert was acquired by Emerson Electric Co, which later formed its Network Power business in 2000 to integrate critical infrastructure technologies, including Liebert and previously acquired ASCO, a provider of power transfer switches, under one brand. Over the next decade, Emerson Network Power expanded through acquisitions of Avansys, Marconi’s outside plant and power system; Knurr AG, a leading provider of enclosure systems; and Avocent, a leading provider of IT management software and keyboard, video and mouse (or "KVM") solutions. In 2016, Emerson Network Power was spun off as a standalone business and ultimately became — Vertiv.
    Vertiv became publicly-traded on February 7, 2020, with its shares listed on the New York Stock Exchange (NYSE:VRT), through a business combination with GS Acquisition Holdings Corp (“GSAH”), a special purpose acquisition company later renamed Vertiv Holdings Co (the "Business Combination").
    Our Business
    Vertiv has the most complete portfolio of critical digital infrastructure offerings. We design, manufacture, sell, install, maintain, and service critical digital infrastructure technologies and rapidly deployable customized solutions to meet the specific business requirements and needs of a diverse group of customers. Vertiv leads with first-to-market designs engineered for next-gen rack-scale artificial intelligence ("AI") compute — enabling transformation and scale to stay multiple compute generations ahead. Our global footprint comprises engineering, manufacturing, operations, sales and service locations in more than 40 countries across the Americas, Asia Pacific and Europe, Middle East & Africa. We provide the hardware, software and services to facilitate an increasingly interconnected marketplace of digital systems, where large amounts of indispensable data need to be transmitted, analyzed, processed and stored. Whether this growing quantity of data is managed centrally in hyperscale/cloud locations, distributed at the edge of the network, processed in an enterprise location or managed via a hybrid platform, the underpinnings and operations of all those locations rely on our critical digital infrastructure and services.
    Our broad range of offerings includes AC and DC power management, thermal management, low/medium voltage switchgear, busbar, air cooled and liquid cooled thermal management products, integrated modular solutions, racks, single phase UPS, rack power distribution, rack thermal systems, configurable integrated solutions, energy storage solutions, hardware, software for managing IT equipment and services. These comprehensive offerings are integral to the reliable operation of technologies used to support applications that include AI, e-commerce, online banking, file sharing, video on-demand, energy storage, wireless communications, Internet of Things and online gaming. In addition, through our global services network, we provide lifecycle management services, predictive analytics and professional services for deploying, maintaining and optimizing these products and their related systems. Our most prominent brands include Vertiv, Liebert, NetSure, Geist, Energy Labs, ERS, Albér, and Avocent.
    We manage our business across three reportable segments based on our main geographic regions—the Americas, Asia Pacific and Europe, Middle East & Africa. For the year ended December 31, 2025, Vertiv’s net sales was $10,229.9, of which 62% was transacted in the Americas; 20% was transacted in Asia Pacific; and 18% was transacted in Europe, Middle East & Africa. This compares with net sales for the year ended December 31, 2024 of $8,011.8, of which 56% was transacted in the Americas, 22% was transacted in Asia Pacific, and 22% in Europe, Middle East & Africa.
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    Backlog
    Vertiv’s estimated combined order backlog was $15.0 billion and $7.2 billion as of December 31, 2025 and 2024, respectively, as continued strong demand has contributed to an increase in customer orders being placed in advance of our ability to fulfill them. The backlog consists of product and services for which a customer purchase order or purchase commitment has been received and which has not yet been delivered. Orders may be subject to cancellation or rescheduling by the customer.
    The majority of the combined backlog as of December 31, 2025 is considered firm and is expected to be shipped within the next 12 to 18 months. We do not believe that Vertiv’s backlog estimates as of any date are necessarily indicative of our net sales for any future period. Additionally, our current backlog estimates are subject to a number of risks, as further detailed in “Item 1A. Risk factors—Risks relating to our customers and our industry—We may not realize all of the sales expected from our backlog of orders and contracts.
    Strategic Priorities
    Our businesses are focused on the following strategic priorities:
    ■Maintain Customer Focus
    ◦Enhance the customer experience through best in-class tools, commercial, technical, delivery, and service execution.
    ◦Nurture strong customer relationships.
    ◦Create superior customer value enabling demand and margin expansion.
    ■Achieve Operational Excellence
    ◦Continuous process improvement mindset to achieve speed, efficiency, efficacy, and scalability.
    ◦Achieve pervasive and efficient development and deployment of advanced IT tools and automation.
    ◦Adopt a rigorous management operating process and cadence.
    ■Build a High-Performance Culture
    ◦Foster a culture of accountability, collaboration, and speed.
    ◦Develop a widespread sense of urgency and reward performance.
    ◦Deliver on commitments and execute agreed plans rooted in performance achievement, talent development and growth mindset.
    ■Foster Innovation
    ◦Be a market leader in our technology and service domains and continue to differentiate through our new products.
    ◦Develop and introduce processes with effectiveness and velocity.
    ◦Develop system-level strength that leverages our unique product and services portfolio.
    ■Reinforce Financial Strength
    ◦Achieve long- and short-term margin and profit expansion combined with using operational leverage.
    ◦Drive cash and balance sheet strength through rigorous resource allocation and management.
    ◦Generate profitable growth and focus on continuous variable margin optimization and develop superior pricing capabilities.
    Our Customers
    Our customers operate in some of the world's most critical industries. We primarily serve customers across three main end markets: (1) data centers (including hyperscale/cloud, colocation, neocloud and enterprise), (2) communication networks and (3) commercial and industrial applications.
    Data Centers: Data centers are purpose-built facilities that enable the processing, storage, and distribution of data across both traditional workloads and high-density compute, including AI training and inference. There are a host of different sizes and types of data centers, but they can be broken down into the following primary classifications:
    •Cloud/Hyperscale: These facilities are large in scale, can span multiple acres and are primarily used to support cloud applications. This portion of the industry is growing rapidly with drivers such as adoption of cloud-based data services and AI workloads. Examples of companies in this space include Microsoft, Amazon Web Services, and Google Cloud.
    •Colocation: These facilities range in size and offer clients a location where they can place their IT equipment, while the building and critical digital infrastructure is owned by the colocation company. This portion of the industry is on a significant growth trajectory. Examples of companies in this space include Digital Realty, Equinix, Compass, and QTS.
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    •Neocloud: These providers deliver AI-optimized cloud infrastructure as a service, offering high-performance compute environments designed for AI and accelerated workloads. This segment is growing rapidly, driven by AI training and inference demand and customers seeking alternatives to traditional hyperscale platforms. Examples of companies in this space include CoreWeave and Nebius.
    •Enterprise: This classification refers to the “Fortune 1000” scale businesses that have their own on-premises data centers. The growth of the enterprise market, based on data centers and square footage, has generally been flat for the past three years. Examples of companies in this space include Goldman Sachs, J.P. Morgan, Walmart and Allianz.
    Communication Networks: This space is comprised of wireline, wireless, and broadband companies. These companies create content and are ultimately responsible for distributing voice, video, and data to businesses and consumers. They deliver this data through an intricate network of wireline and wireless mediums. Additionally, some of these companies’ locations act as data centers where the data is delivered, processed and stored. This sector has a generally low single-digit growth profile and generally aligned with telecom capex investment and new mobile deployment cycles.
    Commercial and Industrial: This space is comprised of commercial and industrial environments where our products keep critical systems running. Examples include transportation, manufacturing, and oil and gas. These applications are growing in their need for intelligent infrastructure and may be regulated or need to satisfy some level of compliance. The growth in this area generally aligns with changes in gross domestic product, and can be further driven by increased automation and digitalization in both light and heavy industrial application environments.
    We engage these industries and end users through our global network of direct sales professionals, independent sales representatives, channel partners and original equipment manufacturers. Many of our installations are completed in collaboration with our customers and we work with them from the initial planning phase through delivery and servicing of the completed solution. This depth of interaction supports key customer relationships, sometimes spanning multiple decades.
    Our Offerings
    We design, manufacture and service critical digital infrastructure technology primarily for data centers, communication networks and commercial and industrial environments. Our principal offerings include products and service & spares.
    Products
    We identify delivery of products as performance obligations. Such products include AC and DC power management, thermal management, low/medium voltage switchgear, busbar, air cooled and liquid cooled thermal management products, integrated modular solutions, racks, single phase UPS, rack power distribution, rack thermal systems, configurable integrated solutions, energy storage solutions, hardware, and software for managing IT equipment.
    Services & spares
    Global services include both pre-sale and after-sales services, for example, preventative maintenance, project management, acceptance testing, engineering and consulting, performance assessments, remote monitoring, specialized fluid management, training, spare parts, and critical digital infrastructure software. We provide consistent service delivery for critical facilities in all regions of the world with service provided by knowledgeable, local specialists. Regular service of critical equipment supports maximum uptime and often reduces total cost of ownership for customers. We provide full support of critical digital infrastructures when and where our customers need us. Vertiv services are used primarily in data centers, communications facilities, government agencies, utilities, and industrial plants. Across the globe, we operate over 300 service centers and deploy approximately 5,000 service engineers.
    Competition
    The majority of our competitors target a specific offering or a specific geographic location. Competition in our markets is primarily on the basis of reliability, quality, price, service and customer relationships. Across our three geographic segments, we encounter two principal types of competitors: niche players (e.g., Delta Electronics, Inc., Stulz GmbH, Johnson Controls International PLC, and Socomec Holding SA) and large-scale global competitors (e.g., Schneider Electric, S.E., Eaton Corporation Plc, Legrand SA, and Huawei Investment & Holding Co., Ltd.) We believe we differentiate ourselves through: (i) application expertise and customer collaboration to envision and build future-ready infrastructure; (ii) most complete portfolio and continual innovation; (iii) proven superior reliability and quality; (iv) truly global presence and ability to scale for our customers' operating flexibility and resilience; and (v) our industry-leading global service network to safeguard uptime and support.
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    Sales and Marketing

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    Financial statements

    data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

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    From 10-Q filed 2026-04-22 (period ending 2026-03-31).

    ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    Unless the context otherwise indicates or requires, references to “the Company,” “Vertiv,” “we,” “us” and “our” refer to Vertiv Holdings Co, a Delaware corporation, and its consolidated subsidiaries. In addition, dollar amounts are stated in millions, except for per share amounts. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the Consolidated Financial Statements and the notes thereto included elsewhere in the Annual Report.
    Cautionary Note Regarding Forward-Looking Statements
    This Form 10-Q, and other statements that Vertiv may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and as such are not historical facts. Such statements may include, without limitation, those regarding Vertiv’s future financial performance or position, capital structure, indebtedness, business performance, strategy and plans, and expectations and objectives of Vertiv management for future operations and financial performance. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of results of performance. Vertiv cautions that such forward-looking statements are subject to numerous assumptions, risks and uncertainties, which may change over time. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When Vertiv discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, Vertiv’s management at the time of such statements.
    The forward-looking statements contained in this Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on Vertiv. There can be no assurance that future developments affecting Vertiv will be those that Vertiv has anticipated. Forward-looking statements included in this Form 10-Q speak only as of the date of this filing or any earlier date specified for such statements. Vertiv undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. All subsequent written or oral forward-looking statements attributable to Vertiv or persons acting on Vertiv’s behalf are qualified in their entirety by this Cautionary Note Regarding Forward-Looking Statements.
    These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Vertiv’s control) or other assumptions, which 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 identified 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
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    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.
    Overview
    We are a global leader in the design, manufacturing and servicing of critical digital infrastructure technology that powers, cools, deploys, secures and maintains electronics that process, store and transmit data. We primarily provide this technology to data centers, communication networks and commercial & industrial environments worldwide. We aim to help create a world where critical technologies always work, and where we empower the vital applications of the digital world.
    Outlook and Trends
    Below is a summary of trends and events that are currently affecting, or may in the future affect, our business, operations and short-term outlook:
    •Trade, 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 may affect supply chains, input costs, fuel and transportation costs, customer demand, capital markets and foreign exchange rates.
    We continue to actively manage these risks through supply chain diversification, regional sourcing strategies, pricing actions, financial hedging, and ongoing evaluation of alternative manufacturing, financial and procurement approaches.
    •Growth and Capacity Expansion: We continue to see very robust growth in demand for data centers supporting artificial intelligence ("AI") and high-performance compute applications and have strategically invested in expanding our global capacity in response to current and anticipated customer demand across key infrastructure segments. For the quarter, our capital investments were significantly higher than the spend in the same quarter of 2025. Looking ahead, we anticipate further investment in global capacity to further bolster operational resiliency and to capture additional demand. These investments build upon prior capacity expansion efforts and are aimed at supporting our global ability to scale our business, with the byproduct of addressing inherent complexities and challenges associated with very robust market growth.
    •Artificial Intelligence and High-Performance Compute Demand: The continued adoption of AI and high-performance computing is driving increased demand for data center infrastructure, including power, thermal, and infrastructure management solutions. We continue to invest in product and technology innovation, as well as capacity and capability expansions to support this growth and evolving customer requirements.
    •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. We continue to invest in expanding our advanced research engineering and technology capabilities across the power and thermal chain to support performance, efficiency and scalability requirements.
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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.
    Together, these capabilities support Vertiv’s systems-level approach and enhance our ability to help customers deploy critical digital infrastructure faster, at scale, and with greater predictability as demand continues to grow.
    RESULTS OF OPERATIONS
    Comparison of the Three Months Ended March 31, 2026 and Three Months Ended March 31, 2025
    (Dollars in millions)Three months ended March 31, 2026Three months ended March 31, 2025$ Change% Change
    Net sales$2,649.5 $2,036.0 $613.5 30.1 %
    Cost of sales1,649.8 1,349.5 300.3 22.3 
    Gross profit999.7 686.5 313.2 45.6 
    Selling, general and administrative expenses456.7 346.3 110.4 31.9 
    Amortization of intangibles77.6 46.0 31.6 68.7 
    Restructuring costs(4.9)1.1 (6.0)(545.5)
    Foreign currency (gain) loss, net(1.6)2.6 (4.2)(161.5)
    Other operating expense (income)31.8 (0.2)32.0 16,000.0 
    Operating profit (loss)440.1 290.7 149.4 51.4 
    Interest expense (income), net(4.4)25.3 (29.7)(117.4)
    Loss on extinguishment of debt6.2 — 6.2 — 
    Income tax expense48.2 100.9 (52.7)(52.2)
    Net income (loss)$390.1 $164.5 $225.6 137.1 %
    Net Sales
    Net sales were $2,649.5 in the first quarter of 2026, an increase of $613.5, or 30.1%, compared with $2,036.0 in the first quarter of 2025. The increase in sales was primarily driven by higher sales volumes including the positive impacts from foreign currency of $56.6. Product sales increased $480.1, which included the positive impacts from foreign currency of $43.6. Services & spares sales increased $133.4, which included positive impacts from foreign currency of $13.0.
    Excluding intercompany sales, net sales were $1,814.4 in the Americas, $513.7 in Asia Pacific and $321.4 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segments section below.
    Cost of Sales
    Cost of sales were $1,649.8 in the first quarter of 2026, an increase of $300.3, or 22.3% compared to the first quarter of 2025. The increase in cost of sales was primarily driven by the impact of higher volumes. Gross profit was $999.7 in the first quarter of 2026, or 37.7% of sales, compared to $686.5, or 33.7% of sales in the first quarter of 2025. Margin increased in the first quarter of 2026 due primarily to the mix of product and service sales in addition to operational leverage.
    Selling, General and Administrative Expenses
    Selling, general and administrative expenses (“SG&A”) were $456.7 in the first quarter of 2026, an increase of $110.4, or 31.9% compared to the first quarter of 2025. The increase in SG&A was primarily driven by increased compensation costs. SG&A as a percentage of sales were 17.2% in the first quarter of 2026 compared with 17.0% in the first quarter of 2025.
    Other Operating Expense
    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 for the first quarter of 2026, which was a $53.4 increase from the first quarter of 2025. The increase was primarily due to a $32.0 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.
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    Interest Expense
    Interest expense (income), net, was $(4.4) in the first quarter of 2026 compared to $25.3 in the first quarter of 2025. The $29.7 decrease in expense is primarily driven by $21.2 of interest income related to the interest rate swap settlement and $4.5 of incremental interest income compared the first quarter of 2025. To the extent interest rates continue to fluctuate our interest expense will change, although we expect these changes to be mitigated by our interest rate swaps and interest income.
    Income Taxes
    Income tax expense was $48.2 in the first quarter of 2026 compared to $100.9 in the first quarter of 2025. The $52.7 decrease from the first quarter of 2025 and the effective rate in the first quarter of 2026 is primarily due to increased business performance, offset by discrete tax benefits for stock compensation and the interest rate swap settlement. Refer to "Note 9 - Financial Instruments and Risk Management" for additional information about the interest rate swap settlement. The effective rate in the first quarter of 2025 was primarily influenced by the negative impact a valuation allowance established to account for legislative changes effective in the first quarter of 2025 partially offset by the favorable impact of other discrete items such as stock compensation and changes in deferred tax liabilities.
    Business Segments
    The following is detail of business segment results for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Segment profitability is defined as operating profit (loss). Segment margin represents segment operating profit (loss) expressed as a percentage of segment net sales. For reconciliations of segment net sales and earnings to our consolidated results, see “Note 11 — Segment Information,” of our Unaudited Condensed Consolidated Financial Statements. Segment net sales are presented excluding intercompany sales.
    Americas
    (Dollars in millions)Three months ended March 31, 2026Three months ended March 31, 2025$ Change% Change
    Net sales$1,814.4 $1,185.3 $629.1 53.1 %
    Operating profit (loss)490.2 259.7 230.5 88.8 
    Margin27.0 %21.9 %
    Americas net sales were $1,814.4 in the first quarter of 2026, an increase of $629.1, or 53.1%, from the first quarter of 2025. The increase in sales was primarily driven by higher sales volumes due to products increasing by $517.6 and sales of service & spares increasing by $111.5. Americas net sales were positively impacted by foreign currency of approximately $7.5.
    Operating profit (loss) in the first quarter of 2026 was $490.2, an increase of $230.5, or 88.8%, compared with the first quarter of 2025. Margin increased primarily due to the mix of product and service sales in addition to operational leverage.
    Asia Pacific
    (Dollars in millions)Three months ended March 31, 2026Three months ended March 31, 2025$ Change% Change
    Net sales$513.7 $447.2 $66.5 14.9 %
    Operating profit (loss)67.4 45.7 21.7 47.5 
    Margin13.1 %10.2 %
    Asia Pacific net sales were $513.7 in the first quarter of 2026, an increase of $66.5, or 14.9%, from the first quarter of 2025. The increase in sales were primarily driven by products increasing by $47.3, and service & spares increasing by $19.2, and the positive impact of foreign currency of approximately $13.0.
    Operating profit (loss) in the first quarter of 2026 was $67.4, an increase of $21.7, or 47.5%, compared with the first quarter of 2025. Margin increased primarily driven by operational leverage and continued cost improvement actions.
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    Europe, Middle East & Africa
    (Dollars in millions)Three months ended March 31, 2026Three months ended March 31, 2025$ Change% Change
    Net sales$321.4 $403.5 $(82.1)(20.3)%
    Operating profit (loss)53.5 78.7 (25.2)(32.0)
    Margin16.6 %19.5 %
    Europe, Middle East & Africa net sales of $321.4 in the first quarter of 2026, decreased by $82.1, or (20.3)%, from the first quarter of 2025 due to softer market demands from prior periods. Sales were positively impacted by foreign currency by approximately $36.1. Net sales of products decreased by $84.8 and services & spares increased by $2.7 compared to the first quarter of 2025.
    Operating profit (loss) in the first quarter of 2026 was $53.5, a decrease of $25.2, or 32.0%, compared with the first quarter of 2025. Margin decreased primarily due to operating leverage.
    Vertiv Corporate and Other
    Corporate and other costs include costs associated with our headquarters located in Westerville, Ohio, as well as centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, Legal, Human Resources, and global product platform development and offering management. Total corporate and other costs were $93.4 and $47.4 in the first quarter of 2026 and 2025, respectively. Total corporate and other costs increased by $46.0 compared to the first quarter of 2025 primarily due to the $33.2 of contingent consideration associated with the PurgeRite acquisition, an increase in certain employee-related costs, and a decrease in the foreign currency loss.

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    Capital Resources and Liquidity
    Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments and debt service.
    Capital Expenditures: Our capital expenditures primarily relate 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 $114.0 during the first quarter of 2026. We expect to have capital expenditures (including capitalized software) of $425.0 to $525.0 for the full year 2026 in order to support capacity expansion across the business.
    We have additional obligations in the ordinary course of our business, beyond those committed for capital expenditures, which consist of debt obligations and other financial instruments. Refer below, as well as to “Note 6 — Debt” and “Note 13 — Commitments and Contingencies” of the Unaudited Condensed Consolidated Financial Statements for more information. In addition, we have uncertain tax positions that are further discussed in “Note 7 — Income Taxes” of the Unaudited Condensed Consolidated Financial Statements. We anticipate lease payment obligations of approximately $93.0 for the full year 2026. We do not have any guarantees or other off-balance sheet financing arrangements, including variable interest entities, which could materially impact our financial condition or liquidity.
    We and our subsidiaries are party to certain indebtedness arrangements, including the Senior Secured Notes due 2028, with an outstanding principal amount of $850.0 as of March 31, 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 March 31, 2026, we had $2,150.6 in cash and cash equivalents and $349.9 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 March 31, 2026, Vertiv had $2,483.3 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.
    We believe our current cash, cash equivalent, and short-term investment levels, augmented by availability under the 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 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 terms.

    26
    Summary Statement of Cash Flows
    Three Months Ended March 31, 2026 and 2025
    (Dollars in millions)20262025$ Change% Change
    Net cash provided by (used for) operating activities$766.8 $303.3 $463.5 152.8 %
    Net cash provided by (used for) investing activities(376.7)(38.8)(337.9)(870.9)
    Net cash provided by (used for) financing activities11.9 (24.9)36.8 147.8 
    Capital expenditures(112.6)(36.5)(76.1)(208.5)
    Investments in capitalized software(1.4)(2.3)0.9 39.1 
    Net Cash provided by (used for) Operating Activities
    Net cash provided by operating activities was $766.8 in the first quarter of 2026, a $463.5 increase in cash generation compared to the first quarter of 2025. Net income from operations of $390.1 included $131.3 of net non-cash expense items, consisting of depreciation and amortization of $107.7, deferred taxes of $28.2, change in fair value of contingent consideration of $33.2, non-cash stock-based compensation expense of $17.0, and amortization of debt discount and issuance costs of $1.6. Trade working capital provided $227.8 in the first quarter of 2026 compared to $4.8 used in the first quarter of 2025.

    Net Cash provided by (used for) Investing Activities
    Net cash used for investing activities was $376.7 in the first quarter of 2026 compared to net cash used for investing activities of $38.8 in the first quarter of 2025. The increased use of cash over the comparable period was primarily driven by a $76.1 increase in capital expenditures in order to support capacity expansion across the business and net purchases of short-term investments of $248.4.
    Net Cash provided by (used for) Financing Activities
    Net cash provided by financing activities was $11.9 in the first quarter of 2026 compared to $24.9 used for financing activities in the first quarter of 2025. The increase in cash provided in 2026 was primarily the result of a $29.2 increase in proceeds from the issuance of long-term debt, and a $22.2 increase in exercise of employee stock options, offset by a $9.7 increase in dividend payments.
    Critical Accounting Policies and Estimates
    The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Unaudited Condensed Consolidated Financial Statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The preceding discussion and analysis of our consolidated results of operations and financial condition should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q. The 2025 financial statements, as part of the 2025 Form 10-K, includes additional information about us, our operations, our financial condition, our critical accounting policies and accounting estimates, and should be read in conjunction with this Quarterly Report on Form 10-Q. Our significant accounting policies are described in “Note 1 - Description of Business and Summary of Significant Accounting Policies” of the 2025 Form 10-K.

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    Next expected filings

    • ~2026-07-29 10-Q expected by 2026-08-12 (in 44 days)
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    • ~2027-02-09 10-K expected by 2027-02-10 (in 239 days)
    • ~2027-04-21 10-Q expected by 2027-05-05 (in 310 days)

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    Recent SEC filings

    • 2026-06-03 8-K Other Events; Financial Statements and Exhibits
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    • 2026-04-22 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2026-04-22 10-Q Quarterly Report
    • 2026-03-06 8-K Other Events; Financial Statements and Exhibits
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    • 2026-02-13 10-K Annual Report
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    • 2025-12-05 8-K Completion of Acquisition/Disposition; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2025-11-03 8-K Material Agreement Entered; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2025-10-22 10-Q Quarterly Report
    • 2025-10-22 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2025-10-14 8-K Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2025-09-03 8-K Other Events; Financial Statements and Exhibits
    • 2025-08-12 8-K Material Agreement Entered; Material Financial Obligation; Financial Statements and Exhibits