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Vertiv Holdings Co

For the period ended Jun 30, 2026. Filed Jul 29, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 29, 2026

VRT$182.86+3.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-04-22.

0001628280-26-026556

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-07-29.

0001628280-26-050609

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 61 previous paragraphs and 89 current paragraphs.

34 unchanged; 24 reworded; 25 added; 2 removed; 1 previous and 6 current paragraphs rearranged.

Tables are not compared: 5 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (25)

Current report

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.

Current report

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.

Current report

Cost of sales were $2,039.4 in the second quarter of 2026, an increase of $297.9, or 17.1% compared to the second 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 in the second quarter of 2026, or 37.7% of sales, compared to $896.6, or 34.0% of sales in the second quarter of 2025. Margin expansion in the second quarter of 2026 was primarily driven by the mix of product and service sales.

Current report

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

Current report

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

Current report

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.

Current report

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

Current report

Europe, Middle East & Africa net sales were $483.6 in the second quarter of 2026, an increase of $8.0, or 1.7%, from the second 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 sales of products increased by $3.8 and service & spares increased by $4.2.

Current report

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

Current report

Comparison of the Six Months Ended June 30, 2026 and Six Months Ended June 30, 2025

Current report

SG&A expenses were $951.1 in the first six months of 2026, an increase of $209.2, or 28.2% compared to the first six months of 2025. The increase was primarily driven by increased compensation costs and acquisition related SG&A costs. SG&A as a percentage of sales were 16.1% in the first six months of 2026 compared with 15.9% in the first six months of 2025.

Current report

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

Current report

Operating profit (loss) in the first six months of 2026 was $177.7, a decrease of $5.2, or 2.8%, compared with the first six months of 2025. Margin increased primarily due to improved project execution.
Removed paragraphs (2)

Previous report

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.

Previous report

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.
Reworded paragraphs (24)

Previous wording

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; f…

Excerpt shortened here; the source contains the full paragraph.

Current wording

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 …

Excerpt shortened here; the source contains the full paragraph.

Previous wording

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.

Current wording

We are a global leader in the design, manufacturing and servicing of critical digital infrastructure technology that powers, cools, deploys, secures and maintains electronics that process, store and transmit data. We primarily provide this technology to data centers, communication networks and commercial and industrial environments worldwide. We aim to help create a world where critical technologies always work, and where we empower the vital applications of the digital world.

Previous wording

•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.

Current wording

•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 have affected, and are likely to continue to impact, supply chains, input costs, fuel and transportation costs, customer demand, capital markets and foreign exchange rates.

Previous wording

•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.

Current wording

•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. As the pace of innovation continues to accelerate, we continue to invest in engineering, research and development, further enabling our technology capabilities across the portfolio to support performance, efficiency and scalability requirements. Through close collaboration with leading industry participants, we are aligning our technology roadmap with evolving customer requirements to deliver scalable, efficient and future-ready solutions.

Previous wording

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.

Current wording

Selling, general and administrative (“SG&A”) expenses were $494.4 in the second quarter of 2026, an increase of $98.8 compared to the second 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% in the second quarter of 2026 compared with 15.0% in the second quarter of 2025.

Previous wording

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.

Current wording

Corporate and other costs include costs associated with our headquarters located in Westerville, Ohio, as well as centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, IT, Legal, Human Resources, and global product platform development and offering management. Total corporate and other costs were $79.6 and $58.7 in the second quarter of 2026 and 2025, respectively. Total corporate and other costs increased $20.9 compared to the second quarter of 2025 primarily due to the $28.8 loss on the change in fair value of contingent consideration associated with the PurgeRite acquisition and offset by a $4.0 decrease in restructuring costs.

Previous wording

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.

Current wording

Net sales were $5,923.8 in the first six months of 2026, an increase of $1,249.7, or 26.7%, compared with $4,674.1 in the first six months of 2025. The increase in sales was primarily driven by higher sales volumes, acquisition related sales of $226.3, and positive impacts from foreign currency of $92.6. Product sales increased $967.6, which included the positive impacts from foreign currency of $72.3. Services & spares sales increased $282.1, which included positive impacts from foreign currency of $20.3.

Previous wording

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.

Current wording

Excluding intercompany sales, net sales were $3,885.2 in the Americas, $1,233.6 in Asia Pacific and $805.0 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segments section below.

Previous wording

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.

Current wording

Cost of sales were $3,689.2 in the first six months of 2026, an increase of $598.2, or 19.4%, compared to the first six months 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 $2,234.6 in the first six months of 2026, or 37.7% of sales, compared to $1,583.1, or 33.9% of sales, in the first six months of 2025. Margin increased in the first six months of 2026 due primarily to the mix of product and service sales in addition to operational leverage and improved project execution.

Previous wording

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.

Current wording

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 $205.5 for the first six months of 2026, which was a $97.4 increase from the first six months of 2025. The increase was primarily due to a $58.4 increase in amortization of intangibles and a $53.4 increase in other operating expense (income), primarily due to the contingent consideration related to our recent acquisitions. Refer to "Note 3 - Acquisitions" for additional information on these acquisitions. Other operating expenses were slightly offset by a $11.8 decrease in restructuring costs.

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

Income tax expense was $170.4 in the first six months of 2026 compared to $197.8 in the first six months of 2025. The $27.4 decrease from the first six months of 2025 and the effective rate in the first six months of 2026 were 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 six months of 2025 was primarily influenced by the negative impact a valuation allowance established to account for legislative changes effective in the first quarter of 2025, partially offset by the favorable impact of other discrete items such as stock compensation and changes in deferred tax liabilities.

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

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 $110.0 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.

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

At June 30, 2026, we had $2,810.6 in cash and cash equivalents and $300.0 in short-term investments, which include amounts held outside of the U.S., primarily in Europe and Asia. Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. We are not asserting indefinite reinvestment of cash or outside basis for our non-U.S. subsidiaries due to the outstanding debt obligations in instances where alternative repatriation options, other than dividends, are not available. At June 30, 2026, Vertiv had $2,483.6 of availability (subject to customary conditions) under the Senior Unsecured Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of $16.4.

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

Net cash used for financing activities was $3.0 in the first six months of 2026 compared to $32.9 used for financing activities in the first six months of 2025. The decrease in cash used in 2026 was primarily the result of a $34.4 increase in net proceeds from the issuance and repayment of long-term debt, and a $14.9 net increase related to the exercise of employee stock options, offset by a $19.4 increase in dividend payments.
Rearranged current paragraphs (6)

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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 for the second quarter of 2026, which was a $44.0 increase from the second quarter of 2025. The increase was primarily due to a $26.8 increase in amortization of intangibles and a $21.4 increase in other operating expense (income), primarily due to the contingent consideration related to our recent acquisitions. Refer to "Note 3 - Acquisitions" for additional information on these acquisitions.

Current report — wording carried from elsewhere

Interest expense (income), net, was $17.4 in the second quarter of 2026 compared to $21.3 in the second quarter of 2025. The $3.9 decrease was primarily driven by a $9.2 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.

Current report — wording carried from elsewhere

Income tax expense was $122.2 in the second quarter of 2026 compared to $96.9 in the second quarter of 2025. The $25.3 increase is primarily due to increased business performance partially offset by discrete tax benefits for stock compensation. The effective rate in the second quarter of 2026 was primarily influenced by favorable impact discrete tax benefits for stock compensation. The effective rate in the second quarter of 2025 was primarily influenced by the discrete tax benefits related to stock compensation.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Corporate and other costs were $173.0 and $106.1 in the first six months of 2026 and 2025, respectively. Total corporate and other costs increased by $66.9 compared to the first six months of 2025 primarily due to the $62.0 loss on the change in fair value of contingent consideration associated with the PurgeRite acquisition, an increase in certain employee-related costs, and a decrease in the foreign currency loss.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Three Months Ended March 31, 2026 and 2025