Vertiv Holdings Co

Previous 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.

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

•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.

Current wording

•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.

Previous wording

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 wording

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.

Previous wording

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 wording

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

Previous wording

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 wording

Cost of sales were $2,669.4 in the third quarter of 2026, an increase of $1,004.3, or 60.3% compared to the 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 $1,643.4 in the third quarter of 2026, or 38.1% of sales, compared to $1,010.7, or 37.8% of sales in the third quarter of 2025. Margin expansion in the third quarter of 2026 was primarily driven by operational leverage and improved project execution.

Previous 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.

Current wording

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

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 $102.6 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 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 $102.7 for the third quarter of 2026, which was a $23.0 increase from the third quarter of 2025. The increase was primarily due to a $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

Previous wording

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 wording

Interest expense (income), net, was $6.4 in the third quarter of 2026 compared to $22.8 in the third quarter of 2025. The $16.4 decrease was primarily driven by a $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 interest income.

Previous wording

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 wording

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

Previous wording

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 wording

Americas net sales were $2,988.8 in the third quarter of 2026, an increase of $1,276.4, or 74.5%, from the third quarter of 2025. The increase in sales was primarily driven by higher sales volume due to capacity expansion and large project execution. Product sales increased by $1,099.2 and sales of service & spares increased by $177.2. Americas net sales were positively impacted by foreign currency of approximately $3.2.

Previous wording

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 wording

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

Previous wording

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 wording

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

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, 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.

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 $112.9 and $88.9 in the third quarter of 2026 and 2025, respectively. Total corporate and other costs increased $24.0 compared to the third quarter of 2025 primarily due to increased compensation costs, $34.1 of expense due to the change in fair value of contingent consideration associated with the acquisitions (Refer to "Note 3 - Acquisitions" for additional information on these acquisitions), a $6.2 increase in foreign currency loss, and offset by a $30.6 decrease in restructuring costs.

Previous 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.

Current wording

Net sales were $10,236.6 in the first nine months of 2026, an increase of $2,886.7, or 39.3%, compared with $7,349.9 in the first nine months of 2025. The increase in sales was primarily driven by higher sales volumes, acquisition related sales of $383.0, inclusive of positive impacts from foreign currency of $101.8. Product sales increased $2,393.8, which included the positive impacts from foreign currency of $81.2. Services & spares sales increased $492.9, which included positive impacts from foreign currency of $20.6.

Previous 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.

Current wording

Excluding intercompany sales, net sales were $6,874.0 in the Americas, $2,012.9 in Asia Pacific and $1,349.7 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 $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.

Current wording

Cost of sales were $6,358.6 in the first nine months of 2026, an increase of $1,602.5, or 33.7%, compared to the first nine 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 $3,878.0 in the first nine months of 2026, or 37.9% of sales, compared to $2,593.8, or 35.3% of sales, in the first nine months of 2025. Margin increased in the first nine months of 2026 due primarily to operational leverage and improved project execution.

Previous wording

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 wording

SG&A expenses were $1,508.0 in the first nine months of 2026, an increase of $351.8, or 30.4% compared to the first nine 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 14.7% in the first nine months of 2026 compared with 15.7% in the first nine months of 2025.

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 $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.

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 $308.2 for the first nine months of 2026, which was a $120.4 increase from the first nine months of 2025. The increase was primarily due to a $75.5 increase in amortization of intangibles and a $83.6 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 $42.3 decrease in restructuring costs.

Previous 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.

Current wording

Interest expense (income), net, was $19.4 in the first nine months of 2026 compared to $69.4 in the first nine months of 2025. The $50.0 decrease compared the first nine months of 2025 in expense is primarily driven by a $29.2 of incremental interest income and a net decrease of interest expense of $17.6 associated with the repayment of our Term Loan Credit Agreement. 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 income.

Previous 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.

Current wording

Income tax expense was $400.7 in the first nine months of 2026 compared to $291.5 in the first nine months of 2025. The $109.2 increase from the first nine months of 2025 is primarily a result of increased business performance offset by discrete tax benefits for stock compensation and the interest rate swap settlement. The effective rate in the first nine months of 2026 was primarily influenced 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 nine 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 discrete items for stock compensation, changes in deferred tax liabilities and return to provision adjustments.

Previous wording

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 wording

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

Previous 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.

Current wording

Americas net sales were $6,874.0 in the first nine months of 2026, an increase of $2,374.0, or 52.8%, from the first nine months of 2025. The increase in sales was primarily driven by higher sales volumes due to capacity expansion and large project execution. Products increased by $1,962.1 and sales of service & spares increased by $411.9. Americas net sales were positively impacted by foreign currency of approximately $17.0.

Previous 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.

Current wording

Asia Pacific net sales were $2,012.9 in the first nine months of 2026, an increase of $485.7, or 31.8%, from the first nine months of 2025. The increase in sales were primarily driven by products increasing by $419.7, service & spares increasing by $66.0, inclusive of the positive impact of foreign currency of approximately $37.1.

Previous 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.

Current wording

Operating profit (loss) in the first nine months of 2026 was $295.4, an increase of $122.0, or 70.4%, compared with the first nine months of 2025. Margin increased primarily driven by operational leverage and continued cost improvement actions.

Previous 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.

Current wording

Europe, Middle East & Africa net sales of $1,349.7 in the first nine months of 2026 increased by $27.0, or 2.0%, from the first nine months of 2025. Sales were positively impacted by foreign currency by approximately $47.7. Net sales of products increased by $12.0 and services & spares increased by $15.0 compared to the first nine months of 2025.

Previous wording

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.

Current wording

Corporate and other costs were $285.9 and $195.0 in the first nine months of 2026 and 2025, respectively. Total corporate and other costs increased by $90.9 compared to the first nine months of 2025 primarily due to the $96.1 of expense due to the change in fair value of contingent consideration associated with the acquisitions (Refer to "Note 3 - Acquisitions" for additional information on these acquisitions), increased compensation costs, and offset by a $35.0 decrease in restructuring costs.

Previous 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.

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 $430.3 during the first nine months of 2026. We expect to have capital expenditures (including capitalized software) of $575.0 to $600.0 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 $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.

Current wording

We have additional obligations in the ordinary course of our business, beyond those committed for capital expenditures, which consist of debt obligations, other financial instruments, and uncertain tax positions. 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 lease payment obligations of approximately $114.0 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

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.

Current wording

At September 30, 2026, we had $3,512.9 in cash and cash equivalents and $198.8 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 September 30, 2026, Vertiv had $2,484.0 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 $16.0.

Previous 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.

Current wording

Net cash provided by operating activities was $2,660.6 in the first nine months of 2026, a $1,551.7 increase in cash generation compared to the first nine months of 2025. Net income from operations of $1,652.4 included $471.8 of net non-cash expense items, consisting of depreciation and amortization of $331.4, change in fair value of contingent consideration of $96.1, stock-based compensation expense of $50.5, amortization of debt discount and issuance costs of $3.8, and partially offset by deferred taxes of $10.0. Trade working capital provided $540.5 in the first nine months of 2026 compared to $166.7 utilized in the first nine months of 2025 primarily driven by deferred revenue.

Previous 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.

Current wording

Net cash used for investing activities was $828.3 in the first nine months of 2026 compared to net cash used for investing activities of $866.7 in the first nine months of 2025. The decreased use of cash over the comparable period was primarily driven by net purchases and maturities of short-term investments, which utilized $90.9 in the first nine months of 2026 compared to $539.6 in the first nine months of 2025. The decrease was partially offset by a $298.9 increase in capital expenditures in order to support capacity expansion across the business and an increase in acquisition of businesses of $82.4.

Previous 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.

Current wording

Net cash used for financing activities was $42.4 in the first nine months of 2026 compared to $44.3 used for financing activities in the first nine months of 2025. The decrease in cash used in 2026 was primarily the result of a $24.3 decrease in net proceeds from the issuance and repayment of long-term debt, a $3.4 net increase related to the exercise of employee stock options, offset by a $29.2 increase in dividend payments.