Vertiv Holdings Co

PurgeRite

On October 31, 2025, the Company entered into a sale and purchase agreement ("Acquisition Agreement") to acquire Purge Rite Intermediate, LLC ("PurgeRite"). The transaction ("Acquisition") closed on December 4, 2025. Under the terms of the Acquisition Agreement, total consideration transferred was $1,138.3, net of cash acquired of $14.4. The gross consideration was $1,152.7, consisting of $1,003.5 in cash, $139.2 of contingent consideration and $10.0 other. The Company is required to pay up to $250.0 of additional cash consideration if PurgeRite achieves certain post-closing performance metrics, pursuant to the terms and conditions of the Acquisition Agreement.

The Company incurred $5.2 of acquisition-related costs related to PurgeRite. Those costs, primarily related to third-party transaction and advisory fees, and are included within "Selling, general and administrative expenses" on the Consolidated Statements of Earnings(Loss).

Headquartered in Houston, Texas, PurgeRite has established itself as an industry leader in mechanical flushing, purging, and filtration for mission-critical data center applications, including strong relationships with hyperscalers and Tier 1 colocation providers. It brings engineering expertise, proprietary technologies and the ability to scale to meet the needs of challenging data center schedules, enabling complex liquid cooling applications across the thermal chain from chillers to coolant distribution units. PurgeRite's services will join forces with Vertiv's existing liquid cooling offerings to deliver end-to-end thermal management solutions from facility to room and row to rack.

The Company accounted for the acquisition of PurgeRite using the acquisition method of accounting. Assets acquired and liabilities assumed have been recorded based on their preliminary fair values, and as a result, the estimates and assumptions are subject to change. The Company is still in the process of finalizing the valuation estimates to determine the final purchase price allocation including the final working capital adjustments and amounts allocated to intangible assets. The Company expects to complete this process no later than twelve months after the closing of the Acquisition.

The following is a preliminary purchase price allocation of assets acquired and liabilities assumed related to the acquisition:

The following table represents the definite lived intangible assets acquired, the preliminary fair values and respective useful lives:

The Company used the multi-period excess earnings method to value the customer relationship intangible assets and the relief from royalty method to value the trademark intangible assets. The significant assumptions used to estimate the fair value of customer relationships included forecasted earnings before interest, taxes, depreciation, and amortization, customer attrition rates and a discount rate. The significant assumptions used to estimate the fair value of trademark included the forecasted revenues, royalty rates and a discount rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The estimated weighted-average useful lives were 8.71 years for finite lived intangible assets.

Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of net assets recognized by PurgeRite, and represents the future economic benefits, including synergies, and assembled workforce, that are expected to be achieved as a result of the consummation of the Acquisition. The goodwill arising from the Acquisition is not expected to be deductible for tax purposes. All of the goodwill has been allocated to the Americas segment, refer to "Note 5 - Goodwill and Other Intangibles" for additional information about goodwill and other intangible assets.

Great Lakes

On July 17, 2025, the Company entered into a sale and purchase agreement to acquire Great Lakes Data Racks & Cabinets family of companies ("Great Lakes"). The transaction closed on August 20, 2025. Great Lake's portfolio includes standard and custom racks, integrated cabinets, seismic cabinets, and enhanced cable management access options for both retrofit and greenfield applications. Total consideration transferred was $203.5. The preliminary valuation of the net assets acquired include $107.6 of finite-lived identifiable intangible assets, $30.7 of all other net assets acquired consisting primarily of accounts receivable and inventory, and $65.2 of tax-deductible goodwill. In the fourth quarter of 2025, the Company adjusted the preliminary valuation of the all other net assets by $(1.1) and goodwill by $1.1. Goodwill was allocated to the America's segment. Identifiable intangible assets have initial useful lives of 5 to 10 years and include customer relationships, developed technology, and trademarks. The estimated weighted-average useful lives was 9.82 years. The estimated fair values of the identifiable intangible assets were determined using an income-based approach, which includes market participant expectations of cash flows that the asset will generate over the remaining useful life discounted to present value using an appropriate discount rate. The Company is still in the process of finalizing the valuation estimates to determine the final purchase price allocation including the final working capital adjustments and amounts allocated to intangible assets. The Company expects to complete this process no later than twelve months after the closing of this acquisition.