Vertiv Holdings Co
For the period ended Dec 31, 2025. Filed Feb 13, 2026.
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FY2025 · Filed Feb 13, 2026
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Report of Independent Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Vertiv Holdings Co
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Vertiv Holdings Co (the Company) as of December 31, 2025 and 2024, the related consolidated statements of earnings (loss), comprehensive income (loss), shareholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 13, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Uncertain Tax Positions
| Description of the Matter | As described in Note 8 to the Company’s consolidated financial statements, the Company is involved in various income tax matters for which the ultimate outcomes are uncertain. The Company’s tax positions are subject to audit by local taxing authorities across multiple global subsidiaries and the resolution of such audits may span multiple years. Tax law is complex and often subject to varied interpretations, accordingly, the ultimate outcome with respect to taxes the Company may owe may differ from the amounts recognized.Auditing management's accounting for and disclosure of certain of its uncertain tax positions was challenging due to the recognition and measurement being judgmental as they are based on interpretations of statutes, regulations, tax rulings and case law across multiple jurisdictions. |
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| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting for certain of its uncertain tax positions. Our procedures included testing controls over management’s review of the recognition and measurement of certain of its uncertain tax positions as well as management’s controls over the completeness and accuracy of the data used within the Company’s analyses of these uncertain tax positions.Our audit procedures included, among others, evaluating any changes in the significant assumptions utilized by the Company in the current year to assess certain of its uncertain tax positions by jurisdiction. We also tested the completeness and accuracy of the underlying data used in the Company’s analyses of certain of its uncertain tax positions in the current year. We evaluated current year third-party regulatory studies and other supporting documentation prepared from external advisors and internal legal counsel, examined the Company's communications with the relevant tax authorities and read the minutes of the meetings of the committees of the board of directors. We involved tax professionals with specialized skill and knowledge to assist in our evaluation of the tax technical merits of the Company’s assessment, including the assessment of whether the tax positions are more likely than not to be sustained, the amount of the potential benefits to be realized, and the application of relevant income tax law. We also assessed any changes to the Company’s disclosure of uncertain tax positions. |
Valuation of Certain Acquired Intangible Assets
| Description of the Matter | As described in Note 2 of the consolidated financial statements, 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 million. The Company accounted for the acquisition of PurgeRite using the acquisition method of accounting. The Company’s accounting for this acquisition included determining the preliminary fair value of the intangible assets acquired, which included the customer relationship intangible asset. Auditing the Company’s preliminary accounting for its acquisition of PurgeRite was complex and subjective due to the significant estimation uncertainty in determining the estimated fair value of the customer relationship intangible asset of $372.6 million. The Company used the multi-period excess earnings method to value the customer relationship intangible asset. The significant assumptions used to estimate the fair value of the customer relationships intangible asset included the forecasted earnings before interest, taxes, depreciation and amortization, customer attrition rates and the discount rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions. |
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| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for accounting for the customer relationship intangible asset. For example, we tested controls over management’s review of the valuation methodologies and key assumptions used to estimate fair value, as well as management’s controls over the completeness and accuracy of the information used within the valuation model.To test the estimated preliminary fair value of the customer relationship intangible asset, our audit procedures included, among others, reading the purchase agreement, assessing the appropriateness of the valuation methodologies used, evaluating the significant assumptions discussed above and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. For example, we compared the forecasted earnings before interest, taxes, depreciation and amortization to current industry and economic trends and the historical financial performance of the acquired business. We performed sensitivity analyses to evaluate the changes in the fair value that would result from changes in the significant assumptions. We involved our valuation specialists to assist in evaluating the methodologies used to estimate the fair value of the customer relationship intangible asset and to test certain significant assumptions, including the customer attrition and discount rates, which included a comparison of the selected rates to benchmark data. In addition, we evaluated the competency and objectivity of management’s third-party valuation specialist, and we assessed the adequacy of the disclosures in the consolidated financial statements related to the acquired intangible asset. |
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/s/Ernst & Young LLP
We have served as the Company’s auditor since 2016.
Grandview Heights, Ohio
February 13, 2026
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