Vertiv Holdings LLC【VRT】株式ニュース

Vertiv Reports Strong First Quarter with Diluted EPS Growth of 136% (Adjusted Diluted EPS Growth of +83%); Raises Full-Year GuidanceApril 22, 2026 5:55 AM
PR Newswire (US)

First Quarter 2026 ResultsNet sales of $2,650 million, 30% higher than first quarter 2025Operating profit up 51% and adjusted operating profit(1) up 64% from first quarter 2025. Adjusted operating margin of 20.8%, up 430 basis points compared to first quarter 2025Operating cash flow of $767 million and adjusted free cash flow of $653 million, an increase of 153% and 147%, respectively, compared to prior year first quarter. Net leverage of ~0.2x at the end of first quarter 2026Full Year 2026 GuidanceExpect net sales of $13,500 to $14,000 million, with organic sales growth of 29% to 31% compared to 2025Expect full year 2026 diluted EPS of $5.60 to $5.70 and adjusted diluted EPS of $6.30 to $6.40, an increase of 66% and 51%, respectively, at the midpoint compared to full year 2025COLUMBUS, Ohio, April 22, 2026 /PRNewswire/ -- Vertiv Holdings Co (NYSE: VRT), a global leader in critical digital infrastructure, today reported financial results for its first quarter ended March 31, 2026. Vertiv reported first quarter net sales of $2,650 million, an increase of $614 million, or 30%, compared to first quarter 2025, driven by 23% organic sales growth, 4% contribution from acquisitions, and 3% favorable currency translation impact. The Americas region led the organic sales growth, expanding 44% on strong data center demand.

First quarter operating profit of $440 million increased $149 million and adjusted operating profit of $551 million increased $214 million, up 51% and 64%, respectively, from first quarter 2025. Adjusted operating margin was 20.8%, up 430 basis points compared to first quarter 2025, driven by operational leverage on higher volume and positive price-cost, inclusive of tariff impacts and associated tariff mitigation countermeasures."We're seeing data center infrastructure requirements evolve significantly, with customers prioritizing optimized design, deployment speed, and operational efficiency - reshaping their approach to deployment," said Giordano Albertazzi, Vertiv's Chief Executive Officer. "This quarter's financial performance reflects our ability to meet customers at this critical moment with unique capabilities. Our investments in technology and capacity, combined with strategic acquisitions, are translating into market share gains as customers demand faster deployment, greater reliability, and comprehensive services. As infrastructure density increases and deployment timelines compress, we're positioned to be the partner customers need to bring their most ambitious projects to life, at scale.""This quarter demonstrates that Vertiv has built the kind of competitive position that compounds over time," said Dave Cote, Vertiv's Executive Chairman. "When customers face their toughest infrastructure challenges, they're choosing us - not only because of our technology, but because we can deliver at scale. Our addition to the S&P 500 in March reflects strong financial performance and market leadership in critical digital infrastructure. The strategic momentum gives me confidence in our long-term trajectory."Adjusted Free Cash Flow and LiquidityNet cash generated by operating activities in the first quarter was $767 million and adjusted free cash flow was $653 million, increasing 153% and 147%, respectively, from first quarter 2025. First quarter adjusted free cash flow was driven by higher adjusted operating profit, working capital efficiency and lower cash interest, partially offset by higher cash taxes and increased capital expenditures to support growth investments.Liquidity remained strong at $5.0 billion and net leverage was approximately 0.2x at the end of first quarter, driven by continued strong cash generation and working capital efficiency.After receiving inaugural investment grade ratings from Moody's (Baa3) and S&P (BBB-) in February 2026, Vertiv completed a $2.1 billion senior unsecured notes issuance and put in place a new $2.5 billion revolving credit facility while also retiring its outstanding term loan and ABL revolver in March, enhancing financial flexibility to support continued growth.Updated Full Year and Second Quarter 2026 GuidanceThe data center market continues to demonstrate robust momentum, supported by strong underlying demand fundamentals. Vertiv is further accelerating capacity expansion and strategic investments to be well positioned to meet this demand and capture market share.
Second Quarter 2026 GuidanceNet sales$3,250M - $3,450MOrganic net sales growth(2)20% - 24%Adjusted operating profit(1)$690M - $730MAdjusted operating margin(2)20.7% - 21.7%Adjusted diluted EPS(1)$1.37 - $1.43Adjusted diluted EPS growth(2)44% - 51%

Full Year 2026 GuidanceNet sales$13,500M - $14,000MOrganic net sales growth(2)29% - 31%Adjusted operating profit(1)$3,140M - $3,260MAdjusted operating margin(2)22.8% - 23.8%Adjusted diluted EPS(1)$6.30 - $6.40Adjusted diluted EPS growth(2)50% - 52%Adjusted free cash flow(2)$2,100M - $2,300M(1)This release contains certain non-GAAP metrics. For reconciliations to the relevant GAAP measures and an explanation of the non-GAAP measures and reasons for their use, please refer to sections of this release entitled "Non-GAAP Financial Measures" and "Reconciliation of GAAP and non-GAAP Financial Measures."(2)This is a forward-looking non-GAAP financial measure that cannot be reconciled without unreasonable efforts for those reasons set forth under "Non-GAAP Financial Measures" of this release.First Quarter 2026 Earnings Conference CallVertiv's management team will discuss the Company's results during a conference call on Wednesday, April 22, starting at 11 a.m. Eastern Time. The call will contain forward-looking statements and other material information regarding Vertiv's financial and operating results. A webcast of the live conference call will be available for interested parties to listen to by going to the Investor Relations section of the Company's website at investors.vertiv.com. A slide presentation will be available before the call and will be posted to the website, also at investors.vertiv.com. A replay of the conference call will also be available for 30 days following the webcast.About Vertiv Holdings CoVertiv (NYSE: VRT) brings together hardware, software, analytics and ongoing services to enable its customers' vital applications to run continuously, perform optimally and grow with their business needs. Vertiv solves the most important challenges facing today's data centers, communication networks and commercial and industrial facilities with a portfolio of power, cooling and IT infrastructure solutions and services that extends from the cloud to the edge of the network. Headquartered in Westerville, Ohio, USA, Vertiv does business in more than 130 countries. For more information, and for the latest news and content from Vertiv, visit vertiv.com.Category: Financial NewsNon-GAAP Financial MeasuresFinancial information included in this release has been prepared in accordance with Generally Accepted Accounting Principles ("GAAP"). Vertiv has included certain non-GAAP financial measures in this news release, as indicated above, that may not be directly comparable to other similarly titled measures used by other companies and therefore may not be comparable among companies. These non-GAAP financial measures include organic net sales growth (including on a segment basis), adjusted operating profit, adjusted operating margin, adjusted diluted EPS and adjusted free cash flow, which management believes provides investors with useful supplemental information to evaluate the Company's ongoing operations and to compare with past and future periods. Management also uses certain non-GAAP measures internally for forecasting, budgeting and measuring its operating performance. These measures should be viewed as supplementing, and not as an alternative or substitute for, the Company's financial results prepared in accordance with GAAP. Pursuant to the requirements of Regulation G, Vertiv has provided reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures.Information reconciling certain forward-looking GAAP measures to non-GAAP measures related to second quarter and full-year 2026 guidance, including organic net sales growth, adjusted free cash flow and adjusted operating margin, is not available without unreasonable effort due to high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations. For those reasons, we are unable to compute the probable significance of the unavailable information, which could have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.See "Reconciliation of GAAP and Non-GAAP Financial Measures" in this release for Vertiv's reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures.Cautionary Note Concerning Forward-Looking StatementsThis news release, and other statements that Vertiv may make in connection therewith, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to Vertiv's future financial or business performance, strategies or expectations, and as such are not historical facts. This includes, without limitation, statements regarding Vertiv's financial position, capital structure, indebtedness, business strategy and plans and objectives of Vertiv management for future operations, as well as statements regarding growth, anticipated demand for our products and services and our business prospects during 2026, as well as expected impacts from our pricing actions, and our guidance for second quarter and full year 2026 and statements regarding tariffs, global trade conflict and any actions we may take in response thereto. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Vertiv cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this news release, words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.The forward-looking statements contained in this release are based on current expectations and beliefs concerning future developments and their potential effects on Vertiv. There can be no assurance that future developments affecting Vertiv will be those that Vertiv has anticipated. Vertiv undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Vertiv's control) or other assumptions 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 the Vertiv 2025 Annual Report on Form 10-K filed with the SEC on February 13, 2026. These risk factors and those identified elsewhere in this release, 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; 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 U.S. and numerous foreign entities; costs or liabilities associated with product liability and damage to our reputation and brands; the global scope of Vertiv's operations, especially in emerging markets; failure to benefit from future significant corporate transactions; risks associated with Vertiv's sales and operations and expanding global production facilities; risks associated with future legislation and regulation of Vertiv's customers' markets; our ability to comply with various laws and regulations including but not limited to, laws and regulations relating to data protection and data privacy; failure to properly address legal compliance issues, particularly those related to imports/exports, anti-corruption laws, and foreign operations; risks associated with foreign trade policy, including tariffs and global trade conflict risks associated with litigation or claims against the Company, including the risk of adverse outcomes to any legal claims and proceedings; our ability to protect or enforce our proprietary rights on which our business depends; third party intellectual property infringement claims; liabilities associated with environmental, health and safety matters; failure to achieve environmental, social and governance goals; failure to realize the value of goodwill and intangible assets; exposure to fluctuations in foreign currency exchange rates; failure to remediate material weaknesses in our internal controls over financial reporting; our level of indebtedness and our ability to comply with the covenants and restrictions contained in our credit agreements; our ability to access funding through capital markets; resales of Vertiv securities may cause volatility in the market price of our securities; our organizational documents contain provisions that may discourage unsolicited takeover proposals; our certificate of incorporation includes a forum selection clause, which could discourage or limit stockholders' ability to make a claim against it; the ability of our subsidiaries to pay dividends; factors relating to the business, operations and financial performance of Vertiv and its subsidiaries, including: global economic weakness and uncertainty; our ability to attract, train and retain key members of our leadership team and other qualified personnel; the adequacy of our insurance coverage; fluctuations in interest rates materially affecting our financial results and increasing the risk our counterparties default in our interest rate hedges; our incurrence of significant costs and devotion of substantial management time as a result of operating as a public company; expected expenses related to integration of our acquisitions; the possible diversion of management time on issues related to integration of our acquired businesses; the ability of Vertiv to maintain relationships with customers and suppliers of our acquired businesses; and the ability of Vertiv to retain management and key employees of our acquired businesses; and other risks and uncertainties indicated in Vertiv's SEC reports or documents filed or to be filed with the SEC by Vertiv. Forward-looking statements included in this news release speak only as of the date of this news release or any earlier date specified for such statements. All subsequent written or oral forward-looking statements attributable to Vertiv or persons acting on Vertiv's behalf may be qualified in their entirety by this Cautionary Note Concerning Forward-Looking Statements.For investor inquiries, please contact:
Lynne Maxeiner
Vice President, Global Treasury & Investor Relations
Vertiv
E: lynne.maxeiner@vertiv.comFor media inquiries, please contact:
Ruder Finn for Vertiv
E: Vertiv@ruderfinn.comUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)Vertiv Holdings Co(Dollars in millions except for per share data)

Three months endedMarch 31, 2026
Three months endedMarch 31, 2025Net sales

Net sales - products$             2,135.8
$             1,649.7Net sales - services513.7
386.3 Net sales2,649.5
2,036.0Costs and expenses

Cost of sales - products1,348.4
1,112.1Cost of sales - services301.4
237.4 Cost of sales1,649.8
1,349.5Operating expenses

Selling, general and administrative expenses   456.7
346.3Amortization of intangibles77.6
46.0Restructuring costs(4.9)
1.1Foreign currency (gain) loss, net(1.6)
2.6Other operating expense (income)31.8
(0.2)Operating profit (loss)440.1
290.7Interest expense (income), net(4.4)
25.3Loss on extinguishment of debt6.2
—Income (loss) before income taxes438.3
265.4Income tax expense48.2
100.9Net income (loss)$              390.1
$              164.5

Earnings (loss) per share:

Basic$                1.02
$                0.43Diluted$                0.99
$                0.42Weighted-average shares outstanding:

Basic382,921,496
380,845,511Diluted392,128,170
390,109,650UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETSVertiv Holdings Co(Dollars in millions)

March 31, 2026
December 31, 2025ASSETS

Current assets:

Cash and cash equivalents$             2,150.6
$             1,728.4Short-term investments349.9
99.5Accounts receivable, less allowances of $26.6 and $25.6, respectively3,148.7
3,109.0Inventories1,834.6
1,456.5Other current assets500.8
426.1 Total current assets7,984.6
6,819.5Property, plant and equipment, net997.5
921.8Other assets:

Goodwill2,023.7
2,033.7Other intangible assets, net1,806.0
1,894.8Deferred income taxes177.8
179.6Right-of-use assets, net330.8
303.0Other79.7
60.0 Total other assets4,418.0
4,471.1Total assets$           13,400.1
$           12,212.4LIABILITIES AND EQUITY

Current liabilities:

Current portion of long-term debt$                  —
$                20.9Accounts payable1,951.7
1,756.4Deferred revenue2,461.8
1,814.7Accrued expenses and other liabilities856.2
771.6Income taxes73.5
43.4 Total current liabilities5,343.2
4,407.0Long-term debt, net2,922.2
2,892.1Deferred income taxes221.2
232.8Long-term lease liabilities270.4
245.2Other long-term liabilities398.2
494.0Total liabilities9,155.2
8,271.1Equity

Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding—
—Common stock, $0.0001 par value, 700,000,000 shares authorized, 383,954,111 and 382,553,680 shares issued
and outstanding at March 31, 2026 and December 31, 2025, respectively—
—Additional paid-in capital2,927.0
2,895.2Retained earnings1,394.1
1,027.9Accumulated other comprehensive (loss) income(76.2)
18.2Total equity4,244.9
3,941.3Total liabilities and equity$           13,400.1
$           12,212.4UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSVertiv Holdings Co(Dollars in millions)

Three months endedMarch 31, 2026
Three months endedMarch 31, 2025Cash flows from operating activities:

Net income (loss)$               390.1
$               164.5Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:

Depreciation27.5
22.9 Amortization80.2
48.7 Deferred income taxes(28.2)
33.3 Amortization of debt discount and issuance costs1.6
2.2 Stock-based compensation17.0
11.2 Changes in operating working capital227.8
(4.8) Change in fair value of contingent consideration33.2
— Other17.6
25.3 Net cash provided by (used for) operating activities766.8
303.3Cash flows from investing activities:

Capital expenditures(112.6)
(36.5)Investments in capitalized software(1.4)
(2.3)Purchase of short-term investments(348.4)
—Proceeds from maturities of short-term investments100.0
—Investment in affiliates(13.9)
—Acquisition of businesses, net of cash acquired(0.4)
— Net cash provided by (used for) investing activities(376.7)
(38.8)Cash flows from financing activities:

Proceeds from the issuance of long-term debt2,100.0
—Repayment of long-term debt(2,076.1)
(5.3)Dividend payment(23.9)
(14.2)Exercise of employee stock options23.5
1.3Employee taxes paid from shares withheld(11.6)
(6.7) Net cash provided by (used for) financing activities11.9
(24.9)Effect of exchange rate changes on cash and cash equivalents(0.6)
4.3Increase (decrease) in cash, cash equivalents and restricted cash 401.4
243.9Beginning cash, cash equivalents and restricted cash1,789.8
1,232.2Ending cash, cash equivalents and restricted cash$              2,191.2
$              1,476.1Changes in operating working capital

Accounts receivable$                (57.7)
$                81.6Inventories(384.2)
(128.6)Other current assets(88.5)
(29.5)Accounts payable202.8
86.5Deferred revenue651.2
23.4Accrued expenses and other liabilities(95.4)
(79.6)Income taxes(0.4)
41.4 Total changes in operating working capital$               227.8
$                 (4.8)Reconciliation of GAAP and non-GAAP Financial MeasuresTo supplement this news release, we have included certain non-GAAP financial measures in the format of performance metrics. Management believes these non-GAAP financial measures provide investors with additional meaningful financial information that should be considered when assessing our underlying business performance and trends. Further, management believes these non-GAAP financial measures also enhance investors' ability to compare period-to-period financial results. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the company's reported results prepared in accordance with GAAP. Our non-GAAP financial measures do not represent a comprehensive basis of accounting. Therefore, our non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies. Reconciliations of each of these non-GAAP financial measures to GAAP information are also included. Management uses these non-GAAP financial measures in making financial, operating, compensation and planning decisions and in evaluating the company's performance. Disclosing these non-GAAP financial measures allows investors and management to view our operating results excluding the impact of items that are not reflective of the underlying operating performance.Vertiv's non-GAAP financial measures include:Adjusted operating profit (loss), which represents operating profit (loss), adjusted to exclude amortization of intangibles, and contingent consideration;Adjusted operating margin, which represents adjusted operating profit (loss) divided by net sales;Organic net sales growth, which represents the change in net sales adjusted to exclude the impacts of foreign currency exchange rate and acquisitions;Adjusted free cash flow, which represents net cash provided by (used for) operating activities adjusted to exclude capital expenditures and investments in capitalized software; andAdjusted diluted EPS, which represents diluted earnings per share adjusted to exclude amortization of intangibles, contingent consideration, and the costs related to the March 3, 2026 repayment of the Term Loan Credit Agreement and the associated interest rate swaps being settled.Regional Segment Results
Three months ended March 31,
2026
2025
?
?%
Organic
?%(2)Net sales(1)

AMER$ 1,814.4
$ 1,185.3
$   629.1
53.1 %
44.3 %APAC513.7
447.2
66.5
14.9 %
12.0 %EMEA321.4
403.5
(82.1)
??(20.3) %
(29.4) %Total$ 2,649.5
$ 2,036.0
$   613.5
30.1 %
22.6 %

Adjusted operating profit (loss)(3)

AMER$   490.2
$   259.7
$   230.5
88.8 %

APAC67.4
45.7
21.7
47.5 %

EMEA53.5
78.7
(25.2)
(32.0) %

Corporate(4)(60.2)
(47.4)
(12.8)
27.0 %

Total$   550.9
$   336.7
$   214.2
63.6 %

Adjusted operating margins(5)

AMER27.0 %
21.9 %
5.1 %

APAC13.1 %
10.2 %
2.9 %

EMEA16.6 %
19.5 %
(2.9) %

Vertiv20.8 %
16.5 %
4.3 %

(1)Segment net sales are presented excluding intercompany sales.(2)Organic basis is adjusted to exclude foreign currency exchange rate and the change in acquisition sales impact.(3)Adjusted operating profit (loss) is only adjusted at the Corporate segment. There are no adjustments at the reportable segment level between operating profit (loss) and adjusted operating profit (loss).(4)Corporate costs consist of headquarters management costs, asset impairments, and costs that support centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, Legal, and Human Resources.(5)Adjusted operating margins calculated as adjusted operating profit (loss) divided by net sales.Sales by product and service offering
Three months ended March 31,
2026
2025
?
?%Americas:

Products$        1,475.9
$          958.3
$          517.6
54.0 %Services & spares338.5
227.0
111.5
49.1 %
$        1,814.4
$        1,185.3
$          629.1
53.1 %Asia Pacific:

Products$          381.1
$          333.8
$            47.3
14.2 %Services & spares132.6
113.4
19.2
16.9 %
$          513.7
$          447.2
$            66.5
14.9 %Europe, Middle East & Africa:

Products$          234.2
$          319.0
$           (84.8)
(26.6) %Services & spares87.2
84.5
2.7
3.2 %
$          321.4
$          403.5
$           (82.1)
(20.3) %Total:

Products$        2,091.2
$        1,611.1
$          480.1
29.8 %Services & spares558.3
424.9
133.4
31.4 %
$        2,649.5
$        2,036.0
$          613.5
30.1 %Organic growth by product and service offering
Three months ended March 31, 2026
Net Sales ?
FX ?
Acquisition ?(1)
Organic growth
Organic ?%(2)Americas:

Products$          517.6
$            (5.5)
$           (34.2)
$          477.9
49.9 %Services & spares111.5
(2.0)
(61.8)
47.7
21.0 %
$          629.1
$            (7.5)
$           (96.0)
$          525.6
44.3 %Asia Pacific:

Products$            47.3
$           (10.5)
$              —
$            36.8
11.0 %Services & spares19.2
(2.5)
—
16.7
14.7 %
$            66.5
$           (13.0)
$              —
$            53.5
12.0 %Europe, Middle East & Africa:

Products$           (84.8)
$           (27.6)
$            (0.4)
$         (112.8)
(35.4) %Services & spares2.7
(8.5)
(0.2)
(6.0)
(7.1) %
$           (82.1)
$           (36.1)
$            (0.6)
$         (118.8)
(29.4) %Total:

Products$          480.1
$           (43.6)
$           (34.6)
$          401.9
24.9 %Services & spares133.4
(13.0)
(62.0)
58.4
13.7 %
$          613.5
$           (56.6)
$           (96.6)
$          460.3
22.6 %(1)The change in acquisition sales includes sales for the three months ended March 31, 2026 for acquisitions completed in the year ended December 31, 2025.(2)Organic growth percentage change is calculated as organic growth divided by net sales for the three months ended March 31, 2025.Segment operating profit (loss)Operating profit (loss)Three months endedMarch 31, 2026
Three months endedMarch 31, 2025Americas$              490.2
$              259.7Asia Pacific67.4
45.7Europe, Middle East & Africa   53.5
78.7Total reportable segments611.1
384.1Foreign currency gain (loss)1.6
(2.6)Corporate(95.0)
(44.8)Total corporate and other(93.4)
(47.4)Amortization of intangibles(77.6)
(46.0)Operating profit (loss)$              440.1
$              290.7Reconciliation of net cash provided by (used for) operating activities to adjusted free cash flow
Three months endedMarch 31, 2026
Three months endedMarch 31, 2025Net cash provided by (used for) operating activities $              766.8
$              303.3Capital expenditures(112.6)
(36.5)Investments in capitalized software(1.4)
(2.3)Adjusted free cash flow$              652.8
$              264.5Reconciliation from operating profit (loss) to adjusted operating profit (loss)
Three months endedMarch 31, 2026
Three months endedMarch 31, 2025Operating profit (loss)$              440.1
$              290.7Amortization of intangibles    77.6
46.0Contingent consideration33.2
—Adjusted operating profit (loss)$              550.9
$              336.7Reconciliation from operating margin to adjusted operating margin
Three months endedMarch 31, 2026
Three months endedMarch 31, 2025
?Vertiv net sales$ 2,649.5
$ 2,036.0
$  613.5Vertiv operating profit (loss)   440.1
290.7
149.4Vertiv operating margin16.6 %
14.3 %
2.3 %

Amortization of intangibles$ 77.6
$ 46.0
$   31.6Contingent consideration33.2
—
33.2Vertiv adjusted operating profit (loss)550.9
336.7
214.2Vertiv adjusted operating margin20.8 %
16.5 %
4.3 %Reconciliation of Diluted EPS to Adjusted Diluted EPSThree months ended March 31, 2026
Operating profit
(loss)
Interest expense
(income), net
Loss on
extinguishment of
debt
Income tax
expense (benefit)
Net income (loss)
Diluted EPS(1)
GAAP$          440.1
$            (4.4)
$             6.2
$           48.2
$          390.1
$           0.99
Amortization of intangibles77.6
—
—
—
77.6
0.21
Contingent consideration(2)33.2
—
—
—
33.2
0.08
Term loan credit agreement repayment(3) —
22.9
(6.2)
25.6
(42.3)
(0.11)
Non-GAAP adjusted$          550.9
$           18.5
$              —
$           73.8
$          458.6
$           1.17
Diluted shares (in millions)

392.1
(1)Diluted EPS and adjusted diluted EPS is calculated using 392.1 million shares (includes 382.9 million basic shares and 9.2 million potential dilutive equity awards).(2)Contingent consideration associated with the PurgeRite acquisition.(3)Costs associated with the March 3, 2026 repayment of the Term loan credit agreement, the gain recognized in "Interest expense (income), net" and the related tax impact associated with the interest rate swaps being settled.Three months ended March 31, 2025
Operating profit (loss)
Interest expense
(income), net
Income tax expense
(benefit)
Net income (loss)
Diluted EPS(1)GAAP$               290.7
$                 25.3
$               100.9
$             164.5
$             0.42Amortization of intangibles46.0
—
—
46.0
0.12Non-recurring tax adjustment, net(2)   —
—
(39.5)
39.5
0.10Non-GAAP adjusted$               336.7
$                 25.3
$                 61.4
$             250.0
$             0.64Diluted shares (in millions)

390.1(1)Diluted EPS and adjusted diluted EPS is calculated using 390.1 million shares (includes 380.8 million basic shares and 9.3 million potential dilutive equity awards). (2)Nonrecurring tax adjustment of $39.5 million due to recently issued guidance which changes our assessment of our realizability of certain deferred tax assets.Vertiv Holdings Co2026 Adjusted GuidanceReconciliation of Diluted EPS to Adjusted Diluted EPS(1)
Second Quarter 2026

Operating profit
(loss)
Interest expense
(income), net
Income tax expense
(benefit)
Net income (loss)
Diluted EPS(2)GAAP$             639.6
$              19.8
$             142.6
$             477.2
$              1.22Amortization of intangibles 70.0
—
—
70.0
0.18Non-GAAP adjusted$             709.6
$              19.8
$             142.6
$             547.2
$              1.40Diluted shares (in millions)

392.0Full Year 2026

Operating profit (loss)
Interest expense
(income), net
Loss on
extinguishment
of debt
Income tax
expense (benefit)
Net income (loss)
Diluted EPS(2)GAAP$                2,882.6
$            68.4
$             6.2
$          595.0
$        2,213.0
$            5.65Amortization of intangibles 284.2
—
—
—
284.2
0.73Contingent consideration(3)33.2
—
—
—
33.2
0.08Term loan credit agreement repayment(4)—
22.9
(6.2)
25.6
(42.3)
(0.11)Non-GAAP adjusted$                3,200.0
$            91.3
$              —
$          620.6
$        2,488.1
$            6.35Diluted shares (in millions)

392.0(1)Information reconciling certain forward-looking GAAP measures to non-GAAP measures related to FY 2026 guidance, including organic net sales growth, adjusted operating margin and adjusted free cash flow, is not available without unreasonable effort due to high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations. For the same reasons, we are unable to compute the probable significance of the unavailable information, which could have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.(2)Diluted EPS and adjusted diluted EPS based on 392.0 million shares (includes 384.0 million basic shares and 8.0 million potential dilutive equity awards).(3)Contingent consideration associated with the PurgeRite acquisition.(4)Costs associated with the March 3, 2026 repayment of the Term loan credit agreement, the gain recognized in "Interest expense (income), net" and the related tax impact associated with the interest rate swaps being settled.

View original content to download multimedia:https://www.prnewswire.com/news-releases/vertiv-reports-strong-first-quarter-with-diluted-eps-growth-of-136-adjusted-diluted-eps-growth-of-83-raises-full-year-guidance-302750110.htmlSOURCE Vertiv Holdings Co

Original: Vertiv Reports Strong First Quarter with Diluted EPS Growth of 136% (Adjusted Diluted EPS Growth of +83%); Raises Full-Year Guidance

Vertiv Reports Strong Fourth Quarter with Organic Orders Growth of 252% and Diluted EPS Growth of 200% (Adjusted Diluted EPS +37%)February 11, 2026 5:55 AM
PR Newswire (US)

Fourth Quarter 2025Net sales of $2,880 million, 23% higher than fourth quarter 2024Operating profit up 27% and adjusted operating profit(1) up 33% from fourth quarter 2024. Adjusted operating margin of 23.2%, up 170 basis points compared to fourth quarter 2024Operating cash flow of $1,005 million and adjusted free cash flow(1) of $910 million, an increase of 136% and 151%, respectively, compared to prior year fourth quarter. Net leverage of ~0.5x at the end of fourth quarterFull Year 2025Organic sales growth of 26% compared to prior year. Full year diluted EPS growth of 166% and adjusted diluted EPS growth of 47%. Full year operating cash flow of $2,114 million and adjusted free cash flow of $1,887 million, an increase of 60% and 66%, respectively, compared to prior yearFull Year 2026Expect net sales of $13,250 to $13,750 million, with organic sales growth of 27% to 29% compared to 2025Expect full year 2026 diluted EPS of $5.27 to $5.37 and adjusted diluted EPS of $5.97 to $6.07, an increase of 56% and 43%, respectively, at the midpoint compared to full year 2025COLUMBUS, Ohio, Feb. 11, 2026 /PRNewswire/ -- Vertiv Holdings Co (NYSE: VRT), a global leader in critical digital infrastructure, today reported financial results for its fourth quarter and full year ended December 31, 2025. Vertiv reported fourth quarter net sales of $2,880 million, an increase of $534 million, or 23%, compared to fourth quarter 2024, driven by organic sales growth of 19%. Orders momentum accelerated significantly with fourth quarter organic orders up approximately 252% compared to last year's fourth quarter and up 117% sequentially from third quarter 2025. While the Americas region and hyperscale/colocation data centers were the primary drivers of order strength, order growth was broad-based across regions, technologies and customers. The company's trailing twelve-month organic orders grew approximately 81% compared to the prior year period, reflecting robust market demand, particularly in AI infrastructure. Fourth quarter 2025 book-to-bill ratio was ~2.9x and backlog increased to $15.0 billion, up 109% compared to the same period last year.

Fourth quarter operating profit of $580 million increased $123 million and adjusted operating profit of $668 million increased $164 million, up 27% and 33%, respectively, from fourth quarter 2024. Adjusted operating margin was 23.2%, up 170 basis points compared to fourth quarter 2024, driven by operational leverage on higher volume, productivity and favorable price-cost, partially offset by tariff impact."Our fourth quarter performance demonstrates Vertiv's leadership position in an increasingly complex and demanding data center market," said Giordano Albertazzi, Vertiv's Chief Executive Officer. "Significant growth in orders, sales, margins and cash reflects our ability to scale while maintaining a sharp focus on operational execution. What differentiates Vertiv is our ability to anticipate and shape the industry direction. Deep collaborations with semiconductor industry leaders, combined with our decades-long industry expertise and technology-rich portfolio, enable us to optimize customer outcomes by anticipating needs before they become apparent. We architect systems that deliver superior outcomes today and position our customers well to meet tomorrow's challenges. As we look to 2026, we expect this momentum to continue. Our record backlog provides clear visibility into what we expect to be another year of significant growth.""Today's results reflect years of strategic focus on technology leadership and value creation," said Dave Cote, Vertiv's Executive Chairman. "Our commitment to developing technology that transforms the industry has positioned us as the partner customers turn to for solving their most complex challenges. This technology leadership isn't just about winning today, it's about driving sustainable, long-term growth by continuously redefining what's possible for our customers and the industry."Adjusted Free Cash Flow and LiquidityNet cash generated by operating activities in the fourth quarter was $1,005 million and adjusted free cash flow was $910 million, an increase of $580 million and $548 million, respectively, from fourth quarter 2024. Fourth quarter adjusted free cash flow performance was driven by higher adjusted operating profit, working capital efficiency, including project-related advanced payments and lower cash interest, partially offset by higher cash taxes and increased capital expenditures to support growth.The company's strong cash generation enabled Vertiv to deploy approximately $1 billion for strategic growth acquisitions during the quarter while maintaining low leverage and a strong balance sheet. Liquidity remained strong at $2.6 billion and net leverage was approximately 0.5x at the end of fourth quarter, reflecting continued strong operational performance and cash generation. Vertiv continues its commitment to obtaining and maintaining investment grade credit ratings.Updated Full Year and First Quarter 2026 GuidanceThe data center market continues to show robust momentum, with strong pipeline growth despite significant pipeline conversion to orders in the fourth quarter. To capitalize on these opportunities, Vertiv is strategically increasing ER&D investments and expanding production capacity.
First Quarter 2026 GuidanceNet sales$2,500M - $2,700MOrganic net sales growth(2)18% - 26%Adjusted operating profit(1)$475M - $515MAdjusted operating margin(2)18.5% - 19.5%Adjusted diluted EPS(1)$0.95 - $1.01Adjusted diluted EPS growth(2)48% - 58%

Full Year 2026 GuidanceNet sales$13,250M - $13,750MOrganic net sales growth(2)27% - 29%Adjusted operating profit(1)$2,980M - $3,100MAdjusted operating margin(2)22.0% - 23.0%Adjusted diluted EPS(1)$5.97 - $6.07Adjusted diluted EPS growth(2)42% - 45%Adjusted free cash flow(2)$2,100M - $2,300M(1)This release contains certain non-GAAP metrics. For reconciliations to the relevant GAAP measures and an explanation of the non-GAAP measures and reasons for their use, please refer to sections of this release entitled "Non-GAAP Financial Measures" and "Reconciliation of GAAP and non-GAAP Financial Measures."(2)This is a forward-looking non-GAAP financial measure that cannot be reconciled without unreasonable efforts for those reasons set forth under "Non-GAAP Financial Measures" of this release.Fourth Quarter 2025 Earnings Conference CallVertiv's management team will discuss the Company's results during a conference call on Wednesday, February 11, starting at 11 a.m. Eastern Time. The call will contain forward-looking statements and other material information regarding Vertiv's financial and operating results. A webcast of the live conference call will be available for interested parties to listen to by going to the Investor Relations section of the Company's website at investors.vertiv.com. A slide presentation will be available before the call and will be posted to the website, also at investors.vertiv.com. A replay of the conference call will also be available for 30 days following the webcast.About Vertiv Holdings CoVertiv (NYSE: VRT) brings together hardware, software, analytics and ongoing services to enable its customers' vital applications to run continuously, perform optimally and grow with their business needs. Vertiv solves the most important challenges facing today's data centers, communication networks and commercial and industrial facilities with a portfolio of power, cooling and IT infrastructure solutions and services that extends from the cloud to the edge of the network. Headquartered in Westerville, Ohio, USA, Vertiv does business in more than 130 countries. For more information, and for the latest news and content from Vertiv, visit vertiv.com.Category: Financial NewsNon-GAAP Financial MeasuresFinancial information included in this release has been prepared in accordance with Generally Accepted Accounting Principles ("GAAP"). Vertiv has included certain non-GAAP financial measures in this news release, as indicated above, that may not be directly comparable to other similarly titled measures used by other companies and therefore may not be comparable among companies. These non-GAAP financial measures include organic net sales growth (including on a segment basis), adjusted operating profit, adjusted operating margin, adjusted diluted EPS and adjusted free cash flow, which management believes provides investors with useful supplemental information to evaluate the Company's ongoing operations and to compare with past and future periods. Management also uses certain non-GAAP measures internally for forecasting, budgeting and measuring its operating performance. These measures should be viewed as supplementing, and not as an alternative or substitute for, the Company's financial results prepared in accordance with GAAP. Pursuant to the requirements of Regulation G, Vertiv has provided reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures.Information reconciling certain forward-looking GAAP measures to non-GAAP measures related to first quarter and full-year 2026 guidance, including organic net sales growth, adjusted free cash flow and adjusted operating margin, is not available without unreasonable effort due to high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations. For those reasons, we are unable to compute the probable significance of the unavailable information, which could have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.See "Reconciliation of GAAP and Non-GAAP Financial Measures" in this release for Vertiv's reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures.Cautionary Note Concerning Forward-Looking StatementsThis news release, and other statements that Vertiv may make in connection therewith, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to Vertiv's future financial or business performance, strategies or expectations, and as such are not historical facts. This includes, without limitation, statements regarding Vertiv's financial position, capital structure, indebtedness, business strategy and plans and objectives of Vertiv management for future operations, as well as statements regarding growth, anticipated demand for our products and services and our business prospects during 2026, as well as expected impacts from our pricing actions, and our guidance for first quarter and full year 2026 and statements regarding tariffs, global trade conflict and any actions we may take in response thereto. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Vertiv cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this news release, words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.The forward-looking statements contained in this release are based on current expectations and beliefs concerning future developments and their potential effects on Vertiv. There can be no assurance that future developments affecting Vertiv will be those that Vertiv has anticipated. Vertiv undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Vertiv's control) or other assumptions 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 the Vertiv 2024 Annual Report on Form 10-K filed with the SEC on February 18, 2025. These risk factors and those identified elsewhere in this release, 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; 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 U.S. and numerous foreign entities; costs or liabilities associated with product liability and damage to our reputation and brands; the global scope of Vertiv's operations, especially in emerging markets; failure to benefit from future significant corporate transactions; risks associated with Vertiv's sales and operations and expanding global production facilities; risks associated with future legislation and regulation of Vertiv's customers' markets; our ability to comply with various laws and regulations including but not limited to, laws and regulations relating to data protection and data privacy; failure to properly address legal compliance issues, particularly those related to imports/exports, anti-corruption laws, and foreign operations; risks associated with foreign trade policy, including tariffs and global trade conflict risks associated with litigation or claims against the Company, including the risk of adverse outcomes to any legal claims and proceedings; our ability to protect or enforce our proprietary rights on which our business depends; third party intellectual property infringement claims; liabilities associated with environmental, health and safety matters; failure to achieve environmental, social and governance goals; failure to realize the value of goodwill and intangible assets; exposure to fluctuations in foreign currency exchange rates; failure to remediate material weaknesses in our internal controls over financial reporting; our level of indebtedness and our ability to comply with the covenants and restrictions contained in our credit agreements; our ability to access funding through capital markets; resales of Vertiv securities may cause volatility in the market price of our securities; our organizational documents contain provisions that may discourage unsolicited takeover proposals; our certificate of incorporation includes a forum selection clause, which could discourage or limit stockholders' ability to make a claim against it; the ability of our subsidiaries to pay dividends; factors relating to the business, operations and financial performance of Vertiv and its subsidiaries, including: global economic weakness and uncertainty; our ability to attract, train and retain key members of our leadership team and other qualified personnel; the adequacy of our insurance coverage; fluctuations in interest rates materially affecting our financial results and increasing the risk our counterparties default in our interest rate hedges; our incurrence of significant costs and devotion of substantial management time as a result of operating as a public company; and other risks and uncertainties indicated in Vertiv's SEC reports or documents filed or to be filed with the SEC by Vertiv. Forward-looking statements included in this news release speak only as of the date of this news release or any earlier date specified for such statements. All subsequent written or oral forward-looking statements attributable to Vertiv or persons acting on Vertiv's behalf may be qualified in their entirety by this Cautionary Note Concerning Forward-Looking Statements.For investor inquiries, please contact:
Lynne Maxeiner
Vice President, Global Treasury & Investor Relations
Vertiv
E: lynne.maxeiner@vertiv.comFor media inquiries, please contact:
Ruder Finn for Vertiv
E: Vertiv@ruderfinn.com Vertiv Holdings CoCONSOLIDATED STATEMENTS OF EARNINGS (LOSS) (Unaudited)(Dollars in millions except for per share data)

Three months ended
December 31, 2025
Three months ended
December 31, 2024
Year ended
December 31, 2025
Year ended
December 31, 2024Net sales

Net sales - products$                 2,360.5
$                 1,914.3
$                 8,390.6
$                 6,393.5Net sales - services519.5
432.1
1,839.3
1,618.3Net sales2,880.0
2,346.4
10,229.9
8,011.8Costs and expenses

Cost of sales - products1,466.4
1,223.8
5,447.2
4,099.4Cost of sales - services292.2
252.4
1,067.5
978.2Cost of sales1,758.6
1,476.2
6,514.7
5,077.6Operating expenses

Selling, general and administrative expenses 461.6
361.6
1,617.8
1,374.0Amortization of intangibles 59.3
47.1
200.4
184.2Restructuring costs20.8
1.2
54.5
5.3Foreign currency (gain) loss, net6.2
0.6
12.0
9.3Other operating expense (income)(6.4)
2.5
0.8
(6.0)Operating profit (loss)579.9
457.2
1,829.7
1,367.4Interest expense, net16.7
30.7
86.1
150.4Loss on extinguishment of debt—
1.3
1.7
2.4Change in fair value of warrant liabilities —
180.0
—
449.2Income (loss) before income taxes563.2
245.2
1,741.9
765.4Income tax expense (benefit)117.6
98.2
409.1
269.6Net income (loss)$                    445.6
$                    147.0
$                 1,332.8
$                    495.8

Earnings (loss) per share:

Basic$                      1.16
$                      0.39
$                      3.49
$                      1.32Diluted$                      1.14
$                      0.38
$                      3.41
$                      1.28Weighted-average shares outstanding

Basic382,473,479
376,614,304
381,712,181
376,418,933Diluted391,671,334
386,473,586
390,652,824
386,325,058 Vertiv Holdings CoCONSOLIDATED BALANCE SHEETS (Unaudited)(Dollars in millions)

December 31, 2025
December 31, 2024ASSETS

Current assets:

Cash and cash equivalents$                    1,728.4
$                    1,227.6Short-term investments99.5
—Accounts receivable, less allowances of $25.6 and 22.4, respectively3,109.0
2,362.7Inventories1,456.5
1,244.4Other current assets426.1
267.1 Total current assets6,819.5
5,101.8Property, plant and equipment, net921.8
625.1Other assets:

Goodwill2,033.7
1,321.1Other intangible assets, net1,894.8
1,487.1Deferred income taxes179.6
303.3Right-of-use assets, net303.0
202.1Other60.0
92.0 Total other assets4,471.1
3,405.6Total assets$                  12,212.4
$                    9,132.5LIABILITIES AND EQUITY

Current liabilities:

Current portion of long-term debt$                        20.9
$                         21.0Accounts payable1,756.4
1,316.4Deferred revenue1,814.7
1,063.3Accrued expenses and other liabilities771.6
612.6Income taxes43.4
83.7 Total current liabilities4,407.0
3,097.0Long-term debt, net2,892.1
2,907.2Deferred income taxes232.8
240.3Long-term lease liabilities245.2
171.4Other long-term liabilities494.0
282.3Total liabilities8,271.1
6,698.2Equity

Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding—
—Common stock, $0.0001 par value, 700,000,000 shares authorized, 382,553,680 and 380,703,974 shares issued and
outstanding at December 31, 2025 and December 31, 2024, respectively—
—Additional paid-in capital2,895.2
2,821.4Retained earnings1,027.9
(238.3)Accumulated other comprehensive (loss) income18.2
(148.8)Total equity3,941.3
2,434.3Total liabilities and equity$                  12,212.4
$                    9,132.5 Vertiv Holdings CoCONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)(Dollars in millions)

?   Three months ended
December 31, 2025
Three months ended
December 31, 2024
Year ended
December 31, 2025
Year ended
December 31, 2024Cash flows from operating activities:

Net income (loss)
$                      445.6
$                      147.0
$                   1,332.8
$                      495.8Adjustments to reconcile net income (loss) to net cash
provided by (used for) operating activities:

Depreciation
26.2
20.9
97.1
81.6 Amortization
62.1
50.1
211.5
195.4 Deferred income taxes
(69.6)
(1.4)
22.6
(54.5) Amortization of debt discount and issuance costs
0.6
1.5
5.9
7.0 Change in fair value of warrant liabilities
—
180.0
—
449.2 Stock-based compensation
7.2
8.8
45.9
34.6 Changes in operating working capital
506.0
44.9
339.3
114.1 Other
26.8
(26.6)
58.7
(3.9) Net cash provided by (used for) operating
activities
1,004.9
425.2
2,113.8
1,319.3Cash flows from investing activities:

Capital expenditures
(93.3)
(60.7)
(220.0)
(167.0)Investments in capitalized software
(1.7)
(2.7)
(6.4)
(17.1)Purchase of short-term investments
—
—
(539.6)
—Proceeds from maturities of short-term investments
450.0
—
450.0
—Acquisition of business, net of cash acquired
(989.1)
(17.6)
(1,184.8)
(17.6)Net cash provided by (used for) investing activities
(634.1)
(81.0)
(1,500.8)
(201.7)Cash flows from financing activities:

Borrowings from ABL revolving credit facility and short-
term borrowings
—
—
—
270.0Repayments of ABL revolving credit facility and short-
term borrowings
—
—
—
(270.0)Repayment of long-term debt
(5.2)
(5.2)
(20.9)
(21.1)Dividend payment
(24.0)
(14.1)
(66.6)
(42.2)Repurchase of common stock
—
—
—
(599.9)Exercise of employee stock options
4.4
8.0
26.4
33.0Employee taxes paid from shares withheld
(3.2)
(0.4)
(11.2)
(21.9) Net cash provided by (used for) financing activities
(28.0)
(11.7)
(72.3)
(652.1)Effect of exchange rate changes on cash and cash
equivalents
2.8
(17.7)
16.9
(21.9)Increase (decrease) in cash, cash equivalents and
restricted cash
345.6
314.8
557.6
443.6Beginning cash, cash equivalents and restricted cash
1,444.2
917.4
1,232.2
788.6Ending cash, cash equivalents and restricted cash
$                   1,789.8
$                   1,232.2
$                   1,789.8
$                   1,232.2Changes in operating working capital

Accounts receivable
$                    (207.7)
$                      (89.9)
$                    (547.5)
$                    (280.3)Inventories
(21.6)
(4.5)
(164.7)
(369.3)Other current assets
(32.2)
(16.6)
(72.9)
(63.7)Accounts payable
19.1
84.2
381.2
343.1Deferred revenue
668.1
62.8
717.5
434.5Accrued expenses and other liabilities
73.9
(10.2)
93.1
7.0Income taxes
6.4
19.1
(67.4)
42.8 Total changes in operating working capital
$                      506.0
$                        44.9
$                      339.3
$                      114.1 Reconciliation of GAAP and non-GAAP Financial MeasuresTo supplement this news release, we have included certain non-GAAP financial measures in the format of performance metrics. Management believes these non-GAAP financial measures provide investors with additional meaningful financial information that should be considered when assessing our underlying business performance and trends. Further, management believes these non-GAAP financial measures also enhance investors' ability to compare period-to-period financial results. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the company's reported results prepared in accordance with GAAP. Our non-GAAP financial measures do not represent a comprehensive basis of accounting. Therefore, our non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies. Reconciliations of each of these non-GAAP financial measures to GAAP information are also included. Management uses these non-GAAP financial measures in making financial, operating, compensation and planning decisions and in evaluating the company's performance. Disclosing these non-GAAP financial measures allows investors and management to view our operating results excluding the impact of items that are not reflective of the underlying operating performance.Vertiv's non-GAAP financial measures include:Adjusted operating profit (loss), which represents operating profit (loss), adjusted to exclude amortization of intangibles, restructuring costs associated with the global restructuring programs, contingent consideration, and merger and acquisition costs;Adjusted operating margin, which represents adjusted operating profit (loss) divided by net sales;Organic net sales growth, which represents the change in net sales adjusted to exclude the impacts of foreign currency exchange rate and acquisitions;Adjusted free cash flow, which represents net cash provided by (used for) operating activities adjusted to exclude capital expenditures and investments in capitalized software; andAdjusted diluted EPS, which represents diluted earnings per share adjusted to exclude amortization of intangibles, restructuring costs associated with global restructuring programs, contingent consideration, merger and acquisition costs, net non-recurring tax adjustments, term loan due 2032 amendment expense and change in warranty liability.Regional Segment Results
Three months ended December 31,
Year ended December 31,
2025
2024
?
?%
Organic ?
%(2)
2025
2024
?
?%
Organic ?
%(2)Net Sales(1):

Americas$ 1,886.3
$ 1,255.9
$     630.4
50.2 %
46.2 %
$ 6,386.3
$ 4,500.6
$ 1,885.7
41.9 %
40.8 %APAC492.0
544.0
(52.0)
(9.6) %
(9.3) %
2,019.2
1,717.8
301.4
17.5 %
18.2 %EMEA501.7
546.5
(44.8)
(8.2) %
(14.1) %
1,824.4
1,793.4
31.0
1.7 %
(2.1) %
$ 2,880.0
$ 2,346.4
$     533.6
22.7 %
19.3 %
$ 10,229.9
$ 8,011.8
$ 2,218.1
27.7 %
26.3 %

Adjusted operating profit (loss)(3):

Americas$     568.2
$     321.5
$     246.7
76.7 %

$ 1,714.3
$ 1,097.8
$     616.5
56.2 %

APAC48.7
68.4
(19.7)
(28.8) %

222.1
175.2
46.9
26.8 %

EMEA111.0
145.2
(34.2)
(23.6) %

377.4
439.4
(62.0)
(14.1) %

Corporate(4)(59.8)
(30.8)
(29.0)
94.2 %

(224.1)
(160.8)
(63.3)
39.4 %

$     668.1
$     504.3
$     163.8
32.5 %

$ 2,089.7
$ 1,551.6
$     538.1
34.7 %

Adjusted operating margins(5):

Americas30.1 %
25.6 %
4.5 %

26.8 %
24.4 %
2.4 %

APAC9.9 %
12.6 %
(2.7) %

11.0 %
10.2 %
0.8 %

EMEA22.1 %
26.6 %
(4.5) %

20.7 %
24.5 %
(3.8) %

Vertiv23.2 %
21.5 %
1.7 %

20.4 %
19.4 %
1.0 %

(1)Segment net sales are presented excluding intercompany sales.(2)Organic basis is adjusted to exclude foreign currency exchange rate impact and the change in acquisition sales.(3)Adjusted operating profit (loss) is only adjusted at the Corporate segment. There are no adjustments at the reportable segment level between operating profit (loss) and adjusted operating profit (loss).(4)Corporate costs consist of headquarters management costs, asset impairments, and costs that support centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, Legal, and Human Resources.(5)Adjusted operating margins calculated as adjusted operating profit (loss) divided by net sales.Sales by Product and Service Offering
Three months ended December 31,
2025
2024
?
? %Americas:

Products$            1,564.4
$          1,013.9
$            550.5
54.3 %Services & spares321.9
242.0
79.9
33.0 %
$            1,886.3
$          1,255.9
$            630.4
50.2 %Asia Pacific:

Products$              360.4
$            417.5
$             (57.1)
(13.7) %Services & spares131.6
126.5
5.1
4.0 %
$              492.0
$            544.0
$             (52.0)
(9.6) %Europe, Middle East & Africa:

Products$              384.6
$            443.5
$             (58.9)
(13.3) %Services & spares117.1
103.0
14.1
13.7 %
$              501.7
$            546.5
$             (44.8)
(8.2) %Total:

Products$            2,309.4
$          1,874.9
$            434.5
23.2 %Services & spares570.6
471.5
99.1
21.0 %
$            2,880.0
$          2,346.4
$            533.6
22.7 %

Year ended December 31,
2025
2024
?
? %Americas:

Products$           5,270.1
$           3,579.1
$           1,691.0
47.2 %Services & spares1,116.2
921.5
194.7
21.1 %
$           6,386.3
$           4,500.6
$           1,885.7
41.9 %Asia Pacific:

Products$           1,510.9
$           1,248.5
$             262.4
21.0 %Services & spares508.3
469.3
39.0
8.3 %
$           2,019.2
$           1,717.8
$             301.4
17.5 %Europe, Middle East & Africa:

Products$           1,426.0
$           1,417.6
$                 8.4
0.6 %Services & spares398.4
375.8
22.6
6.0 %
$           1,824.4
$           1,793.4
$               31.0
1.7 %Total:

Products$           8,207.0
$           6,245.2
$           1,961.8
31.4 %Services & spares2,022.9
1,766.6
256.3
14.5 %
$         10,229.9
$           8,011.8
$           2,218.1
27.7 %Organic growth by Product and Service Offering
Three months ended December 31, 2025
Net Sales ?
FX ?
Acquisition ?(1)
Organic growth
Organic ? %(2)Americas:

Products$                550.5
$                  (1.7)
$                (29.3)
$                519.5
51.2 %Services & spares79.9
(2.3)
(16.6)
61.0
25.2 %
$                630.4
$                  (4.0)
$                (45.9)
$                580.5
46.2 %Asia Pacific:

Products$                (57.1)
$                    0.8
$                     —
$                (56.3)
(13.5) %Services & spares5.1
0.6
—
5.7
4.5 %
$                (52.0)
$                    1.4
$                     —
$                (50.6)
(9.3) %Europe, Middle East & Africa:

Products$                (58.9)
$                (20.8)
$                  (0.8)
$                (80.5)
(18.2) %Services & spares14.1
(9.9)
(0.8)
3.4
3.3 %
$                (44.8)
$                (30.7)
$                  (1.6)
$                (77.1)
(14.1) %Total:

Products$                434.5
$                (21.7)
$                (30.1)
$                382.7
20.4 %Services & spares99.1
(11.6)
(17.4)
70.1
14.9 %
$                533.6
$                (33.3)
$                (47.5)
$                452.8
19.3 %(1)The change in acquisition sales includes sales for the three months ended December 31, 2025, for acquisitions completed in the year ended December 31, 2025.(2)Organic growth percentage change is calculated as organic growth divided by net sales for the three months ended December 31, 2024.
Year ended December 31, 2025
Net Sales ?
FX ?
Acquisition ?(1)
Organic growth
Organic ? %(2)Americas:

Products$             1,691.0
$                    5.9
$                (40.5)
$             1,656.4
46.3 %Services & spares194.7
0.4
(16.6)
178.5
19.4 %
$             1,885.7
$                    6.3
$                (57.1)
$             1,834.9
40.8 %Asia Pacific:

Products$                262.4
$                    7.4
$                     —
$                269.8
21.6 %Services & spares39.0
4.1
—
43.1
9.2 %
$                301.4
$                  11.5
$                     —
$                312.9
18.2 %Europe, Middle East & Africa:

Products$                    8.4
$                (50.8)
$                  (0.9)
$                (43.3)
(3.1) %Services & spares22.6
(16.6)
(0.8)
5.2
1.4 %
$                  31.0
$                (67.4)
$                  (1.7)
$                (38.1)
(2.1) %Total:

Products$             1,961.8
$                (37.5)
$                (41.4)
$             1,882.9
30.1 %Services & spares256.3
(12.1)
(17.4)
226.8
12.8 %
$             2,218.1
$                (49.6)
$                (58.8)
$             2,109.7
26.3 %(1)The change in acquisition sales includes sales for the year ended December 31, 2025, for acquisitions completed in the year ended December 31, 2025.(2)Organic growth percentage change is calculated as organic growth divided by net sales for the year ended December 31, 2024.Segment informationOperating profit (loss)Three months ended
December 31, 2025
Three months ended
December 31, 2024
Year ended
December 31, 2025
Year ended
December 31, 2024Americas$                      568.2
$                      321.5
$                    1,714.3
$                    1,097.8Asia Pacific48.7
68.4
222.1
175.2Europe, Middle East & Africa   111.0
145.2
377.4
439.4Total reportable segments727.9
535.1
2,313.8
1,712.4Foreign currency gain (loss)(6.2)
(0.6)
(12.0)
(9.3)Corporate(82.5)
(30.2)
(271.7)
(151.5)Total corporate and other(88.7)
(30.8)
(283.7)
(160.8)Amortization of intangibles(59.3)
(47.1)
(200.4)
(184.2)Operating profit (loss)$                      579.9
$                      457.2
$                    1,829.7
$                    1,367.4Reconciliation of net cash provided by (used for) operating activities to adjusted free cash flow
Three months ended
December 31, 2025
Three months ended
December 31, 2024
Year ended
December 31, 2025
Year ended
December 31, 2024Net cash provided by (used for) operating activities   $                    1,004.9
$                      425.2
$                    2,113.8
$                    1,319.3Capital expenditures(93.3)
(60.7)
(220.0)
(167.0)Investments in capitalized software(1.7)
(2.7)
(6.4)
(17.1)Adjusted free cash flow$                      909.9
$                      361.8
$                    1,887.4
$                    1,135.2Reconciliation from operating profit (loss) to adjusted operating profit (loss)
Three months ended
December 31, 2025
Three months ended
December 31, 2024
Year ended
December 31, 2025
Year ended
December 31, 2024Operating profit (loss)$                      579.9
$                      457.2
$                    1,829.7
$                    1,367.4Amortization of intangibles59.3
47.1
200.4
184.2Restructuring costs - global programs 18.8
—
49.5
—Contingent consideration4.9
—
4.9
—Mergers and acquisition costs5.2
—
5.2
—Adjusted operating profit (loss)$                      668.1
$                      504.3
$                    2,089.7
$                    1,551.6Reconciliation from operating margin to adjusted operating margin
Three months ended
December 31, 2025
Three months ended
December 31, 2024
?
Year ended
December 31, 2025
Year ended
December 31, 2024
?Vertiv net sales$              2,880.0
$              2,346.4
$   533.6
$          10,229.9
$            8,011.8
$ 2,218.1Vertiv operating profit (loss)579.9
457.2
122.7
1,829.7
1,367.4
462.3Vertiv operating margin20.1 %
19.5 %
0.6 %
17.9 %
17.1 %
0.8 %

Amortization of intangibles$                   59.3
$                   47.1
$     12.2
$               200.4
$               184.2
$     16.2Restructuring costs - global programs18.8
—
18.8
49.5
—
49.5Contingent consideration4.9
—
4.9
4.9
—
4.9Mergers and acquisition costs5.2
—
5.2
5.2
—
5.2Vertiv adjusted operating profit (loss)668.1
504.3
163.8
2,089.7
1,551.6
538.1Vertiv adjusted operating margin23.2 %
21.5 %
1.7 %
20.4 %
19.4 %
1.0 %Reconciliation of Diluted EPS to Non-GAAP Adjusted EPSThree months ended December 31, 2025

Operating profit (loss)
Interest expense, net
Income tax expense
(benefit)
Net income (loss)
Diluted EPS(1)GAAP$                      579.9
$                        16.7
$                      117.6
$                      445.6
$                        1.14Amortization of intangibles59.3
—
—
59.3
0.15Restructuring costs - global programs 18.8
—
—
18.8
0.05Contingent consideration4.9
—
—
4.9
0.01Mergers and acquisition costs5.2
—
—
5.2
0.01Non-GAAP Adjusted$                      668.1
$                        16.7
$                      117.6
$                      533.8
$                        1.36Diluted shares (in millions)

391.7(1)Diluted EPS and adjusted diluted EPS is based on 391.7 million shares (includes 382.5 million basic shares and 9.2 million potential dilutive equity awards). Three months ended December 31, 2024

Operating
profit (loss)
Interest
expense, net
Loss on
extinguishment of
debt
Change in
warrant liability
Income tax
expense (benefit)
Net income
(loss)
Diluted EPS(1)GAAP$            457.2
$              30.7
$                    1.3
$              180.0
$              98.2
$            147.0
$               0.38Amortization of intangibles47.1
—
—
—
—
47.1
0.12Change in warrant liability—
—
—
(180.0)
(37.5)
217.5
0.56Nonrecurring tax benefit, net(2) —
—
—
—
27.1
(27.1)
(0.07)Non-GAAP Adjusted$            504.3
$              30.7
$                    1.3
$                   —
$              87.8
$            384.5
$               0.99Diluted shares (in millions)

386.5(1)Diluted EPS and adjusted diluted EPS is based on 386.5 million shares (includes 376.6 million basic shares and 9.9 million potential dilutive equity awards). We believe that this presentation is more representative of operating results by removing the impact of warrant liability accounting and the associated impact on diluted share count.(2)Nonrecurring tax benefit includes $27.1 million of valuation allowance release as a result of the Company's updated assessment of the realization of deferred tax assets in certain countries. Year ended December 31, 2025

Operating profit
(loss)
Interest expense,
net
Loss on
extinguishment of
debt
Income tax
expense (benefit)
Net income
(loss)
Diluted EPS(1)GAAP$              1,829.7
$                   86.1
$                    1.7
$                 409.1
$              1,332.8
$                   3.41Amortization of intangibles200.4
—
—
—
200.4
0.52Restructuring costs - global programs49.5
—
—
—
49.5
0.13Contingent consideration4.9
—
—
—
4.9
0.01Mergers and acquisition costs5.2
—
—
—
5.2
0.01Nonrecurring tax benefit, net(2)—
—
—
(39.5)
39.5
0.10Term loan due 2032 amendment expense(3)—
(6.2)
(1.7)
—
7.9
0.02Non-GAAP Adjusted$              2,089.7
$                   79.9
$                      —
$                 369.6
$              1,640.2
$                   4.20Diluted shares (in millions)

390.7(1)Diluted EPS and adjusted diluted EPS is based on 390.7 million shares (includes 381.7 million basic shares and 9.0 million potential dilutive equity awards).(2)Nonrecurring tax benefit includes $39.5 million of valuation allowance release as a result of the Company's updated assessment of the realization of deferred tax assets in certain countries.(3)Costs associated with the August 12, 2025 amendment of the Term Loan due 2032. Year ended December 31, 2024

Operating
profit (loss)
Interest
expense, net
Loss on
extinguishment of
debt
Change in
warrant liability
Income tax
expense
(benefit)
Net income
(loss)
Diluted EPS(1)GAAP$              1,367.4
$                   150.4
$                               2.4
$                     449.2
$                   269.6
$                  495.8
$                      1.28Amortization of intangibles184.2
—
—
—
—
184.2
0.48Change in warrant liability—
—
—
(449.2)
—
449.2
1.16Nonrecurring tax benefit, net(2)—
—
—
—
27.1
(27.1)
(0.07)Non-GAAP Adjusted$              1,551.6
$                   150.4
$                               2.4
$                             —
$                   296.7
$              1,102.1
$                      2.85Diluted shares (in millions)

386.3(1)Diluted EPS and adjusted diluted EPS is based on 386.3 million shares (includes 376.4 million basic shares and 9.9 million potential dilutive equity awards). We believe that this presentation is more representative of operating results by removing the impact of warrant liability accounting and the associated impact on diluted share count.(2)Nonrecurring tax benefit includes $27.1 million of valuation allowance release as a result of the Company's updated assessment of the realization of deferred tax assets in certain countries. Vertiv Holdings Co2026 Adjusted GuidanceReconciliation of GAAP Operating Profit to Non-GAAP Adjusted Financial Performance(1)
First Quarter 2026

Operating profit (loss)
Interest expense, net
Income tax expense
(benefit)
Net income (loss)
Diluted EPS(2)GAAP$                      424.8
$                        18.7
$                        93.4
$                      312.7
$                        0.80Amortization of intangibles   70.4
—
—
70.4
0.18Non-GAAP Adjusted$                      495.2
$                        18.7
$                        93.4
$                      383.1
$                        0.98Diluted shares (in millions)

392.0

Full Year 2026

Operating profit (loss)
Interest expense, net
Income tax expense
(benefit)
Net income (loss)
Diluted EPS(2)GAAP$                    2,765.4
$                        59.0
$                      622.5
$                    2,083.9
$                        5.32Amortization of intangibles274.4
—
—
274.4
0.70Non-GAAP Adjusted$                    3,039.8
$                        59.0
$                      622.5
$                    2,358.3
$                        6.02Diluted shares (in millions)

392.0(1)Information reconciling certain forward-looking GAAP measures to non-GAAP measures related to FY 2026 guidance, including organic net sales growth, adjusted operating margin and adjusted free cash flow, is not available without unreasonable effort due to high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations. For the same reasons, we are unable to compute the probable significance of the unavailable information, which could have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.(2)Diluted EPS and adjusted diluted EPS based on 392.0 million shares (includes 383.0 million basic shares and a weighted average 9.0 million potential dilutive equity awards).

View original content to download multimedia:https://www.prnewswire.com/news-releases/vertiv-reports-strong-fourth-quarter-with-organic-orders-growth-of-252-and-diluted-eps-growth-of-200-adjusted-diluted-eps-37-302684536.htmlSOURCE Vertiv Holdings Co

Original: Vertiv Reports Strong Fourth Quarter with Organic Orders Growth of 252% and Diluted EPS Growth of 200% (Adjusted Diluted EPS +37%)