[8-K] Vertiv Holdings Co Reports Material Event

Rhea-AI Filing Summary

Vertiv Holdings Co. amended its term loan credit agreement to create a single 7-year term loan tranche that matures on August 12, 2032. The amendment also expands the size of the debt basket available under the company’s ABL credit agreement, while stating that other material provisions, including pricing, remain materially unchanged.

The filing discloses that the principal amount outstanding under the Credit Agreement is approximately $2,086,505,256.71. The company filed the amendment as Exhibit 10.1 and notes the representations and warranties in the amendment are for the benefit of parties to that amendment.

Positive

• Term loan maturity extended by establishing a single 7-year tranche maturing on August 12, 2032.
• ABL debt basket increased, expanding the company’s stated borrowing capacity under the ABL Credit Agreement.
• Pricing and other material provisions unchanged, indicating no immediate increase in stated cost under the Credit Agreement per the amendment.

Negative

• None.

Insights

Financial Analyst

TL;DR: Maturity extended to 2032 and ABL basket increased; principal outstanding ~$2.09B.

The amendment replaces the existing term loan structure with a single 7-year tranche maturing August 12, 2032, which formally pushes the term loan maturity horizon further into the future. The filing also increases the available debt basket under the ABL facility. Pricing and other material terms are stated as materially unchanged, and the company discloses an outstanding principal balance of approximately $2.0865 billion, providing clear visibility on current funded obligations.

Corporate Finance Specialist

TL;DR: Extension and expanded ABL capacity change near-term refinancing timeline; terms otherwise unchanged.

By creating a single 7-year tranche maturing in 2032 and expanding the ABL debt basket, the amendment alters the debt maturity profile and the company’s stated borrowing capacity under its ABL agreement. The filing explicitly notes that pricing and other material provisions remain materially unchanged. The disclosure of the outstanding principal (~$2,086,505,256.71) quantifies the company’s current term loan exposure.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2025

VERTIV HOLDINGS CO

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-38518

(Commission File Number)

81-2376902

(I.R.S. Employer Identification No.)

505 N. Cleveland Ave., Westerville, Ohio 43082

(Address of principal executive offices and zip code)

614-888-0246

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Class A common stock, $0.0001 par value per share		VRT		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 12, 2025, Vertiv Group Corporation, a Delaware corporation (the “Borrower”) and an indirect wholly-owned subsidiary of Vertiv Holdings Co (the “Company”), Vertiv Intermediate Holding II Corporation, a Delaware corporation (“Holdings”) and the direct parent of the Borrower, as a guarantor, and certain subsidiaries of the Borrower party thereto as guarantors entered into an Amendment No. 6 to Term Loan Credit Agreement (the “Amendment”) with Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the lenders party thereto. The Amendment amends the Term Loan Credit Agreement, dated as of March 2, 2020 (as amended by Amendment No. 1, dated as of March 10, 2021, Amendment No. 2, dated as of June 22, 2023, Amendment No. 3, dated as of December 13, 2023, Amendment No. 4, dated as of June 13, 2024, Amendment No. 5, dated as of December 13, 2024, and as amended by the Amendment, the “Credit Agreement”), by and among Holdings, the Borrower, the Administrative Agent and the lenders from time to time party thereto.

The Amendment, among other modifications, (i) extends the maturity of the term loan by creating a new single 7-year term loan tranche with a maturity date of August 12, 2032 and (ii) increases the size of the debt basket for the ABL Credit Agreement (as such term is defined in the Credit Agreement). All other material provisions of the Credit Agreement remain materially unchanged, including but not limited to the pricing.

As of August 12, 2025, the principal amount outstanding under the Credit Agreement was approximately $2,086,505,256.71.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto. The representations and warranties contained in the Amendment were made only for purposes of that amendment and as of the dates specified therein; were solely for the benefit of certain parties to the Amendment; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations and warranties or any description thereof as characterizations of the actual state of facts or condition of the Company and its subsidiaries. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Amendment, which subsequent information may or may not be fully reflected in public disclosures by the Company.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed with this Current Report on Form 8-K:

10.1		Amendment No. 6 to Term Loan Credit Agreement, dated as of August 12, 2025, by and among Vertiv Group Corporation, as borrower, Vertiv Intermediate Holding II Corporation and certain other affiliates of Vertiv Group Corporation, as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 12, 2025

VERTIV HOLDINGS CO
By:		/s/ David Fallon
Name:		David Fallon
Title:		Chief Financial Officer

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FAQ

What did Vertiv (VRT) change in its term loan agreement?

The company executed Amendment No. 6 to create a single 7-year term loan tranche that matures August 12, 2032 and increased the ABL debt basket.

How much principal is outstanding under Vertiv’s Credit Agreement?

The filing discloses approximately $2,086,505,256.71 outstanding under the Credit Agreement as of the amendment date.

Did the amendment change the pricing on the term loan?

No. The amendment states that pricing and other material provisions remain materially unchanged.

Where can I find the full text of the amendment?

The amendment is filed as Exhibit 10.1 to the Current Report and the summary in the filing is qualified in its entirety by that exhibit.

Does the filing say the representations and warranties reflect the company’s current condition?

The filing states the representations and warranties were made for the purposes of the amendment and for the benefit of certain parties, and may not reflect the actual state of facts or future disclosures.