Every 8-K that Vertiv Holdings Co (VRT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow VRT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full VRT filings page.
Vertiv Holdings Co (VRT) announced that its subsidiary Vertiv Corporation agreed to acquire Utility Innovation Holdings, Inc., which operates as UtilityInnovation Group (UIG), in a cash transaction. Target stockholders and other equity holders are expected to receive approximately $1.45 billion in upfront cash at closing, subject to customary adjustments, plus up to an additional $1.15 billion in cash in two earnout tranches tied to specified EBITDA targets.
At the approximately $1.45 billion purchase price, Vertiv states the deal values UIG at about 13x expected 2027 EBITDA, with the effective multiple expected to be significantly lower if the full earnout is paid. Vertiv expects the acquisition to be accretive to adjusted earnings per share in the first year after completion and to expand its opportunity in power‑constrained AI data centers by adding microgrid, onsite generation and energy storage orchestration, and behind‑the‑meter power architecture capabilities.
The transaction is subject to customary closing conditions, including Hart‑Scott‑Rodino antitrust clearance, and is expected to close in the fourth quarter of 2026. Vertiv expects to fund the acquisition from existing resources.
Vertiv Holdings Co (VRT) announced that its Board of Directors has declared a quarterly cash dividend of $0.0625 per share on its Class A common stock. The dividend will be paid on September 24, 2026 to stockholders of record as of the close of business on September 14, 2026. This reflects an ongoing capital return program via regular cash dividends.
Vertiv Holdings Co reported strong Q2 2026 results, with net sales of $3,274.3 million, up 24% from Q2 2025, driven by 18% organic growth, 5% from acquisitions and 1% from favorable currency. Operating profit rose 44% to $637.9 million, and adjusted operating profit increased 51% to $738.4 million, producing an adjusted operating margin of 22.6%, up 410 basis points.
Net income was $497.8 million, with diluted EPS of $1.27 and adjusted diluted EPS of $1.52, up 53% and 60% versus Q2 2025. Operating cash flow reached $1,099.8 million and adjusted free cash flow $925.3 million, more than tripling year over year, supporting a net cash position and $5.6 billion of liquidity. Vertiv raised 2026 guidance, now targeting net sales of $13,800–$14,200 million, organic growth of 30–32%, adjusted operating margin of 23.3–24.3%, adjusted diluted EPS of $6.65–$6.75, and adjusted free cash flow of $2,400–$2,600 million.
Vertiv Holdings reported results from its 2026 Annual Meeting of Stockholders held virtually on June 17, 2026. Of 384,108,816 Class A shares entitled to vote, 330,526,100 shares were represented, reaching 86.05% participation and establishing a quorum.
Stockholders elected eleven directors for one-year terms, including David M. Cote, Giordano Albertazzi and others, with each nominee receiving a majority of votes cast. Stockholders also approved, on an advisory basis, compensation for named executive officers, with 260,726,180 votes for and 34,273,946 against.
In addition, stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 320,644,633 votes for and 9,573,763 against.
Vertiv Holdings has completed the acquisition of ThermoKey S.p.A., a specialist in heat rejection and heat-exchange technologies, through a wholly owned subsidiary. ThermoKey’s products, including dry coolers and advanced heat-exchange solutions compatible with low-GWP and natural refrigerants, will broaden Vertiv’s thermal management portfolio.
The deal is aimed at strengthening Vertiv’s ability to deliver system-level thermal solutions for AI factories and high-density data centers, with a particular focus on Europe, the Middle East, and Africa. ThermoKey’s Rivarotta, Italy operations will remain a key hub, and its CEO, Giuseppe Visentini, will continue to lead the business to provide continuity for employees, partners, and customers.
Vertiv Holdings Co announced that its Board of Directors has declared a quarterly cash dividend of $0.0625 per share on its Class A common stock. The dividend will be paid on June 25, 2026 to stockholders of record at the close of business on June 15, 2026. This provides direct cash returns to shareholders based on their current holdings of Vertiv’s Class A common stock.
Vertiv Holdings Co disclosed that one of its wholly owned subsidiaries has closed the acquisition of Strategic Thermal Labs LLC, a specialist in advanced liquid-cooling technologies. The deal is intended to strengthen Vertiv’s engineering capabilities at the interface between server‑side liquid cooling and supporting infrastructure in high‑density, AI and high‑performance computing environments.
Strategic Thermal Labs adds expertise in cold‑plate design, server‑side liquid cooling and high‑density thermal validation, enhancing Vertiv’s ability to emulate real compute conditions and optimize system‑level performance, reliability and lifecycle outcomes. Vertiv reiterated its commitment to an open, server‑ and silicon‑agnostic ecosystem and highlighted typical integration risks and transaction‑related expenses through forward‑looking statement language.
Vertiv Holdings Co reported a very strong first quarter of 2026 and raised its full-year outlook. Net sales reached $2,649.5 million, up 30% from a year earlier, driven by 23% organic growth and additional contributions from acquisitions and currency.
Operating profit rose to $440.1 million and net income to $390.1 million, with diluted EPS increasing to $0.99 from $0.42. Adjusted operating profit was $550.9 million, giving an adjusted operating margin of 20.8%. Operating cash flow was $766.8 million and adjusted free cash flow was $652.8 million.
For full year 2026, Vertiv now expects net sales of $13,500 to $14,000 million, organic sales growth of 29% to 31%, and diluted EPS of $5.60 to $5.70. Adjusted diluted EPS is projected at $6.30 to $6.40, with adjusted free cash flow of $2,100 to $2,300 million.
Vertiv Holdings Co has closed the acquisition of BMarko Structures, LLC through a wholly owned subsidiary, strengthening its capabilities for manufactured and converged infrastructure solutions.
BMarko, founded in 2014 and based in Williamston, South Carolina, provides custom-engineered structural fabrication and recently expanded its engineering and fabrication facility to approximately 560,000 square feet near Vertiv’s existing Infrastructure Solutions operations. Vertiv expects bringing BMarko’s structural fabrication expertise in-house to enhance execution, material and process control, and support growing AI data center and infrastructure demands.
Vertiv Holdings announced that a wholly owned subsidiary has signed a definitive agreement to acquire ThermoKey S.p.A., an Italy-based provider of heat rejection and heat-exchange technologies. The deal is subject to customary closing conditions, including regulatory approvals, and is expected to close in the second quarter of 2026.
Upon closing, ThermoKey is expected to expand Vertiv’s thermal management portfolio and manufacturing capacity, particularly in EMEA, supporting advanced cooling solutions for high‑density, AI‑ready data centers. ThermoKey’s dry coolers and microchannel heat‑exchange solutions are expected to enhance Vertiv’s end‑to‑end thermal chain and its converged physical infrastructure strategy for data centers and industrial applications.
Vertiv Holdings Co announced that its Board of Directors has declared a quarterly cash dividend of $0.0625 per share on its Class A common stock. This reflects the cash payment shareholders will receive for each share they own.
The dividend will be paid on March 26, 2026 to stockholders of record at the close of business on March 17, 2026. This schedule means investors must be recorded as shareholders by that March 17 record date to receive the March cash payout.
Vertiv Holdings Co completed a major refinancing, issuing $600,000,000 of 4.850% Senior Notes due 2036, $500,000,000 of 5.650% Notes due 2046, $500,000,000 of 5.800% Notes due 2056, and $500,000,000 of 5.950% Notes due 2066, for a total $2.1 billion senior unsecured bond offering.
Vertiv raised $2.08 billion in net proceeds and, together with cash on hand, repaid in full its existing secured term loan, terminating all related commitments, guarantees and liens. The new Notes are senior unsecured, with semi-annual interest payments on March 15 and September 15, starting September 15, 2026.
The company also entered into a new senior unsecured revolving credit facility providing $2,500,000,000 of committed capacity, replacing its prior $800 million asset-based revolver. The facility has a five-year maturity, potential $1,000,000,000 of additional commitments, and a financial covenant limiting consolidated net debt to consolidated EBITDA to 4.00 to 1.00, or 4.50 to 1.00 following a qualified acquisition.
Vertiv highlighted that this debut investment grade Notes offering follows recent rating upgrades, with debt ratings of Baa3 / BBB- / BBB- from Moody’s, S&P and Fitch, and stated that these transactions extend debt maturities, increase liquidity and remove secured liens from its capital structure.
Vertiv Holdings delivered a very strong fourth quarter and full-year 2025, driven by surging data center demand, especially for AI infrastructure. Fourth quarter net sales reached $2.88 billion, up 23% year over year, with organic orders up about 252% and a book-to-bill ratio near 2.9x, boosting backlog to $15.0 billion.
Fourth quarter operating profit rose to $579.9 million and adjusted operating profit to $668.1 million, lifting adjusted operating margin to 23.2%. Full-year 2025 net sales were $10.23 billion, with organic sales growth of 26%, diluted EPS of $3.41 and adjusted diluted EPS of $4.20. Operating cash flow was $2.11 billion and adjusted free cash flow $1.89 billion, supporting about $1.18 billion of acquisitions while keeping net leverage near 0.5x. For 2026, Vertiv guides net sales of $13.25–$13.75 billion and adjusted diluted EPS of $5.97–$6.07, implying strong double-digit growth.
Vertiv Holdings Co completed its previously announced acquisition of Purge Rite Intermediate, LLC ("PurgeRite") on December 4, 2025. Vertiv paid approximately $1.0 billion in upfront cash consideration, subject to customary adjustments for working capital, indebtedness and expenses, plus the possibility of up to an additional $250 million in cash based on post-closing performance metrics of the acquired business.
PurgeRite provides mechanical flushing, purging and filtration services for data centers and other facilities, expanding Vertiv’s presence in critical infrastructure services. The transaction was completed under the Securities Purchase Agreement dated October 31, 2025, and Vertiv also issued a press release announcing the closing.
Vertiv Holdings Co announced a higher regular dividend. The Board raised the annual dividend from $0.15 to $0.25 per share, to be declared and paid quarterly.
The increase starts with the fourth‑quarter dividend of $0.0625 per share of Class A common stock, which was declared on November 13, 2025. It is payable on December 18, 2025 to shareholders of record at the close of business on November 25, 2025.
Vertiv Holdings Co announced that subsidiary Vertiv Corporation entered into a securities purchase agreement to acquire Purge Rite Intermediate, LLC. The aggregate purchase price is approximately $1.0 billion in upfront cash, plus up to $250 million in additional cash tied to post‑closing performance, as specified in the agreement.
The transaction is subject to customary closing conditions, including expiration or termination of the Hart‑Scott‑Rodino waiting period prior to January 29, 2026, and is expected to close in Q4 2025. Vertiv expects to fund the acquisition from existing resources. The parties provided customary representations, warranties, and covenants for a deal of this nature.
Vertiv Holdings Co reported that it issued a press release announcing financial results for the three and nine months ended September 30, 2025. The company also plans to post an earnings slide presentation in advance of its call on the Investor Relations site at investors.vertiv.com. The press release is furnished as Exhibit 99.1 and, along with related information, is furnished rather than filed under the Exchange Act.
Vertiv Holdings (VRT) named Craig Chamberlin as its next Chief Financial Officer, effective November 10, 2025, reporting to CEO Giordano Albertazzi. Current CFO David Fallon will retire on November 9, 2025 and serve as a consultant through December 31, 2026 to support an orderly transition.
Chamberlin brings more than 20 years of finance leadership, including senior roles at Wabtec and earlier experience at General Electric. His compensation includes a $750,000 annual base salary, eligibility for the Vertiv Income Plan with a 100% of salary target bonus, and an annual equity grant targeted at $2,000,000 beginning March 2026. In connection with his appointment, he will receive a one-time $300,000 sign-on cash award and RSUs targeted at $1,050,700, vesting 50%/30%/20% over three years.
The company noted there are no related-party arrangements or family relationships, and it furnished a press release announcing the appointment.
Vertiv Holdings Co reported that its Board of Directors has declared a quarterly cash dividend of $0.0375 per share on its Class A common stock. The dividend will be paid to stockholders who are on the company’s books as of the close of business on September 15, 2025, and it is expected to be distributed on September 25, 2025. This action provides shareholders with a regular cash return while they continue to hold the stock.
Vertiv Holdings Co reported that on August 20, 2025 it closed its acquisition of the Great Lakes Data Rack and Cabinets family of companies. The company furnished a press release about this transaction as an exhibit to the report under Regulation FD.
The furnished information, including the press release, is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not automatically incorporated by reference into other securities law filings unless specifically referenced.
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.
Vertiv Holdings held its 2025 Annual Meeting of Stockholders on June 18, with 83.46% of shares (318,096,879 out of 381,105,178) represented. Three key proposals were voted on:
- Board Elections: Ten directors were elected for one-year terms. Notable results include Giordano Albertazzi receiving strong support (276.2M votes), while Jacob Kotzubei and Joseph van Dokkum faced significant opposition with high withhold votes.
- Executive Compensation: Shareholders approved the "say-on-pay" proposal with 244.3M votes in favor (87.2% of votes cast), showing strong support for the company's executive compensation practices.
- Auditor Ratification: Ernst & Young LLP was confirmed as the independent auditor for FY2025, receiving overwhelming approval with 301.2M votes in favor (94.7% of votes cast).
The meeting was held virtually, and all proposals passed successfully, demonstrating overall strong shareholder support for management's recommendations, despite some opposition to specific board nominees.