VRT Insider Filing: Karsten Winther Records 1.32 Dividend-Equivalent Units

Rhea-AI Filing Summary

Vertiv Holdings Co insider filing: Karsten Winther, President, EMEA, reported a transaction dated 09/25/2025 on Form 4 showing the automatic accrual of 1.32 dividend-equivalent stock units (DSUs) related to his restricted stock units (RSUs). The DSUs were recorded at a $0 acquisition price because they represent accrued dividend equivalents, and fractional shares under the 2020 Stock Incentive Plan will be settled in cash.

The filing shows that after the reported transaction the reporting person beneficially owns 18,849.72 shares or share equivalents, with that total explicitly noted to include shares, RSUs and DSUs. The form is signed by an attorney-in-fact on 09/26/2025. No derivative transactions or other securities classes are reported in Table II.

Positive

• Disclosure clarity: The filing clearly explains the nature of the recorded DSUs and that fractional shares will be settled in cash.
• Proper reporting: Transaction is documented on Form 4 with explanatory footnotes and attorney-in-fact signature, meeting disclosure requirements.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider accrual of dividend-equivalent units; immaterial change to shareholdings.

The Form 4 documents an automatic accrual of 1.32 DSUs tied to existing RSUs, recorded at $0 because these are dividend-equivalent units rather than a cash purchase. The post-transaction beneficial ownership figure of 18,849.72 explicitly aggregates common shares, RSUs and DSUs. This is a routine equity-compensation accounting event and does not indicate an open-market purchase or sale that would change liquidity or signaling materially.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard equity-compensation reporting; no governance red flags in the filing.

The filing identifies the reporting person as an officer (President, EMEA) and properly explains that DSUs accrued automatically and vest on the same schedule as the underlying RSUs, with fractional shares settled in cash under the 2020 Stock Incentive Plan. The signature by an attorney-in-fact and clear explanatory footnotes meet standard Form 4 disclosure conventions. There are no indications of unusual or off-cycle transactions disclosed.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Winther Karsten

(Last) (First) (Middle)

C/O VERTIV HOLDINGS CO

505 N. CLEVELAND AVE

(Street)

WESTERVILLE OH 43082

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vertiv Holdings Co [ VRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, EMEA

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/25/2025		A		1.32(1)	A	$0	18,849.72(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the automatic accrual of dividend-equivalent stock units ("DSUs") on the reporting person's restricted stock units ("RSUs"). The DSUs will become vested on the same schedule as the underlying RSUs. Pursuant to the terms of the 2020 Stock Incentive Plan, fractional shares will be settled in cash.

2. Includes shares, RSUs and DSUs.

Remarks:

	/s/ Robert M. Wolfe, as attorney-in-fact	09/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 4 filed for VRT disclose on 09/25/2025?

It disclosed the automatic accrual of 1.32 DSUs tied to the reporting person's RSUs, recorded at a $0 acquisition price.

Who is the reporting person on this Form 4 for VRT?

The reporting person is Karsten Winther, identified as President, EMEA of Vertiv Holdings Co.

How many shares or equivalents does the reporting person beneficially own after the transaction?

The filing reports 18,849.72 shares or share equivalents, which the form states includes shares, RSUs and DSUs.

Why is the price listed as $0 for the DSUs on this Form 4?

The DSUs represent accrued dividend-equivalent units on RSUs and are recorded at $0 because they were automatically accrued rather than purchased.

Was any derivative security transaction reported on this Form 4?

No entries are reported in Table II; the filing contains no derivative security transactions.