[Form 4] Vertiv Holdings Co Insider Trading Activity

Rhea-AI Filing Summary

Frank Poncheri, Chief Human Resources Officer of Vertiv Holdings Co (VRT), reported a disposition of 2,389 shares of Class A common stock on 09/15/2025 at a reported price of $138.26 per share. The filing states the 2,389-share reduction represents automatic withholding by the issuer to satisfy the reporting person’s tax obligations upon vesting and settlement of restricted stock units and dividend-equivalent units under the company’s 2020 Stock Incentive Plan; fractional shares were settled in cash. After the transaction the report lists total beneficial ownership across shares, RSUs and DSUs of 8,263.28 shares and indicates an indirect holding of 150.57 shares through the company 401(k) plan. The Form 4 was signed by an attorney-in-fact on 09/16/2025.

Insights

Securities Analyst

TL;DR Insider reported a routine withholding sale to cover taxes on vested RSUs; no new grants or exercised options reported.

The transaction is described as an automatic withholding to satisfy tax obligations upon vesting of RSUs and DSUs, which is a common administrative action and not an active market sale initiated by the officer. The report shows remaining beneficial ownership includes shares and unvested equity units totaling 8,263.28 shares and an indirect 401(k) holding of 150.57 shares. The reported price of $138.26 reflects the per-share withholding valuation on 09/15/2025. From a disclosure and compliance perspective, the Form 4 appears complete and includes the required explanatory remarks.

Corporate Governance Expert

TL;DR This filing documents a standard tax-withholding disposition tied to equity vesting, not an independent sale by the insider.

The Form 4 explicitly identifies the disposition code as a withholding to satisfy tax obligations on settled RSUs and DSUs under the 2020 Stock Incentive Plan. It clarifies fractional shares were cashed out and separately discloses indirect holdings through the company 401(k). The signature by an attorney-in-fact is noted and dated 09/16/2025, which satisfies execution requirements. No material governance issues or unexplained transfers are evident in the filing.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Poncheri Frank

(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)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		F		2,389(1)	D	$138.26	8,263.28(2)	D
Class A Common Stock								150.57(3)	I	By 401(k) Plan

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 withholding by the issuer to satisfy the reporting person's tax obligation upon vesting and settlement of restricted stock units ("RSUs"), including dividend-equivalent stock units ("DSUs"). Pursuant to the terms of the 2020 Stock Incentive Plan, fractional shares are mandatorily settled in cash.

2. Includes shares, RSUs and DSUs.

3. Reflects shares acquired under the Company's 401(k) plan in transactions exempt from reporting requirements.

Remarks:

	/s/ Robert M. Wolfe, as attorney-in-fact	09/16/2025
	** 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 transaction did Frank Poncheri report on Form 4 for VRT?

The filing reports a disposition of 2,389 shares of Class A common stock on 09/15/2025 at $138.26 per share.

Why were 2,389 shares disposed of according to the Form 4?

The filing states the shares were automatically withheld by the issuer to satisfy tax obligations upon vesting and settlement of restricted stock units and dividend-equivalent units.

How many shares does Poncheri beneficially own after the reported transaction?

The Form 4 lists total beneficial ownership of 8,263.28 shares, which includes shares, RSUs and DSUs.

Does the filing show any indirect holdings for the reporting person?

Yes, it shows an indirect holding of 150.57 shares through the company 401(k) plan.

Who signed the Form 4 and when was it signed?

The form was signed by Robert M. Wolfe, as attorney-in-fact and dated 09/16/2025.