Vertiv Holdings Co (VRT) CIO increases stake through RSU dividend units

Rhea-AI Filing Summary

Vertiv Holdings Co reported a routine change in ownership by its Chief Information Officer. On 12/18/2025, the officer acquired 1.08 shares of Class A common stock through the automatic accrual of dividend-equivalent stock units (DSUs) on existing restricted stock units (RSUs) at a price of $0 per share. After this accrual, the officer beneficially owns 2,944.88 shares directly, which include both RSUs and DSUs, and an additional 18.91 shares indirectly through the company’s 401(k) plan. The DSUs vest on the same schedule as the underlying RSUs, and fractional shares under the 2020 Stock Incentive Plan will be settled in cash.

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).

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^*

Giresi Michael

(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 Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2025

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	12/18/2025		A		1.08(1)	A	$0	2,944.88(2)	D
Class A Common Stock								18.91(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 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 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	12/19/2025
	** 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 insider transaction did Vertiv Holdings Co (VRT) report?

Vertiv Holdings Co reported that its Chief Information Officer acquired 1.08 shares of Class A common stock on 12/18/2025 through the automatic accrual of dividend-equivalent stock units on existing restricted stock units.

How many Vertiv (VRT) shares does the officer own after this transaction?

Following the transaction, the officer beneficially owns 2,944.88 shares of Vertiv Class A common stock directly, including RSUs and DSUs, and 18.91 shares indirectly through the company’s 401(k) plan.

What are dividend-equivalent stock units (DSUs) in the Vertiv (VRT) filing?

The filing explains that DSUs are dividend-equivalent stock units that accrue automatically on the officer’s restricted stock units (RSUs). These DSUs will vest on the same schedule as the underlying RSUs.

Were any Vertiv (VRT) shares sold in this insider transaction?

No shares were sold. The transaction reflects an acquisition of 1.08 shares of Class A common stock through DSU accrual, with a reported price of $0 per share.

How are fractional Vertiv (VRT) shares handled under the 2020 Stock Incentive Plan?

The filing states that under Vertiv’s 2020 Stock Incentive Plan, any fractional shares resulting from RSUs or DSUs will be settled in cash.

How does Vertiv’s 401(k) plan appear in this insider ownership report?

The officer indirectly owns 18.91 shares of Vertiv Class A common stock through the company’s 401(k) plan, and these plan acquisitions are noted as exempt from reporting requirements for individual transactions.