Vertiv (VRT) CFO reports new dividend-equivalent stock units in Form 4

Rhea-AI Filing Summary

Vertiv Holdings Co’s chief financial officer reported a routine equity award update. On 12/18/2025, the officer automatically accrued 2.06 dividend-equivalent stock units (DSUs) tied to existing restricted stock units (RSUs) in Vertiv Class A common stock at a price of $0 per unit. These DSUs vest on the same schedule as the underlying RSUs. After this transaction, the officer beneficially owns a total of 5,595.06 RSUs and DSUs in direct form. Under Vertiv’s 2020 Stock Incentive Plan, any fractional shares from these awards 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^*

Chamberlin Craig

(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 Financial 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		2.06(1)	A	$0	5,595.06(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 RSUs and DSUs.

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 in this Form 4?

The company reported that its chief financial officer automatically accrued 2.06 dividend-equivalent stock units (DSUs) linked to existing restricted stock units (RSUs) in Vertiv Class A common stock on 12/18/2025.

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

The filing explains that the 2.06 DSUs represent the automatic accrual of dividend-equivalent stock units on the officer’s RSUs. These DSUs will vest on the same schedule as the underlying RSUs.

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

Following the reported transaction, the officer beneficially owns 5,595.06 units consisting of RSUs and DSUs, held in direct ownership form.

Did the Vertiv (VRT) insider pay anything for the new DSUs?

No. The transaction table shows the 2.06 DSUs were acquired at a price of $0, reflecting an automatic accrual under the company’s equity plan rather than a market purchase.

How are fractional shares handled under Vertiv’s 2020 Stock Incentive Plan?

The explanation states that under the 2020 Stock Incentive Plan, any fractional shares will be settled in cash rather than in stock.

Is the Vertiv (VRT) Form 4 transaction related to a Rule 10b5-1 trading plan?

The form includes a checkbox for transactions made under a Rule 10b5-1(c) trading plan, but the excerpt does not indicate that this specific DSU accrual was made under such a plan.