Vertiv (NYSE: VRT) CIO reports 1,363-share tax withholding on RSU vesting

Rhea-AI Filing Summary

Vertiv Holdings Co’s Chief Information Officer Michael Giresi reported an automatic share withholding related to equity compensation. On January 15, 2026, the issuer withheld 1,363 shares of Class A common stock at $172.54 per share to cover his tax obligations upon vesting and settlement of restricted stock units and related dividend-equivalent units under the 2020 Stock Incentive Plan. After this transaction, Giresi beneficially owned 1,581 Class A shares directly and an additional 18.92 shares indirectly through the company’s 401(k) plan, which were acquired in transactions exempt from reporting.

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
Estimated average burden
hours per response:			0.5

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)
01/15/2026

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	01/15/2026		F		1,363(1)	D	$172.54	1,581(2)	D
Class A Common Stock								18.92(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.

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	01/20/2026
	** 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 (VRT) report for Michael Giresi?

Vertiv reported that Chief Information Officer Michael Giresi had 1,363 shares of Class A common stock automatically withheld on January 15, 2026 to satisfy tax obligations tied to vesting restricted stock units.

What does the transaction code F mean in the Vertiv (VRT) Form 4?

The transaction code F indicates shares were withheld by the issuer to pay taxes due upon the vesting and settlement of equity awards, rather than an open-market sale by the insider.

How many Vertiv (VRT) shares does Michael Giresi own after this Form 4?

After the reported withholding, Michael Giresi beneficially owns 1,581 shares of Vertiv Class A common stock directly and 18.92 shares indirectly through the company’s 401(k) plan.

What role did restricted stock units play in this Vertiv (VRT) filing?

The filing states the shares were withheld to cover taxes upon vesting and settlement of restricted stock units (RSUs) and related dividend-equivalent stock units (DSUs) under Vertiv’s 2020 Stock Incentive Plan.

Is the 401(k) activity for Vertiv (VRT) shares reportable in this Form 4?

The Form 4 notes that the 18.92 Vertiv shares in the 401(k) plan reflect shares acquired in transactions exempt from reporting requirements, but the resulting indirect ownership balance is disclosed.

Does this Vertiv (VRT) Form 4 indicate an open market sale by the CIO?

No. The Form 4 explains that the 1,363 shares were automatically withheld by the issuer for taxes upon RSU vesting, rather than sold by the executive in the open market.