Vertiv (VRT) HR chief granted 8,387 performance-based shares vesting in 2027

Rhea-AI Filing Summary

Poncheri Frank reported acquisition or exercise transactions in this Form 4 filing.

Vertiv Holdings Co executive Frank Poncheri reported an equity award of 8,387 Class A shares. The grant, dated February 12, 2026, reflects shares earned from a prior performance-based award for a period through December 31, 2025. These result in restricted stock units scheduled to vest on January 1, 2027, generally contingent on continued service and the award terms. After this award, Poncheri directly holds 16,653.68 shares, RSUs and dividend-equivalent stock units, and indirectly holds 157.8 shares through the company 401(k) plan in transactions exempt from usual reporting.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Poncheri Frank

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	8,387	$0.00	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 16,653.68 shares (Direct); Class A Common Stock — 157.8 shares (Indirect, By 401(k) plan)

Footnotes (1)

1. Represents the number of shares determined as earned from a prior grant of a performance-based award following completion of the performance period through December 31, 2025. The resulting restricted stock units ("RSUs") will vest on January 1, 2027, generally subject to the reporting person's continued service and the terms of the award agreement. Includes shares, RSUs and dividend-equivalent stock units ("DSUs"). Reflects shares acquired under the Company's 401(k) plan in transactions exempt from reporting requirements.

Form 4 Insider Transactions: What Each Field Means →

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

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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)
02/12/2026

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	02/12/2026		A		8,387(1)	A	$0	16,653.68(2)	D
Class A Common Stock								157.8(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 number of shares determined as earned from a prior grant of a performance-based award following completion of the performance period through December 31, 2025. The resulting restricted stock units ("RSUs") will vest on January 1, 2027, generally subject to the reporting person's continued service and the terms of the award agreement.

2. Includes shares, RSUs and dividend-equivalent stock units ("DSUs").

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

	/s/ Robert M. Wolfe, as attorney-in-fact	02/17/2026
	** 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 did Vertiv (VRT) executive Frank Poncheri report in this Form 4 filing?

Frank Poncheri reported an equity award of 8,387 Vertiv Class A shares. These shares were earned from a prior performance-based award and convert into restricted stock units that are scheduled to vest on January 1, 2027, subject to continued service and award terms.

Is the Vertiv (VRT) Form 4 transaction a stock purchase or a grant?

The Form 4 reflects a grant or award acquisition, not an open-market stock purchase. Poncheri received 8,387 shares at no stated price, earned from a prior performance-based award, which convert into restricted stock units that vest in early 2027.

When will Frank Poncheri’s Vertiv (VRT) restricted stock units from this award vest?

The resulting restricted stock units from this 8,387-share award are scheduled to vest on January 1, 2027. Vesting generally depends on Poncheri’s continued service with Vertiv and compliance with the specific terms of the governing award agreement.

How many Vertiv (VRT) shares and units does Frank Poncheri hold after this Form 4 grant?

After the reported grant, Poncheri directly holds 16,653.68 Vertiv shares, restricted stock units, and dividend-equivalent stock units. He also indirectly holds 157.8 additional shares through the company’s 401(k) plan in transactions that are exempt from standard reporting requirements.

What does the 401(k) plan disclosure mean in Vertiv (VRT) executive Frank Poncheri’s Form 4?

The filing shows Poncheri indirectly holds 157.8 Vertiv shares through the company’s 401(k) plan. Footnotes explain these shares were acquired under the 401(k) in transactions exempt from normal Form 4 reporting rules, but the updated holding amount is now disclosed.