Spouse of Vertiv (NYSE: VRT) chair sells 40K company shares

Rhea-AI Filing Summary

Vertiv Holdings Co’s Executive Chairman David M. Cote reported indirect sales of Class A common stock carried out for his spouse. Across multiple open-market transactions on February 26, 2026, Cote’s spouse sold a total of 40,000 shares at weighted average prices disclosed in price ranges from $250.23 to $258.26.

Footnotes state the securities sold are held directly by Cote’s spouse, with Cote reporting them as indirect beneficial ownership. The filing also details several blocks of stock options, totaling 115,942, 115,942, 86,956, 28,986, 25,000, 75,000, 50,000, and 46,012 options, granted between 2020 and 2025, with vesting schedules extending through March 15, 2029. These options remain unexercised and are held by a grantor retained annuity trust and the David M. Cote 2018 Revocable Trust, where Cote serves as trustee.

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^*

COTE DAVID M

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		S		2,124(1)	D	$250.23(2)	60,134.03	I	See Footnote(3)
Class A Common Stock	02/26/2026		S		5,122(1)	D	$252.19(4)	55,012.03	I	See Footnote(3)
Class A Common Stock	02/26/2026		S		5,732(1)	D	$253.38(5)	49,280.03	I	See Footnote(3)
Class A Common Stock	02/26/2026		S		3,301(1)	D	$254.39(6)	45,979.03	I	See Footnote(3)
Class A Common Stock	02/26/2026		S		2,833(1)	D	$255.33(7)	43,146.03	I	See Footnote(3)
Class A Common Stock	02/26/2026		S		8,437(1)	D	$256.42(8)	34,709.03	I	See Footnote(3)
Class A Common Stock	02/26/2026		S		7,518(1)	D	$257.45(9)	27,191.03	I	See Footnote(3)
Class A Common Stock	02/26/2026		S		4,933(1)	D	$258.26(10)	22,258.03	I	See Footnote(3)

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
Stock Option	$12.05							(11)(19)	02/07/2030	Class A Common Stock	115,942		115,942	I	See Footnote(19)
Stock Option	$20.56							(12)(19)	02/04/2031	Class A Common Stock	115,942		115,942	I	See Footnote(19)
Stock Option	$11.5							(13)(19)	03/03/2032	Class A Common Stock	86,956		86,956	I	See Footnote(19)
Stock Option	$11.5							(14)(20)	03/03/2032	Class A Common Stock	28,986		28,986	I	See Footnote(20)
Stock Option	$15.84							(15)(19)	03/07/2033	Class A Common Stock	25,000		25,000	I	See Footnote(19)
Stock Option	$15.84							(16)(20)	03/07/2033	Class A Common Stock	75,000		75,000	I	See Footnote(20)
Stock Option	$72.09							(17)(20)	03/07/2034	Class A Common Stock	50,000		50,000	I	See Footnote(20)
Stock Option	$85.04							(18)(20)	03/07/2035	Class A Common Stock	46,012		46,012	I	See Footnote(20)

Explanation of Responses:

1. The Reporting Person undertook sales of the securities on behalf of the Reporting Person's spouse.

2. The trade was executed in a series of transactions with a price range of $250.06 to $250.68, inclusive, with a weighted average price of $250.23. The reporting person undertakes to provide to Vertiv Holdings Co, any security holder of Vertiv Holdings Co, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and in footnotes 4 through 10, inclusive.

3. Reflects securities held directly by the Reporting Person's spouse.

4. The trade was executed in a series of transactions with a price range of $251.80 to $252.76, inclusive, with a weighted average price of $252.19.

5. The trade was executed in a series of transactions with a price range of $252.80 to $253.79, inclusive, with a weighted average price of $253.38.

6. The trade was executed in a series of transactions with a price range of $253.82 to $254.81, inclusive, with a weighted average price of $254.39.

7. The trade was executed in a series of transactions with a price range of $254.85 to $255.81, inclusive, with a weighted average price of $255.33.

8. The trade was executed in a series of transactions with a price range of $255.91 to $256.89, inclusive, with a weighted average price of $256.42.

9. The trade was executed in a series of transactions with a price range of $256.96 to $257.95, inclusive, with a weighted average price of $257.45.

10. The trade was executed in a series of transactions with a price range of $257.96 to $258.93, inclusive, with a weighted average price of $258.26.

11. Consists of 115,942 stock options granted on February 7, 2020, which vested as to 28,985 on February 7, 2021, 28,986 on February 7, 2022, 28,985 on February 7, 2023, and 28,986 on February 7, 2024.

12. Consists of 115,942 stock options granted on February 4, 2021, which vested as to 28,986 on each of February 4, 2022 and February 4, 2023, 28,985 on February 4, 2024, and 28,985 on February 4, 2025.

13. Consists of 86,956 stock options granted on March 3, 2022, which vested as to 28,985 on each of March 3, 2023 and March 3, 2024, and 28,986 on March 3, 2025.

14. Consists of 28,986 stock options granted on March 3, 2022, which will vest as to 28,986 on March 3, 2026.

15. Consists of 25,000 stock options granted on March 7, 2023, which vested as to 25,000 on March 15, 2024.

16. Consists of 75,000 stock options granted on March 7, 2023, which vested as to 25,000 on March 15, 2025, and which will vest as to 25,000 on each of March 15, 2026 and March 15, 2027.

17. Consists of 50,000 stock options granted on March 7, 2024, which vested as to 12,500 on March 15, 2025, and which will vest as to 12,500 on each of March 15, 2026, March 15, 2027 and March 15, 2028.

18. Consists of 46,012 stock options granted on March 7, 2025, which will vest as to 11,503 on each of March 15, 2026, March 15, 2027, March 15, 2028 and March 15, 2029.

19. Reflects securities held directly by a grantor retained annuity trust (the "trust"), of which the Reporting Person is the trustee and annuitant and over which securities the Reporting Person maintains indirect beneficial ownership. As of the date of this Form 4, these options have not been exercised and remain held by the trust.

20. Reflects securities held directly by David M. Cote 2018 Revocable Trust, of which the Reporting Person is the trustee. As of the date of this Form 4, these options have not been exercised and remain held by David M. Cote 2018 Revocable Trust.

	/s/ Eric Broxterman, as attorney-in-fact	03/02/2026
	** 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).
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FAQ

How many Vertiv (VRT) shares were sold in this Form 4 filing?

The filing reports that 40,000 shares of Vertiv Class A common stock were sold. These were executed in multiple open-market transactions by the spouse of Executive Chairman David M. Cote, with Cote reporting the holdings as indirect beneficial ownership.

Who executed the Vertiv (VRT) share sales reported by David M. Cote?

The sales were undertaken by David M. Cote on behalf of his spouse, according to the footnotes. The securities are held directly by the spouse, while Cote reports them as indirect beneficial ownership, reflecting his relationship to the holder rather than direct personal ownership.

On what date did the reported Vertiv (VRT) stock sales occur?

All reported Vertiv Class A common stock sales occurred on February 26, 2026. The transactions were carried out in a series of open-market trades at various price ranges, each with a disclosed weighted average sale price in the accompanying footnotes.

What price ranges were involved in the Vertiv (VRT) share sales?

The trades were executed in several price ranges from $250.06 up to $258.93 per share. Footnotes list ranges such as $250.06–$250.68, $251.80–$252.76, and up to $257.96–$258.93, each with a specific weighted average sale price disclosed.

What Vertiv (VRT) stock option grants held by David M. Cote are described?

The filing describes multiple option grants, including 115,942 options from 2020, another 115,942 from 2021, 86,956 plus 28,986 from 2022, 25,000 and 75,000 from 2023, and 50,000 and 46,012 from 2024–2025. These have staged vesting through March 15, 2029.

Have the Vertiv (VRT) stock options reported in the filing been exercised?

The footnotes state that the reported stock options have not been exercised as of the Form 4 date. They remain held by a grantor retained annuity trust and the David M. Cote 2018 Revocable Trust, where Cote serves as trustee and annuitant.