Vertiv HR chief granted dividend stock units

Vertiv Holdings Co reported that Chief Human Resources Officer Frank Poncheri acquired 3.19 shares of Class A Common Stock through an automatic accrual of dividend-equivalent stock units on his restricted stock units.

Rhea-AI Filing Summary

Vertiv Holdings Co reported that Chief Human Resources Officer Frank Poncheri acquired 3.19 shares of Class A Common Stock through an automatic accrual of dividend-equivalent stock units on his restricted stock units. After this grant, he directly holds a total of 16,656.87 shares, RSUs and DSUs, and indirectly holds 157.79 shares through the company’s 401(k) plan. The fractional portion of these dividend-equivalent units will be settled in cash under Vertiv’s 2020 Stock Incentive Plan.

Insider Trade Summary

Grant/Award: 3.19 shares

Grant/Award 2 txns

Insider Poncheri Frank

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	3.19	$0.00	$0.00
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 16,656.87 shares (Direct); Class A Common Stock — 157.79 shares (Indirect, By 401(k) Plan)

Footnotes (3)

1. F1. 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. F2. Includes shares, RSUs and DSUs.
3. F3. Reflects shares acquired under the Company's 401(k) plan in transactions exempt from reporting requirements.

Key Figures

DSU grant: 3.19 shares Direct holdings after transaction: 16,656.87 shares/RSUs/DSUs Indirect 401(k) holdings: 157.79 shares +1 more

4 metrics

DSU grant 3.19 shares Automatic accrual of dividend-equivalent stock units on RSUs

Direct holdings after transaction 16,656.87 shares/RSUs/DSUs Total direct position following DSU accrual

Indirect 401(k) holdings 157.79 shares Shares held through Vertiv 401(k) plan

Transaction price per share $0.00 Grant of DSUs carried no purchase price

Key Terms

dividend-equivalent stock units, DSUs, RSUs, 2020 Stock Incentive Plan, +1 more

5 terms

dividend-equivalent stock units financial

"Represents the automatic accrual of dividend-equivalent stock units ("DSUs") on the reporting person's restricted stock units"

Dividend-equivalent stock units are compensation units that track the dividend payments an investor would receive on a share, but are paid to an employee or holder in cash or additional units instead of actual shares. They matter to investors because they represent a company obligation that can affect cash flow and shareholder dilution over time, and they reveal how a company rewards insiders in ways that mimic its dividend policy — like giving a paycheck that follows the company’s dividend stream.

DSUs financial

"The DSUs will become vested on the same schedule as the underlying RSUs"

DSUs, or Deferred Share Units, are a form of long-term pay where employees or directors receive a promise of company shares or cash at a later date instead of immediate salary. Think of them as an IOU for future stock that vests over time and converts into actual shares or cash, so they matter to investors because they can increase the number of outstanding shares (dilution) and reveal how management’s pay is tied to company performance.

RSUs financial

"Represents the automatic accrual of dividend-equivalent stock units ("DSUs") on the reporting person's restricted stock units ("RSUs")"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

2020 Stock Incentive Plan financial

"Pursuant to the terms of the 2020 Stock Incentive Plan, fractional shares will be settled in cash"

401(k) plan financial

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

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Vertiv (VRT) insider Frank Poncheri report in this Form 4?

Frank Poncheri, Vertiv’s Chief Human Resources Officer, reported an automatic grant of 3.19 Class A Common Stock shares as dividend-equivalent stock units on existing RSUs. This compensation-related accrual did not involve an open-market buy or sell transaction.

How many Vertiv (VRT) shares does Frank Poncheri hold after the reported transactions?

After the reported grant, Frank Poncheri directly holds 16,656.87 Vertiv Class A Common Stock shares, RSUs and DSUs. He also indirectly holds 157.79 shares through the company’s 401(k) plan, reflecting both equity awards and retirement-plan accumulation.

What are dividend-equivalent stock units (DSUs) in Vertiv’s Form 4 for VRT?

Dividend-equivalent stock units, or DSUs, are additional units that automatically accrue on restricted stock units when dividends are paid. In this filing, DSUs granted to Frank Poncheri will vest on the same schedule as his underlying RSUs under Vertiv’s 2020 Stock Incentive Plan.

Did the Vertiv (VRT) Form 4 show any open-market stock purchases or sales?

The Form 4 did not show open-market purchases or sales. Instead, it reported an automatic award of 3.19 dividend-equivalent stock units on existing RSUs and updated holdings, including shares acquired under Vertiv’s 401(k) plan in transactions exempt from reporting requirements.

How are fractional Vertiv (VRT) shares from DSUs settled for Frank Poncheri?

Under Vertiv’s 2020 Stock Incentive Plan, any fractional shares resulting from dividend-equivalent stock units will be settled in cash. The filing notes that DSUs tied to Frank Poncheri’s RSUs follow this rule, so only whole-share portions are reflected as equity holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/30/2026 - 08:43 PM EDT Learn about SEC filing dates

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^*

Poncheri Frank

(Last) (First) (Middle)

C/O VERTIV HOLDINGS CO

505 N. CLEVELAND AVE

(Street)

WESTERVILLE OHIO 43082

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/26/2026		A		3.19(1)	A	$0	16,656.87(2)	D
Class A Common Stock								157.79(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 shares, 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	03/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)