Vertiv CHRO granted dividend-equivalent stock units

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

Rhea-AI Filing Summary

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

Vertiv Holdings Co reported that Chief Human Resources Officer Frank Poncheri received an automatic accrual of 2.74 dividend-equivalent stock units (DSUs) tied to his restricted stock units (RSUs), at no cash cost. These DSUs vest on the same schedule as the underlying RSUs, and any fractional shares will be settled in cash under the 2020 Stock Incentive Plan. After this award, Poncheri directly holds 16,659.61 shares of Vertiv Class A common stock and indirectly holds 159.28 shares through the company’s 401(k) plan.

Insider Trade Summary

Grant/Award: 2.74 shares

Grant/Award 2 txns

Insider Poncheri Frank

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	2.74	$0.00	$0.00
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 16,659.61 shares (Direct); Class A Common Stock — 159.28 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

DSUs granted: 2.74 units Direct holdings after transaction: 16,659.61 shares Indirect 401(k) holdings: 159.28 shares +2 more

5 metrics

DSUs granted 2.74 units Dividend-equivalent stock units tied to RSUs at $0.00 per share

Direct holdings after transaction 16,659.61 shares Vertiv Class A common stock directly held by Frank Poncheri

Indirect 401(k) holdings 159.28 shares Vertiv shares held indirectly via company 401(k) plan

Grant price $0.00 per share Price for 2.74 DSUs granted as automatic dividend accrual

Acquire transactions 1 transaction Single grant/award acquisition reported in transaction summary

Key Terms

dividend-equivalent stock units, restricted stock units ("RSUs"), 2020 Stock Incentive Plan, 401(k) plan

4 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.

restricted stock units ("RSUs") financial

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

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

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) executive Frank Poncheri acquire in this Form 4?

Frank Poncheri received 2.74 dividend-equivalent stock units (DSUs) linked to his RSUs. These units were granted at $0.00 per share as an automatic dividend accrual under Vertiv’s 2020 Stock Incentive Plan, rather than through an open-market stock purchase.

How many Vertiv (VRT) shares does Frank Poncheri hold after this transaction?

After the DSU accrual, Frank Poncheri directly holds 16,659.61 shares of Vertiv Class A common stock. He also indirectly holds 159.28 shares through the company’s 401(k) plan, combining equity compensation and retirement-plan ownership reported in this Form 4.

Are the Vertiv (VRT) stock units granted to Poncheri immediately vested?

No, the dividend-equivalent stock units (DSUs) granted to Poncheri will vest on the same schedule as his underlying restricted stock units (RSUs). Until vesting, they function as part of his equity compensation rather than fully owned, freely tradable shares.

Was Frank Poncheri’s Vertiv (VRT) transaction an open-market buy or sale?

The filing shows a grant/award acquisition of 2.74 DSUs at $0.00 per share, not an open-market trade. It reflects automatic dividend-equivalent accrual on existing RSUs, with any fractional shares to be settled in cash under plan terms.

What does the 401(k) entry mean in Frank Poncheri’s Vertiv (VRT) holdings?

The Form 4 reports 159.28 Vertiv shares held indirectly through the company’s 401(k) plan. A footnote explains these are shares acquired under the plan in transactions exempt from standard reporting requirements, representing part of his retirement-related stock holdings.

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

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Accepted by SEC EDGAR 06/26/2026 - 04:09 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)
06/25/2026

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	06/25/2026		A		2.74(1)	A	$0	16,659.61(2)	D
Class A Common Stock								159.28(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	06/26/2026
	** 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)