Executive equity grant at Vertiv (VRT) boosts Stephanie Gill’s holdings

Rhea-AI Filing Summary

Vertiv Holdings Co executive Stephanie L. Gill reported an equity award and updated holdings in company stock. She acquired 11,839 shares of Class A common stock as a grant from a prior performance-based award, with resulting restricted stock units scheduled to vest on January 1, 2027, subject to continued service and award terms.

After this grant, she directly holds 34,419.16 shares, including shares, restricted stock units, and dividend-equivalent stock units. She also indirectly holds 2,015.45 shares through the company 401(k) plan in transactions exempt from normal reporting requirements.

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^*

Gill Stephanie L

(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 Legal Counsel & Sec.

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		11,839(1)	A	$0	34,419.16(2)	D
Class A Common Stock								2,015.45(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 insider transaction did Vertiv (VRT) report for Stephanie L. Gill?

Vertiv reported that executive Stephanie L. Gill received an equity grant of 11,839 Class A common shares. The award stems from a prior performance-based grant and converts into restricted stock units that will vest later, adding to her existing direct and indirect ownership.

How many Vertiv (VRT) shares does Stephanie L. Gill hold after this Form 4?

After the reported transactions, Stephanie L. Gill directly holds 34,419.16 Vertiv Class A shares, including RSUs and dividend-equivalent units. She also indirectly holds 2,015.45 shares through the company’s 401(k) plan, reflecting retirement-plan acquisitions exempt from standard transaction reporting rules.

What are the terms of Stephanie L. Gill’s new Vertiv (VRT) RSU award?

The 11,839-share grant reflects performance achieved through December 31, 2025, and converts into restricted stock units. These RSUs are scheduled to vest on January 1, 2027, generally contingent on Gill’s continued service and compliance with the underlying award agreement terms.

Is the Vertiv (VRT) Form 4 transaction a market purchase or sale?

The Form 4 shows a grant or award acquisition, not a market trade. Shares were determined as earned from a performance-based award and granted at no stated price per share, so it does not represent an open-market buy or sell transaction.

How are Vertiv (VRT) 401(k) plan shares reported for Stephanie L. Gill?

Shares held through Vertiv’s 401(k) plan are reported as indirect ownership for Stephanie L. Gill. The filing notes these plan shares were acquired in transactions exempt from reporting requirements, but the total 2,015.45 shares after the update are disclosed for transparency.