Vertiv Holdings Co (VRT) insider reports RSU tax share withholding

Rhea-AI Filing Summary

Vertiv Holdings Co reported an insider equity transaction related to compensation awards rather than an open‑market trade. On 01/04/2026, the company automatically withheld 4,890 shares of Class A common stock at $175.61 per share to cover the reporting person's tax obligations when restricted stock units (RSUs) and related dividend-equivalent stock units vested and settled. After this withholding, the insider beneficially owned 22,580.16 shares, RSUs and DSUs directly, and an additional 2,017.01 shares indirectly through the company 401(k) plan. The reporting person serves as Chief Legal Counsel & Sec. of Vertiv Holdings Co.

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^*

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)
01/04/2026

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	01/04/2026		F		4,890(1)	D	$175.61	22,580.16(2)	D
Class A Common Stock								2,017.01(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 withholding by the issuer to satisfy the reporting person's tax obligation upon vesting and settlement of restricted stock units ("RSUs"), including dividend-equivalent stock units ("DSUs"). Pursuant to the terms of the 2020 Stock Incentive Plan, fractional shares are mandatorily 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, attorney-in-fact	01/06/2026
	** 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 at Vertiv Holdings Co (VRT) is disclosed here?

The filing discloses an automatic withholding of 4,890 shares of Vertiv Class A common stock on 01/04/2026 to satisfy the reporting person's tax obligations upon vesting and settlement of RSUs and related DSUs.

At what price were the Vertiv (VRT) shares withheld for taxes?

The 4,890 withheld shares of Vertiv Class A common stock were valued at $175.61 per share for purposes of the tax withholding transaction.

How many Vertiv (VRT) shares does the insider own after this transaction?

Following the reported transaction, the insider beneficially owned 22,580.16 Vertiv shares, RSUs and DSUs directly, plus 2,017.01 shares indirectly through the company 401(k) plan.

What triggered the Vertiv (VRT) insider tax withholding transaction?

The withholding resulted from the vesting and settlement of restricted stock units (RSUs) and dividend-equivalent stock units (DSUs), which created a tax obligation that was settled by automatically withholding 4,890 shares.

What is the reporting person’s role at Vertiv Holdings Co (VRT)?

The reporting person is an officer of Vertiv Holdings Co, serving as Chief Legal Counsel & Sec.

How are fractional Vertiv (VRT) shares under the 2020 Stock Incentive Plan settled?

Under Vertiv’s 2020 Stock Incentive Plan, fractional shares arising from RSU and DSU settlements are mandatorily settled in cash.

How were shares in Vertiv’s 401(k) plan treated in this Form 4?

The filing notes that the 2,017.01 shares held through the company’s 401(k) plan were acquired in transactions that are exempt from separate reporting requirements.