[Form 4] Vertiv Holdings Co Insider Trading Activity

Rhea-AI Filing Summary

Frank Poncheri, Chief Human Resources Officer of Vertiv Holdings Co (VRT), filed a Form 4 reporting changes on 09/25/2025. The filing shows the automatic accrual of 1.44 dividend-equivalent stock units (DSUs) related to restricted stock units (RSUs); those DSUs vest on the same schedule as the underlying RSUs and fractional shares will be settled in cash. Following the reported transactions, the reporting person beneficially owned 8,264.72 shares (including shares, RSUs and DSUs). The filing also discloses 150.53 shares held indirectly through the company 401(k) plan acquired in exempt transactions. The form was signed by an attorney-in-fact on 09/26/2025.

Positive

• Automatic accrual of 1.44 DSUs on existing RSUs was recorded, showing equity compensation is being credited
• Total beneficial ownership of 8,264.72 shares (including shares, RSUs and DSUs) is disclosed
• 150.53 shares held indirectly via the 401(k) plan are identified and noted as exempt transactions

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider compensation accrual and 401(k) holdings reported; no sales or purchases that change control.

The Form 4 documents an automatic accrual of 1.44 DSUs tied to existing RSUs and confirms total beneficial ownership of 8,264.72 shares, plus 150.53 shares held indirectly via the company 401(k). This is a standard disclosure for executive equity compensation and retirement-plan participation. There are no derivative exercises, open-market purchases, or dispositions that would indicate active trading by the reporting person. The filing provides transparency on share-based compensation accruals and plan-based holdings without revealing unusual governance events.

Compensation Analyst

TL;DR: Equity compensation accrual recorded; vesting follows RSU schedule and fractional shares settle in cash.

The filing notes the accrual of DSUs on RSUs, which will vest on the same timetable as the underlying awards, consistent with long-term incentive plans. The explicit statement that fractional shares will be settled in cash aligns with the 2020 Stock Incentive Plan mechanics provided in the disclosure. The separate mention of 401(k)-acquired shares (150.53) clarifies those holdings are plan-based and exempt from reporting requirements. Overall, this is a routine, administrative reporting of compensation-related equity changes.

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
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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).

1. Name and Address of Reporting Person^*

Poncheri Frank

(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 Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

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	09/25/2025		A		1.44(1)	A	$0	8,264.72(2)	D
Class A Common Stock								150.53(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	09/26/2025
	** 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 did Frank Poncheri report on Form 4 for VRT?

The filing reports the automatic accrual of 1.44 DSUs on RSUs dated 09/25/2025, beneficial ownership of 8,264.72 shares, and 150.53 shares held indirectly via the 401(k) plan.

What are the DSUs referenced in the VRT Form 4?

The DSUs are dividend-equivalent stock units that accrued on the reporting person's RSUs and will vest on the same schedule as the underlying RSUs; fractional shares will be settled in cash per the 2020 Stock Incentive Plan.

Does the Form 4 show any open-market purchases or sales by the reporting person at VRT?

No. The filing discloses an accrual of DSUs and 401(k) plan holdings; it does not report any open-market purchases or dispositions.

When was the Form 4 signed and filed for the VRT disclosure?

The reported transactions date is 09/25/2025, and the form was signed by an attorney-in-fact on 09/26/2025.

What does the 150.53 shares entry represent on the Form 4?

It reflects shares acquired under the company's 401(k) plan, which the filer indicates were transactions exempt from reporting requirements.