[Form 4] Vertiv Holdings Co Insider Trading Activity

Rhea-AI Filing Summary

Vertiv Holdings Co (VRT) insider Karsten Winther, President EMEA, reported multiple option exercises and a stock sale on 08/14/2025. The filing shows Winther exercised stock options at four exercise prices: $12.05 (103 shares), $12.32 (7,000 shares), $15.84 (29,756 shares) and $72.09 (4,795 shares). He then sold 41,654 Class A shares at $134.21. After these transactions the filing lists approximately 18,848.4 to 60,502.4 Class A shares in various lines depending on the specific transaction grouping, and notes that holdings include shares, RSUs and DSUs. The report was signed by an attorney-in-fact on Winther's behalf.

Positive

• Option exercises at lower strike prices created realized gains when followed by sale at $134.21
• Post-transaction holdings include RSUs and DSUs, indicating continued ownership alignment with the company

Negative

• Sale of 41,654 Class A shares at $134.21 represents a material block by the reporting person on that date
• Filing does not state the sale was under a 10b5-1 plan, so timing context for the sale is not provided

Insights

Corporate Governance Expert

TL;DR: Routine executive option exercises followed by a single large open-market sale; appears procedural rather than a disclosed planned-rule 10b5-1 sale.

Winther's Form 4 documents multiple option exercises across several grant vintages and a contemporaneous sale of 41,654 shares at $134.21. The filing does not indicate that the sale was made pursuant to a 10b5-1 plan or other pre-established arrangement. The mix of exercises and a cash sale is common when executives realize gains after vesting. The filing notes that reported holdings include RSUs and DSUs, which affects the post-transaction beneficial ownership accounting. From a governance perspective, this is material to monitor but the form contains no adverse disclosures or policy breaches.

Securities Analyst

TL;DR: Insider exercised options at low strike prices and sold a sizable block at market prices; no forward guidance or company performance data included.

The transactions show exercises at strikes of $12.05, $12.32, $15.84 and $72.09, followed by an open-market sale of 41,654 shares at $134.21. Exercising lower-strike options and selling at the reported market price locks in economic gain for the reporting person. The filing does not disclose proceeds or tax details; it reports resulting beneficial ownership figures and that some option grants vest over multi-year schedules. This is a routine disclosure with modest informational impact for investors tracking insider activity.

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^*

Winther Karsten

(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)
	President, EMEA

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		M		103	A	$12.05	18,951.4(1)	D
Class A Common Stock	08/14/2025		M		7,000	A	$12.32	25,951.4(1)	D
Class A Common Stock	08/14/2025		M		29,756	A	$15.84	55,707.4(1)	D
Class A Common Stock	08/14/2025		M		4,795	A	$72.09	60,502.4(1)	D
Class A Common Stock	08/14/2025		S		41,654	D	$134.21	18,848.4(1)	D

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
Stock Options	$12.05	08/14/2025		M			103	(2)	02/07/2030	Class A Common Stock	103	$0	0	D
Stock Options	$12.32	08/14/2025		M			7,000	(3)	03/16/2032	Class A Common Stock	7,000	$0	0	D
Stock Options	$15.84	08/14/2025		M			29,756	(4)	03/07/2033	Class A Common Stock	29,756	$0	29,757	D
Stock Options	$72.09	08/14/2025		M			4,795	(5)	03/07/2034	Class A Common Stock	4,795	$0	14,386	D

Explanation of Responses:

1. Includes shares, RSUs and DSUs.

2. The option award exercised in this transaction was fully vested on the transaction date.

3. The stock option grant provides that the options vest and become exercisable one-fourth per year, commencing March 3, 2023.

4. The stock option grant provides that the options vest and become exercisable one-fourth per year, commencing March 15, 2023.

5. The stock option grant provides that the options vest and become exercisable one-fourth per year, commencing March 15, 2024.

	/s/ Robert M. Wolfe, as attorney-in-fact	08/14/2025
	** 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.
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FAQ

What transactions did Vertiv (VRT) insider Karsten Winther report on 08/14/2025?

The Form 4 shows Winther exercised options at strikes of $12.05 (103), $12.32 (7,000), $15.84 (29,756) and $72.09 (4,795), and sold 41,654 Class A shares at $134.21.

How many shares did Winther own after the reported transactions in the Form 4?

The filing reports varying post-transaction Class A holdings by line item; the primary post-sale figure shown is approximately 18,848.4 Class A shares and other lines show higher aggregates reflecting different groupings and inclusion of RSUs/DSUs.

Were the option grants fully vested when exercised?

The filing states the option exercised at $12.05 (103) was fully vested on the transaction date; other grants have vesting schedules described in the explanation.

Did the Form 4 indicate the sale was under a prearranged 10b5-1 trading plan?

No. The Form 4 does not indicate that the sale was pursuant to a 10b5-1 plan or similar pre-established arrangement.

Who signed the Form 4 for Karsten Winther?

The Form 4 was signed by Robert M. Wolfe, as attorney-in-fact on behalf of the reporting person on 08/14/2025.