Vertiv HR chief has 2,352 shares withheld for taxes

Vertiv’s Chief Human Resources Officer settled tax on RSU vesting via share withholding, leaving over 14,000 Class A shares held directly plus additional 401(k) holdings.

Rhea-AI Filing Summary

Vertiv Holdings Co (VRT) reported that Chief Human Resources Officer Frank Poncheri had 2,352 shares of Class A Common Stock withheld on September 15, 2026 to pay tax liabilities arising from the vesting and settlement of restricted stock units and related dividend-equivalent stock units under the 2020 Stock Incentive Plan. After this withholding, he holds 14,307.61 shares directly, including shares, RSUs and DSUs, and 169.59 shares indirectly through the company 401(k) plan.

Insider Trade Summary

Tax Withholding: 2,352 shares

Tax Withholding 2 txns

Insider Poncheri Frank

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1, F2	2,352	$234.61	$552K
holding	Class A Common Stock F3	--	--	--

Holdings After Transaction: Class A Common Stock — 14,307.61 shares (Direct); Class A Common Stock — 169.59 shares (Indirect, By 401(k) plan)

Footnotes (3)

1. F1. 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. 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

Shares withheld for taxes: 2,352 shares Tax-withholding price per share: $234.61 per share Direct holdings after transaction: 14,307.61 shares +1 more

4 metrics

Shares withheld for taxes 2,352 shares Class A Common Stock withheld on September 15, 2026 to pay tax liability on RSU and DSU vesting

Tax-withholding price per share $234.61 per share Value assigned to the 2,352 withheld shares of Class A Common Stock

Direct holdings after transaction 14,307.61 shares Direct Vertiv Class A holdings including shares, RSUs and DSUs following the September 15, 2026 withholding

Indirect 401(k) holdings 169.59 shares Vertiv Class A shares held indirectly by Frank Poncheri through the company 401(k) plan

Key Terms

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

4 terms

restricted stock units ("RSUs") financial

"upon vesting and settlement of restricted stock units ("RSUs"), including"

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.

dividend-equivalent stock units ("DSUs") financial

"settlement of restricted stock units ("RSUs"), including dividend-equivalent stock units"

2020 Stock Incentive Plan financial

"Pursuant to the terms of the 2020 Stock Incentive Plan, fractional"

401(k) plan financial

"Reflects shares acquired under the Company's 401(k) plan in transactions"

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 insider transaction did VRT report for Frank Poncheri on September 15, 2026?

Frank Poncheri had 2,352 Vertiv (VRT) Class A shares automatically withheld on September 15, 2026 to satisfy tax obligations from vested RSUs and DSUs under the 2020 Stock Incentive Plan.

Was the VRT insider transaction a market sale or tax withholding?

It was tax withholding, not a market sale. 2,352 shares were withheld by Vertiv to pay Frank Poncheri’s tax liability upon vesting and settlement of RSUs and DSUs.

How many Vertiv (VRT) shares does Frank Poncheri hold directly after this Form 4?

After the September 15, 2026 tax-withholding transaction, Frank Poncheri holds 14,307.61 shares of Vertiv Class A Common Stock directly, including shares, RSUs and DSUs.

What indirect Vertiv (VRT) holdings does Frank Poncheri report?

Frank Poncheri reports 169.59 Vertiv Class A shares held indirectly through the company’s 401(k) plan, reflecting shares acquired in plan transactions that are exempt from reporting requirements.

Were Frank Poncheri’s Vertiv (VRT) transactions under a Rule 10b5-1 plan?

No Rule 10b5-1 trading plan is reported. The filing identifies the disposition as payment of tax liability by delivering or withholding securities upon RSU and DSU vesting.

What equity awards triggered the Vertiv (VRT) tax-withholding shares for Frank Poncheri?

The withholding relates to vesting and settlement of restricted stock units (RSUs) and associated dividend-equivalent stock units (DSUs) granted under Vertiv’s 2020 Stock Incentive Plan.

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

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Available on EDGAR 09/16/2026 - 05:04 PM Accepted by SEC EDGAR 09/16/2026 - 05:03 PM 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)
09/15/2026

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	09/15/2026		F		2,352(1)	D	$234.61	14,307.61(2)	D
Class A Common Stock								169.59(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, as attorney-in-fact	09/16/2026
	** 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)