Vertiv Holdings Co Class A Common Stock

Corporate governance · Internal controls and risk management

The presence of a material weakness in internal control over financial reporting could result in material misstatements in our financial statements. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual consolidated financial statements will not be prevented or detected on a timely basis.

Reputation and brand · Esg environmental social governance performance

If we fail to meet applicable standards or expectations with respect to these matters across our operations and activities, including any metrics and goals that we set for ourselves, and disclose publicly or we fail to disclose publicly, our reputation and brand image could be damaged, and our business, financial condition and results of operations could be adversely impacted.

Tax and financial reporting · Tax compliance and changes in tax law

Unanticipated changes in domestic or global tax provisions, the adoption of new tax legislation or exposure to additional tax liabilities could cause increased variability in our effective tax rate and negatively impact our financial performance. Variability in the mix and profitability of domestic and international activities, identification and resolution of various tax uncertainties, changes in tax laws and rates or other regulatory actions regarding taxes, including the implementation of any global minimum tax for corporations.

Data and privacy · Regulatory investigations and penalties

Our contracts with governmental customers are subject to increased pressures to reduce expenses, may contain additional or more onerous terms and conditions, and may subject us to increased risk of audits, investigations, sanctions and penalties by such governmental parties, which could result in various civil and criminal penalties, administrative sanctions, and fines and suspensions.

Industry regulation · Safety and environmental regulations

We are subject to various environmental, health and safety laws, regulations, and other requirements, including regulations related to the composition and take back of our products and our ownership, lease or operation of our facilities, each of which could subject us to significant costs or liabilities. We are subject to a broad range of foreign and domestic environmental, health and safety laws, regulations and other requirements.

Industry regulation · Regulatory compliance and changes

Future legislation and regulation could disrupt our customers' markets resulting in declines in sales volume and prices of our products and otherwise having an adverse effect on our business operations and performance. Various laws and governmental regulations, both in the U.S. and abroad, governing Internet-related services, related communications services, information technologies, artificial intelligence, and the construction and location of data centers and other critical infrastructure remain largely unsettled.

Tax and financial reporting · Financial reporting and accounting standards

We incur significant costs and devote substantial management time as a result of operating as a public company. As a public company, we are subject to significant legal, accounting, and regulatory requirements, including the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, rules and regulations of the SEC, and the listing standards of the NYSE.

Legal and litigation · Intellectual property disputes

In addition, third party claims of infringement by us or customers using our products, regardless of the merit of these claims, can be time-consuming, costly to defend, and could ultimately require that we develop or substitute non-infringing technologies, redesign affected products, divert management's attention and resources away from our business.

Geopolitical and trade · Trade policies tariffs and sanctions

We are subject to governmental export and import controls and sanction programs that could subject us to liability or impair our ability to compete in international markets. We, and certain of our products (including components of such products), are subject to applicable import laws, export controls and economic sanctions laws and regulations, including rule changes, evolving enforcement practices, and other government actions.

Geopolitical and trade · International conflicts and tensions

War and conflict, such as the conflict in the Middle East, the ongoing Russian-Ukraine war, and any associated diplomatic measures or resulting sanctions by the U.S., European Union, and other countries may have a broad range of adverse impacts on global business and financial markets, some of which may have adverse impacts on our business.

Technology infrastructure · Technology systems and infrastructure failure

In addition, the products we produce or elements of such products that we procure from third parties and services we provide may contain defects, vulnerabilities, or weaknesses in design, architecture or manufacture, which could lead to system security vulnerabilities in our products, services and compromise the network security of our customers.

Customer and revenue · Revenue concentration in specific products or segments

A substantial portion of our business depends on the continued growth of our current and potential customers' data centers and communication infrastructure demand. If these data centers and communication infrastructures do not continue to grow, whether as a result of changes in the economy, shifts in the level or focus of spending on artificial intelligence, capital spending, building capacity in excess of demand, delays in receiving required permits and approvals, or for any other reason, overall customer demand for our product offerings could decrease.

Innovation and product development · Product development and randd investment risks

If we fail to anticipate technology shifts, market needs and opportunities, and fail to develop appropriate products, product enhancements and services in a timely manner, we may not be able to compete effectively and, as a result, our ability to generate revenues will suffer.

Strategic execution · Strategic transformation and turnaround risks

We may not realize the expected benefits from any rationalization, restructuring, and improvement efforts that we have taken or may take in the future. We have and continue to undertake rationalization, restructuring, and realignment initiatives to reduce our overall cost base and improve efficiency. There can be no assurance that we will fully realize the benefits of such efforts as anticipated.

Market position and competition · Disruptive competitors and new market entrants

Our competitors, any of which could introduce new technologies or business models that disrupt significant portions of our markets and cause our customers to move a material portion of their business away from us, primarily include: Large-scale, global competitors with broad product portfolios and service offerings.

Market and investment · Asset valuation and impairment

Our results of operations may be adversely affected if we fail to realize the full value of our goodwill and intangible assets. As of December 31, 2025, we had total goodwill and net intangible assets of $3,928.5 which constituted approximately 32% of our total assets in the aggregate.

International and currency · International operations and emerging markets

The global scope of our business poses specific operational risks and challenges, including those relating to disruptive global events and forces, compliance with laws, and enforcement of consistent company-wide standards and procedures; additional or exacerbated risks may exist in emerging markets. As of December 31, 2025, we employed approximately 34,000 people globally and had manufacturing facilities and service centers in the Americas, Asia Pacific and Europe, Middle East & Africa.

Core operations · Operational disruption and business continuity

Our operations depend on production facilities, including the expansion of existing facilities and opening of new facilities, throughout the world, which subjects us to varying degrees of risk of disrupted production. We operate manufacturing facilities worldwide and continue to expand and open new facilities in different locales. Our manufacturing facilities and operations could be disrupted by natural disasters, labor strikes, shortages in suppliers, components and parts, war, political unrest, terrorist activity, economic upheaval.

Supply chain and procurement · Supplier operation and dependance

Our operations, particularly our manufacturing and service operations, depend on raw materials, components, products and services from third-party suppliers, and such suppliers' ability to timely deliver the quantities and quality required at acceptable prices. Successful operations depend on our ability to accurately anticipate these needs and prices.

Project and contract management · Project execution and delivery risks

Long-term, fixed-price contracts (including but not limited to turnkey projects) may have a duration greater than twelve months that involve substantial risks, which may result in excess costs and penalties. These fulfillment risks include but are not limited to: unanticipated technical problems with equipment, requiring us to incur added expenses to remedy such problems; changes in costs or shortages of components, materials, labor or construction equipment.