Every material Form 8-K Vertiv has filed with the SEC since February 07, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Vertiv Holdings Co reported a 61% increase in third-quarter net sales to $4,313 million and diluted EPS of $1.95, driven by broad-based regional demand and organic sales growth. Based on strong operational performance and visibility, the company raised its full-year 2026 guidance across key metrics.
Net sales for Q3 2026 reached $4,313 million, up 61% compared to Q3 2025.
Diluted EPS grew 91% to $1.95 and adjusted diluted EPS grew 78% to $2.21 for the quarter.
Full year 2026 net sales guidance was raised to a midpoint of $14,650 million.
Operating cash flow for Q3 2026 was $794 million, with adjusted free cash flow at $652 million.
Vertiv Holdings Co. completed its acquisition of Utility Innovation Holdings, Inc. for approximately $1.45 billion in upfront cash, with up to $1.15 billion in additional contingent cash consideration based on EBITDA targets. The transaction expands Vertiv's portfolio into microgrids and behind-the-meter power architecture to help data center operators address power constraints.
Vertiv completed the acquisition on October 27, 2026, paying approximately $1.45 billion in upfront cash.
Additional contingent cash consideration of up to $1.15 billion may be paid in two tranches based on EBITDA targets.
The acquisition purchase price represents approximately 13x expected UIG 2027 EBITDA.
Vertiv announced it has completed its acquisition of King Environmental Services Ltd. (KES), a Dublin-area provider of fluid management, commissioning and load-testing services for data centers, through a wholly owned subsidiary. The company said the financial terms were not disclosed and are not expected to be material to its financial results.
Acquisition of King Environmental Services Ltd. closed, announced October 26, 2026
KES is headquartered near Dublin, Ireland, and serves customers across EMEA
Financial terms were not disclosed; Vertiv says results are not expected to be material
Deal builds on Vertiv's 2025 acquisition of PurgeRite in North America
Vertiv agreed to acquire Utility Innovation Holdings, which operates as UtilityInnovation Group (UIG), a microgrid and power architecture provider for data centers, for about $1.45 billion in upfront cash plus up to $1.15 billion in additional cash tied to EBITDA targets. The company expects to fund the deal from existing resources and to close in the fourth quarter of 2026, subject to regulatory approval, and expects the deal to be accretive to adjusted earnings per share in the first year after completion.
Upfront cash of about $1.45 billion at closing, subject to customary adjustments for working capital, indebtedness and transaction expenses
Up to $1.15 billion in additional cash, payable in two tranches if EBITDA targets over 12- and 24-month periods are met
Purchase price represents about 13x expected UIG 2027 EBITDA; Vertiv expects accretion to adjusted EPS in the first year
Expected to close in the fourth quarter of 2026 after the Hart-Scott-Rodino waiting period and other customary conditions
Vertiv reported second-quarter 2026 net sales of $3,274 million, up 24% from a year earlier, and diluted EPS of $1.27, up 53% from $0.83. The company raised its full-year 2026 net sales and adjusted EPS guidance, and said it reached a net cash position at quarter end. Shareholders get higher reported profit and a raised outlook, though the release also cites minor timing shifts from supply chain congestion and multi-phased projects in the quarter.
Q2 net sales were $3,274 million, up $636 million or 24% from Q2 2025; diluted EPS was $1.27 versus $0.83.
Operating cash flow was $1,100 million and adjusted free cash flow was $925 million in Q2.
Full-year 2026 net sales guidance is $13,800 million to $14,200 million; adjusted diluted EPS guidance is $6.65 to $6.75.
Third-quarter 2026 guidance calls for net sales of $3,650 million to $3,850 million and adjusted diluted EPS of $1.77 to $1.83.
Vertiv reported first-quarter 2026 net sales of $2.65 billion, up 30% from a year earlier, with operating profit of $440 million, up 51%, and net income of $390.1 million versus $164.5 million. The company raised its full-year 2026 guidance, now expecting net sales of $13.5 billion to $14.0 billion and adjusted diluted EPS of $6.30 to $6.40.
Net sales of $2.65 billion, up 30% from $2.04 billion in Q1 2025; organic sales growth of 22.6%
GAAP diluted EPS of $0.99 versus $0.42 a year earlier; adjusted diluted EPS of $1.17
Full-year 2026 guidance: net sales of $13.5 billion to $14.0 billion; adjusted diluted EPS of $6.30 to $6.40
Second-quarter 2026 guidance: net sales of $3.25 billion to $3.45 billion; adjusted diluted EPS of $1.37 to $1.43
Vertiv sold $2.1 billion of senior unsecured notes in four tranches maturing 2036 to 2066 and closed a new $2.5 billion revolving credit facility on March 3, 2026. Proceeds, with cash on hand, repaid its term loan, and the new facility replaced its $800 million asset-based revolver. The filing describes the financing as extending the weighted average maturity of the company's debt, with no change to reported earnings or guidance.
Four note tranches totaling $2.1 billion: $600 million due 2036 at 4.850%, $500 million due 2046 at 5.650%, $500 million due 2056 at 5.800%, and $500 million due 2066 at 5.950%
Company raised $2.08 billion in net proceeds, used with cash on hand to repay the term loan in full
New $2.5 billion revolving credit facility matures in five years, replacing the $800 million asset-based revolver
Debt ratings are Baa3 / BBB- / BBB- from Moody's, S&P and Fitch, with S&P and Moody's each upgrading one notch in February 2026
Vertiv reported fourth-quarter 2025 net sales of $2,880 million, up 23% from a year earlier, and diluted EPS of $1.14 versus $0.38. The company also guided full-year 2026 net sales to $13,250 million-$13,750 million and adjusted diluted EPS to $5.97-$6.07, and said backlog reached $15.0 billion. Shareholders get stronger reported profit and a higher outlook, but first-quarter 2026 guidance is set below the fourth-quarter sales level.
Q4 2025 net sales $2,880 million, up 23%; net income $445.6 million versus $147.0 million a year earlier
Q4 2025 operating cash flow $1,005 million; adjusted free cash flow $910 million; about $1 billion spent on acquisitions in the quarter
Vertiv said on December 4, 2025 that it completed its acquisition of PurgeRite, a provider of mechanical flushing, purging and filtration services for data centers, for about $1.0 billion in upfront cash. The deal can add up to $250 million more in cash based on post-closing performance, which expands Vertiv's liquid cooling service offerings. The filing does not report PurgeRite's revenue or profit, so its financial effect on shareholders is not yet quantified.
Closing date: December 4, 2025; the deal was first announced under an agreement dated October 31, 2025.
Upfront cash consideration of approximately $1.0 billion, subject to customary working capital, debt and expense adjustments.
Additional potential cash consideration of up to $250 million, based on post-closing performance metrics.
PurgeRite is headquartered in Houston, Texas and serves hyperscalers and Tier 1 colocation providers.
Vertiv's subsidiary Vertiv Corporation agreed on October 31, 2025 to acquire Purge Rite Intermediate, LLC (PurgeRite), a provider of fluid management services for data centers, from Milton Street Capital LLC. The deal carries about $1.0 billion in upfront cash, subject to customary adjustments, plus up to $250 million in additional cash tied to post-closing performance metrics, and Vertiv expects to fund it from existing resources. The company says the price is about 10.0x expected 2026 EBITDA including expected cost synergies, and the deal is expected to close in the fourth quarter of 2025.
Upfront cash consideration of about $1.0 billion, plus up to $250 million in additional cash based on performance metrics
Press release says the price is about 10.0x expected 2026 EBITDA including expected cost synergies, and lower if the earn-out is paid
Expected to close in the fourth quarter of 2025; the Hart-Scott-Rodino waiting period must expire or terminate before January 29, 2026
Vertiv expects to fund the acquisition from existing resources; PurgeRite is headquartered in Houston, Texas
Vertiv reported third quarter 2025 results, with net sales of $2,676 million, up 29% from a year earlier, and raised its full-year 2025 guidance for net sales, adjusted operating profit, adjusted diluted EPS and adjusted free cash flow. The company also accelerated a restructuring program in EMEA, where third quarter net sales were flat and adjusted operating profit fell 27%.
Third quarter net sales of $2,676 million, up 29%; diluted EPS of $1.02 versus $0.46 a year earlier
Full-year 2025 adjusted diluted EPS guidance midpoint raised to $4.10 from $3.80; net sales guidance $10,160 million to $10,240 million
Third quarter restructuring costs of $30.7 million; EMEA adjusted operating profit of $83.5 million, down 27% from $114.4 million
Backlog increased to $9.5 billion; Moody's upgraded Vertiv's credit rating to Ba1 from Ba2 during the quarter
Vertiv appointed Craig Chamberlin, previously CFO of Wabtec's transit business, as Chief Financial Officer effective November 10, 2025, succeeding David Fallon, who retires November 9 and will consult through December 31, 2026. The filing reports no quarterly financial results, so the change is a leadership transition rather than a change in reported performance.
Craig Chamberlin, age 45, becomes CFO effective November 10, 2025, reporting to CEO Giordano Albertazzi.
David Fallon retires as CFO effective November 9, 2025, and will serve as a consultant through December 31, 2026.
Offer letter sets a $750,000 base salary and a 100% target bonus; sign-on equity grant has a target value of $1,050,700.
Vertiv's subsidiary Vertiv Group Corporation signed Amendment No. 6 to its Term Loan Credit Agreement with Citibank, N.A. as administrative agent. The amendment creates a new single 7-year term loan tranche maturing August 12, 2032, and increases the debt basket for the ABL Credit Agreement; the filing says other material terms, including pricing, remain materially unchanged.
Amendment No. 6 to the Term Loan Credit Agreement dated August 12, 2025, with Citibank, N.A. as administrative agent
New single 7-year term loan tranche with a maturity date of August 12, 2032
Principal outstanding under the Credit Agreement was approximately $2,086,505,256.71 as of August 12, 2025
Filing states pricing and other material provisions remain materially unchanged
Vertiv reported second quarter 2025 net sales of $2,638 million, up 35%, and adjusted diluted EPS of $0.95, up 42% from a year earlier. The company raised its full-year 2025 guidance for adjusted diluted EPS, net sales, adjusted operating profit and adjusted free cash flow, but lowered its adjusted operating margin outlook to 20.0% from 20.5%, citing tariff costs and operational inefficiencies.
Q2 2025 net sales $2,638 million, up 35% ($685 million) year over year; organic orders up about 15%
Q2 2025 diluted EPS $0.83 (GAAP) and adjusted diluted EPS $0.95, up 42% from Q2 2024
Full-year 2025 adjusted diluted EPS guidance raised to $3.75-$3.85, up from a prior $3.55 figure
Full-year adjusted operating margin guidance lowered to 20.0% from 20.5%; Q2 adjusted operating margin was 18.5%, down 110 basis points
Vertiv said Chief Financial Officer David Fallon will retire once a successor is named and takes the role, expected in the second half of 2025, citing family reasons. Fallon will then consult for the company through December 31, 2026, and the company reaffirmed its second quarter and full year 2025 guidance, which the filing says assumes tariff rates existing as of April 22, 2025.
David Fallon, CFO since 2017, will retire once a successor assumes the role, anticipated in the second half of 2025
Fallon will serve as a consultant through December 31, 2026 under a Transition and Consulting Agreement dated May 28, 2025
Vertiv reaffirmed second quarter and full year 2025 guidance, as disclosed in its first quarter 2025 earnings release issued April 23, 2025
The filing says the equity and incentive changes are expected to have no significant net impact to adjusted operating profit
Vertiv reported first quarter 2025 net sales of $2,036 million, up 24% from a year earlier, and diluted EPS of $0.42 versus a loss of $0.02 in the prior-year quarter. The company raised its full-year 2025 net sales guidance by $250 million at the midpoint and kept its adjusted EPS, adjusted operating profit and adjusted free cash flow guidance unchanged.
Net sales were $2,036 million, up 24% from $1,639 million; orders rose about 13% year over year and backlog reached $7.9 billion.
Diluted EPS was $0.42 versus a loss of $0.02 a year earlier; adjusted diluted EPS was $0.64, up about 49%.
Full-year 2025 net sales guidance is $9,325 million to $9,575 million; adjusted diluted EPS guidance held at $3.45 to $3.65.
Guidance assumes tariff rates active on April 22, 2025 remain in place through year-end; the company cited increased tariffs as a partial offset to margin gains.
Vertiv reported fourth-quarter 2024 net sales of $2,346.4 million, up 26% from a year earlier, and adjusted diluted EPS of $0.99, up 77%. GAAP diluted EPS fell to $0.38 from $0.60, mainly because of a $180.0 million charge tied to the change in fair value of warrant liabilities. The company raised its 2025 net sales midpoint by about $75 million versus November guidance while keeping its adjusted diluted EPS outlook consistent with November.
Q4 2024 net sales $2,346.4 million vs. $1,865.4 million in Q4 2023; net income $147.0 million vs. $232.6 million
GAAP diluted EPS $0.38 vs. $0.60; adjusted diluted EPS $0.99, up 77%
Change in fair value of warrant liabilities was a $180.0 million expense in Q4 2024, versus $54.5 million a year earlier
2025 guidance: net sales $9,125 million to $9,275 million; adjusted diluted EPS $3.50 to $3.60
Vertiv Holdings director Robin L. Washington notified the board on February 4, 2025 that she will resign effective March 31, 2025. She cited her recently announced appointment as President and Chief Operating and Financial Officer of Salesforce, Inc., and the filing says the decision was not the result of any disagreement with the company's operations, policies or practices.
Robin L. Washington notified the Board on February 4, 2025 of her decision to resign.
Resignation is effective March 31, 2025.
Stated reason: her appointment as President and Chief Operating and Financial Officer of Salesforce, Inc.
Filing states no disagreement with the company's operations, policies or practices.
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