Every material Form 8-K Vertiv filed with the SEC in 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 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.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
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