Vertiv Holdings (VRT) Risk Factor Changes

In order to successfully operate as a public company and implement our business plans, we must identify, attract, develop, motivate, train and retain key employees, including qualified executives, management, engineer…

•financial difficulty for our customers and suppliers; and

•increased price competition for our product and service offerings;

Our Certificate of Incorporation includes a forum selection clause, providing that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the so…

The sale or possibility of sale of shares under existing resale registration statements could have the effect of increasing the volatility in our share price or causing the market price of our securities to decline.

ratings of our corporate credit or any indications from the rating agencies that their ratings on our corporate credit are under surveillance or review with possible negative implications could adversely impact our ab…

Our business plan may be dependent on access to funding through the capital markets.

Our ability to comply with these covenants and restrictions may be affected by economic conditions and by financial, market and competitive factors, many of which are beyond our control and future periods will also de…

The credit agreements governing the Senior Secured Credit Facilities and the indenture governing the Notes contain covenants and other restrictions that limit certain of our subsidiaries’ ability to take certain actions.

Restrictive covenants in the credit agreements governing our Senior Secured Credit Facilities, the indenture governing the Notes, and any future debt agreements, could restrict our operating flexibility.

Our level of indebtedness could have important consequences, including making it more difficult for us to satisfy our obligations; increasing our vulnerability to adverse economic and industry conditions; limiting our…

Our current or future levels of indebtedness could adversely affect our financial condition and prevent us from making payments on our debt obligations.

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 fin…

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.

In addition, in recent years “anti-ESG” sentiment has gained momentum across the U.S., including in the form of proposed and adopted governmental rules, orders, and regulations opposing ESG-related initiatives in the…

Certain organizations that provide corporate governance and other corporate risk information to our stakeholders have developed, and others may in the future develop, scores and ratings to evaluate companies based in…

Businesses are facing increasing scrutiny in environmental and sustainability-related areas, which may include the use of renewable resources, environmental stewardship, supply chain management, climate change, safety…

We are subject to risks related to various environmental and sustainability-related matters, metrics, and goals, which may impact our business and reputation.

In addition, we handle hazardous materials in the ordinary course of operations which increases the risk that there may be spills or releases of hazardous materials into the environment.

If we fail to comply with applicable environmental, health and safety laws and regulations, we may face administrative, civil or criminal fines or penalties, the suspension or revocation of necessary permits, and requ…

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 operatio…

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…

We are subject to various anti-corruption laws, including the U.S.

We regularly move data across borders to operate, and consequently are subject to a number of continuously evolving and developing privacy and data protection laws and regulations both domestically and around the worl…

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.

We operate manufacturing facilities worldwide and continue to expand and open new facilities in different locales.

Our ability to realize the expected synergies and benefits of an acquisition or investment includes, among other things, our ability to complete the timely integration of operations and systems, organizations, standar…

As part of our business strategy, we have in the past and may in the future acquire businesses, interests in businesses, including non-controlling interests, or form joint ventures, create strategic alliances, or choo…

Serving a global customer base requires that we place more materials, production and service assets in emerging markets to capitalize on market opportunities and maintain our cost position.

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 bro…

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.

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 stand…

An inability to cure a product defect could result in the failure of a product line, temporary or permanent withdrawal from a product or market, delays in customer payments or refusals by our customers to make such pa…

Our product offerings are complex, and our regular testing and quality control efforts may not be effective in controlling or detecting all quality issues or errors, particularly with respect to faulty components manu…

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,…

issues in the design and implementation of such systems or enhancements adversely impacting our forecasting and planning abilities, and our ability to process customer orders, ship products, provide service and suppor…

Our implementation of new IT, information security systems, and enhancements, including AI, to current systems, including those relating to our enterprise resource plan, human capital management and product lifecycle…

Implementations of new IT, information security systems, and enhancements to our current systems may be costly and disruptive to our operations.

As our business increasingly interfaces with employees, customers, vendors and suppliers using IT systems and networks, including AI applications, we are subject to an increased risk to the secure operation of these s…

We rely on our IT and information security systems, including AI technology and those of third parties for processing customer orders, shipping products, billing our customers, tracking inventory, supporting finance a…

Also, our primary global competitors are sophisticated companies with significant resources that may develop superior products and services or may adapt more quickly to new technologies and technology shifts, industry…

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…

•Contractual terms - As a result of long-term price or purchase commitments in contracts with our suppliers, we may be obligated to purchase materials, components or services at prices higher than those available in t…

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 quantitie…

Additionally, government contracts are generally subject to audits and investigations that could result in various civil and criminal penalties and administrative sanctions, including contract termination, refunds, fo…

We derive a portion of our revenue from contracts with governmental customers, including but not limited to the U.S.

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, investigati…

In accordance with industry practice, for certain project opportunities, including large data center, artificial intelligence and other complex infrastructure projects, we are required to provide guarantees, including…

Failure to obtain performance and other guarantees from financial institutions, may prevent us from bidding on or obtaining certain contracts, or increase our costs with respect to such contracts.

•Offering-specific competitors with products and services that compete globally but with a limited set of product offerings, which would include Delta Electronics, Inc., Stulz GmbH, Johnson Controls International PLC,…

•Large-scale, global competitors with broad product portfolios and service offerings.

We encounter competition from numerous and varied competitors targeting all areas of our business on a global and regional basis.

The industries and markets in which we operate are highly competitive, and we experience competitive pressures from numerous and varied competitors.

We have long-term, fixed-price contracts (including long-term, turnkey projects).

Large customers, such as larger communication network, cloud/hyperscale, neocloud, and colocation data center providers, comprise a material portion of our customer base and generally have greater purchasing power tha…

Our backlog consists of the value of product and service orders for which a customer purchase order or purchase commitment is received, but has not yet been delivered.

The length of the sales cycle for certain Vertiv products and solutions offerings, as well as unpredictable placing or canceling of customer orders, particularly large orders, may cause our revenues and operating resu…

A substantial portion of our business depends on the continued growth of our current and potential customers’ data centers and communication infrastructure demand.

We rely on the continued growth of our customers’ critical infrastructure systems, in particular data center and communication infrastructure, to grow our business, operations and revenue, and any decreases in demand…

Successfully implementing our business plan and complying with the Sarbanes-Oxley Act and other regulations described above requires us to be able to prepare timely and accurate Consolidated Financial Statements.

As a public company, we incur significant legal, accounting, and other expenses.

compensation package, which often includes cash- and equity-based compensation.

•capital spending constraints for customers and, as a result, reduced demand for our offerings;

Our Certificate of Incorporation includes a forum selection clause, which provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be t…

Risks Related to the Ownership of our Securities

Credit Facilities, the Notes, or any future debt, may not be able to repay the amounts due under the Senior Secured Credit Facilities, the Notes, or any future debt, may not be able to make interest payments on the Se…

The credit agreements governing the Senior Secured Credit Facilities and the indenture governing the Notes contain covenants that limit certain of our subsidiaries’ ability to take certain actions.

Restrictive covenants in the credit agreements governing the Senior Secured Credit Facilities, the indenture governing the Notes, and any future debt agreements, could restrict our operating flexibility.

We may be able to incur additional debt in the future and the terms of the credit agreements governing the Senior Secured Credit Facilities and the indenture governing the Notes will not prohibit us from doing so subj…

Despite our current levels of indebtedness, we have the ability to incur more indebtedness, which could further intensify the risks described above.

We have debt, including existing outstanding indebtedness under the Term Loan Facility (as defined herein).

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 fin…

in new regulations and customer requirements, or changes in current regulations and customer requirements, which could materially adversely impact our business, results of operations and financial condition.

We are subject to various anti-corruption laws, including the U.S.

Wars, conflicts and other types of geopolitical tensions, and any resulting sanctions by the U.S., European Union and other countries may contribute to inflation, market disruptions and increased volatility in commodi…

We operate manufacturing facilities worldwide and continue to expand and open new facilities in different locales.

Consequently, our exposure to these conditions which may exist in or otherwise impact the emerging markets that we enter may have an adverse effect on our business, results of operations and financial condition.

•exposure to wage, price and capital controls, local labor conditions and regulations, including local labor disruptions and rising labor costs which we may be unable to recover in our pricing to customers.

•difficulties associated with repatriating earnings generated or held abroad in a tax-efficient manner, changes in tax laws, or tax inefficiencies; and

•political or social instability that may hinder our ability to send personnel abroad or cause us to move our operations to facilities in countries with higher costs and less efficiencies;

•fluctuations in freight costs, limitations on shipping and receiving capacity, and other disruptions in the transportation and shipping infrastructure;

•difficulty of obtaining adequate financing and/or insurance coverage;

•trade regulations, tariffs, boycotts and embargoes, which could impair our ability to obtain materials necessary to fulfill contracts, pursue business or establish operations in such countries;

•longer collection cycles and financial instability among customers;

•the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;

•changes in and compliance with international, national or local regulatory and legal environments, including laws and policies affecting trade, economic sanctions, foreign investment, labor relations, foreign anti-br…

•foreign state takeovers of our facilities, trade protectionism, state-initiated industry consolidation or other similar government actions or control;

•inadequate infrastructure, including lack of adequate power and water supplies, transportation, raw materials and parts;

•unpredictable or more frequent foreign currency exchange rate fluctuations;

•changes or instability in a region’s economic or political conditions, including actual or anticipated military or political conflicts, could make it difficult for us to anticipate future business conditions, cause o…

Operations in emerging markets can also present risks that are not encountered in countries with well-established economic and political systems, including:

Large companies, such as communication network and cloud/hyperscale and colocation data center providers, often require more favorable terms and conditions in our contracts, which could result in downward pricing pres…

any one customer could have a material impact on results not anticipated in a customer marketplace composed of more numerous participants.

The disruption of our customers’ markets could occur due to a number of factors, including government policy changes, industry consolidations or the shifting of market size and power among customers.

We are required to implement and maintain effective disclosure controls and procedures and internal control over financial reporting, which requires significant investment in personnel, systems, and processes.

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…

•capital spending constraints for customers and, as a result, reduced demand for our product and service offerings, including reduced or delayed investments in data center, cloud and artificial intelligence and other…

be inapplicable or unenforceable in an action, we may incur additional costs in conjunction with our efforts to resolve the dispute in an alternative jurisdiction, which could have a negative impact on our results of…

This forum selection clause may discourage claims or limit stockholders’ ability to submit claims in a judicial forum that they find favorable and may result in additional costs for a stockholder seeking to bring a cl…

Our ability to make strategic acquisitions and refinance maturing debt obligations may require access to the capital markets and sufficient bank credit lines to support short-term borrowings.