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Vertiv is a global leader in critical digital infrastructure for applications in data centers, communication networks, and commercial and industrial environments. 10-K, Item 1
7 paragraphs in Risk Factors of the 10-K filed Feb 13, 2026 with nothing like them in the 10-K filed Feb 18, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 81 Industrials companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
Our recent acquisitions have added to our sales pipeline and backlog. The contracts associated with our acquisitions may have differing terms, allowing customers to reduce firm orders or terminate contracts, with varying costs.
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Our customers’ markets could suffer disruption due to a number of factors, including government policy changes, local zoning decisions, community opposition or temporary or permanent local moratoria that limit or restrict the siting,
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•Increasing Demand - As the demand for our products increases, or if we experience unexpected large orders, we will need to increase production and obtain sufficient supply of materials. If we fail to meet this increased customer demand in a timely manner, or at all, of if we fail to obtain the necessary raw materials or otherwise satisfy the performance obligations in our contracts related to these orders, we could be subject to penalty provisions, liquidated damages or other claims. Additionally, our reputation and customer relationships could be damaged and we could lose revenue and market share.
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These risks may be enhanced in emerging markets, and additional risks not encountered in established countries may also occur, including more frequent foreign currency exchange rate fluctuations, foreign state takeovers of our facilities, trade protectionism, state-initiated industry consolidation or other similar government actions or control; difficulty enforcing agreements and collecting receivables through certain foreign legal systems; longer collection cycles and financial instability among customers; 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; difficulties associated with repatriating earnings generated or held abroad in a tax-efficient manner, changes in tax laws, or tax inefficiencies; and 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. 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.
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We have debt, including existing outstanding indebtedness as of December 31, 2025, as detailed elsewhere in this Annual Report. Further, 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 subject to certain limitations.
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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 claim. While we believe the risk of a court declining to enforce this forum selection clause is low, if a court were to determine the forum selection clause to
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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. Our management and other personnel must devote substantial time and attention to these compliance obligations, which may divert resources from operational and strategic initiatives. We expect to continue incurring significant expenses and dedicating substantial management effort to maintain compliance with SOX and other public company requirements.
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13 paragraphs in the 10-Q filed Oct 28, 2026 with nothing like them in the 10-Q filed Jul 29, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
On September 1, 2026, the Company and Vultra Merger Sub, Inc., a wholly-owned subsidiary of the Company, entered into an agreement and plan of merger (the “UtilityInnovation Group Acquisition Agreement”), pursuant to which, subject to the terms of the agreement, Vultra Merger Sub shall be merged with and into Utility Innovation Holdings, Inc. (“UtilityInnovation Group” or “UIG”), with UtilityInnovation Group being the surviving corporation and becoming a wholly-owned subsidiary of the Company following the merger.
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The acquisition of UIG closed on October 26, 2026 (the “UIG Closing”). UtilityInnovation Group is headquartered in Raleigh, North Carolina, with European headquarters in Dublin, Ireland, and manufacturing operations in North Carolina and New Jersey. UIG designs and delivers power systems that support real-time load and frequency balancing across behind-the-meter systems and utility-connected energy resources, helping address the power demands of AI data center workloads. Its solutions include proprietary controls software, customized microgrid switchgear and energy storage. At UIG Closing, the Company paid $ 1.45 billion in cash, subject to customary adjustments for working capital, indebtedness and transaction expenses. The UtilityInnovation Group Acquisition Agreement also includes additional potential cash consideration of up to $ 1.15 billion in cash, payable in 2 tranches if earned, which potential additional consideration will be calculated based on the achievement of certain earnings before interest, depreciation, and amortization (EBITDA) targets of the acquired business.
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As the UIG Closing was completed subsequent to September 30, 2026, the Company has not yet completed the accounting for the business combination, including the opening balance sheet. Accordingly, the Company is unable to provide amounts recognized as of the acquisition date for major classes of assets, liabilities and contingent consideration. This information, at least on a provisional basis, will be available in the Form 10-K for the year ended December 31, 2026.
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Three months ended September 30, 2026 Americas Asia Pacific Europe, Middle East Total
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Three months ended September 30, 2025 Americas Asia Pacific Europe, Middle East Total
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Nine months ended September 30, 2026 Americas Asia Pacific Europe, Middle East Total
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Nine months ended September 30, 2025 Americas Asia Pacific Europe, Middle East Total
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Nonrecurring fair value measurements of non-marketable securities - From time to time the Company makes investments in privately held companies and these non-marketable equity securities do not have a readily determinable fair market value. These securities are accounted for under the measurement alternative in accordance with ASC 321, whereby the carrying value of these non-marketable equity securities is measured at the total initial cost and is adjusted upward or downward to fair value upon observable transactions for identical or similar investments of the same issuer or impairment. The Company valued these non-marketable equity securities based on an observable transaction involving an issuance of similar equity securities by the issuer during the period. As such, these investments are classified in Level 3 of the fair value hierarchy at the time of measurement.
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For the three and nine months ended September 30, 2026, an unrealized gain of $ 18.1 has been recognized in "Other non-operating expense (income)" on the Unaudited Condensed Consolidated Statement of Earnings (Loss), and no realized gains or losses have been recognized. The Company held no non-marketable securities as of December 31, 2025. The following table summarizes the total carrying value of our non-marketable equity securities measured at fair value on a nonrecurring basis held, including cumulative unrealized upward and downward adjustments made to the initial cost basis of the securities.
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As of September 30, 2026 ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Non-marketable securities Total initial cost of non-marketable equity securities accounted for under the measurement alternative $ 15.0 Cumulative upwards adjustments 18.1 Cumulative downwards adjustments (including impairments) — Carrying value of non-marketable equity securities accounted for under the measurement alternative $ 33.1
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Other non-operating income was $17.4 in the third quarter of 2026 driven by a $18.1 upwards adjustments of non-marketable securities accounted for under the measurement alternative. Refer to "Note 9 - Financial Instruments and Risk Management" for additional information on non-marketable securities.
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Other non-operating expense (income) was $(16.9) in the first nine months of 2026 primarily driven by a $18.1 upwards adjustments of non-marketable securities accounted for under the measurement alternative. Refer to "Note 9 - Financial Instruments and Risk Management" for additional information on non-marketable securities.
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2.1 Agreement and Plan of Merger between Vertiv Corporation, Vultra Merger Sub, Inc., Utility Innovation Holdings, Inc., and Sidney Hilton, dated September 1, 2026 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 2, 2026).
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Item 1A of the 10-Q filed Oct 28, 2026 against Item 1A of the 10-K filed Feb 13, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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Other than as noted below, the Company's risk factors, as of September 30, 2026, have not materially changed from those described in Part 1, Item 1A of our 2025 Form 10-K for the fiscal year ended December 31, 2025.
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