VRTVertiv

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 taxes, including the implementation of any global minimum tax for corporations, and the extent to which we are able our ability to realize net operating loss and other carryforwards included in deferred tax assets and avoid potential adverse outcomes included in deferred tax liabilities, among other matters, may significantly impact our effective income tax rate in the future. Our Further, our effective tax rate in any given financial reporting period may be materially impacted by the mix and level of earnings or losses by jurisdiction as well as the discrete recognition of taxable events and exposures. Changes in tax laws and rates or other regulatory actions may significantly impact the positions taken with regard to tax contingencies and we may be subject to audit and review by tax authorities, which may result in future taxes, interest and penalties. Additionally, final laws enacting the Organization for Economic Co-operation and Development's global minimum tax framework ("Pillar Two Laws") are effective beginning in 2024 in the European Union and other countries where we do business. The Company faces uncertainty related to the potential implementation of Pillar Two Laws in other countries where we operate. We are continuing to monitor the legislative process and evaluate the potential impact of implementation of Pillar Two Laws by other countries. We are regularly subject to audits by tax authorities. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical income tax provisions and accruals. Economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes more difficult and may lead to unpredictability in our tax estimates. The results of an audit or litigation could adversely affect our financial statements in the period or periods for which that determination is made and may have negative impacts on future periods as well. Additionally, actions brought by such foreign taxing authorities could impact our licenses, permits, or certifications in that jurisdiction, which could affect our ability to operate in that jurisdiction. If we lost our ability to operate in jurisdictions, especially those where we have manufacturing facilities, our results of operations and financial performance could be materially impacted.

•Capacity Expansion: We have strategically invested in expanding our global capacity expansion to meet both current and anticipated additional customer demand. For example, since acquiring E&I in demand across key infrastructure segments. Since late 2021, we have approximately Vertiv has more than doubled our its manufacturing capacity for switchgear, busbar and integrated power solutions by through the opening of new facilities and adding production to capacity increases at existing facilities. Additionally, in order to operations worldwide. These expansions support our thermal management activity, we opened a new manufacturing facility in Pune, India in 2024. We also recently opened a new facility in Pelzer, South Carolina ability to support the production of modular solutions, modular deliver critical power systems infrastructure at scale for data centers and other infrastructure systems. We anticipate continuing to invest in capacity globally to provide the geographic presence that our customers need, mission-critical applications amid accelerating demand, particularly driven by AI and the ability to rapidly scale and to ensure resiliency. high-performance computing workloads.

In November 2023, following the filing of the putative securities class action and the Sullivan Action described above, the Company received a subpoena from the U.S. Securities and Exchange Commission (the “SEC”) and a parallel request for documents from the U.S. Attorney’s Office for the Southern District of New York, which relate to the allegations made in those actions. The Company is actively responding responded to these matters. requests. Since 2024, the Company has not received any further requests from the U.S. Attorney’s Office for the Southern District of New York relating to this matter. On December 30, 2025, the SEC’s Division of Enforcement informed the Company that it had concluded its investigation as to the Company and did not intend to recommend any enforcement action against the Company at this time.