Vertiv Reports Strong Third Quarter 2026 with Net Sales Growth of 61%, Organic
Vertiv Reports Strong Third Quarter 2026 with Net Sales Growth of 61%, Organic Orders Growth over 100% and Diluted EPS Growth of 91% (Adjusted Diluted EPS Growth of 78%); Raises Full Year 2026 Guidance Across All Key Metrics
• Operating profit up 90% and adjusted operating profit (1) up 83% from third quarter 2025. Adjusted operating margin of 25.2%, up 290 basis points compared to third quarter 2025.
• Diluted EPS grew 91% to $1.95 and adjusted diluted EPS (1) grew 78% to $2.21 compared to third quarter 2025.
• Operating cash flow of $794 million and adjusted free cash flow (1) of $652 million, up 64% and 50%, respectively, compared to third quarter 2025.
• Expects fourth quarter 2026 net sales of $4,413 million and organic sales growth of 50%, each at the midpoint of guidance, compared to fourth quarter 2025.
• Expects fourth quarter 2026 diluted EPS of $2.08 and adjusted diluted EPS of $2.25, each at the midpoint of guidance, an increase of 82% and 65%, respectively, compared to fourth quarter 2025.
• Expects full year 2026 net sales of $14,650 million and organic sales growth of 38%, each at the midpoint of guidance, compared to full year 2025.
• Expects full year 2026 diluted EPS of $6.29 and adjusted diluted EPS of $7.15, each at the midpoint of guidance, an increase of 84% and 70%, respectively, compared to full year 2025.
– Vertiv Holdings Co (NYSE: VRT) (“Vertiv”), a global leader in critical digital infrastructure, reported financial results for its third quarter ended September 30, 2026. Vertiv reported third quarter net sales of $4,313 million, an increase of $1,637 million, or 61%, compared to third quarter 2025, reflecting 55% organic sales growth and approximately 6% contribution from acquisitions. Growth was broad-based across all regions, with the Americas up 75% (66% organic), APAC up 50% (48% organic), and EMEA up 23% (19% organic). Strong demand visibility, ongoing capacity investments, and disciplined execution give Vertiv the confidence to raise full year net sales guidance by $650 million, along with increases to other associated financial metrics.
Third quarter operating profit of $984 million increased $467 million and adjusted operating profit of $1,087 million increased $491 million, up 90% and 83%, respectively, from third quarter 2025. Adjusted operating margin was 25.2%, up 290 basis points compared to third quarter 2025, driven by operational leverage on higher sales and by manufacturing productivity, partially offset by mix impacts and continued growth investments.
"We are in the middle of the largest infrastructure buildout and it's accelerating," said Giordano Albertazzi, Vertiv's Chief Executive Officer. "The demands on data center infrastructure are evolving faster than ever, and Vertiv's role in that buildout keeps expanding. We're compressing new product development cycles from years to months. We're industrializing converged infrastructure at a scale that didn't exist before and strengthening competencies that are very hard to replicate. We are expanding capacity, improving productivity, and executing with rigor. The infrastructure we deliver performs at the highest levels of reliability. Customers are choosing Vertiv as the partner that can engineer, deliver, scale and service across the entire lifecycle. Our more than 100% organic orders growth year over year and our overall performance are clear testaments to that.”
"The companies that will define the digital age are the ones investing ahead of the curve and delivering for customers, and that is what we are doing," said Dave Cote, Vertiv's Executive Chairman. "We are in an industry where the more technology changes, the better it is for us. We keep investing, we keep building, and what we have built is designed to scale. I believe there is a long runway ahead and the opportunity only gets bigger from here.”
Net cash generated by operating activities in the third quarter was $794 million, and adjusted free cash flow was $652 million, increasing 64% and 50%, respectively, from third quarter 2025. Third quarter adjusted free cash flow was driven by higher adjusted operating profit partially offset by increased working capital and higher capital expenditures to support growth.
Vertiv’s liquidity increased to $6.2 billion in the third quarter, with the company maintaining a net cash position and further broadening its strategic flexibility. Capital expenditures for full year 2026 are still anticipated at approximately 4.0% of revenue, reflecting the continued investment Vertiv is making to capture increasing demand across its pipelines.
The data center market continues to generate strong, broad-based global demand, further validating the depth and duration of the growth cycle. Vertiv continues to expand capacity and invest in next-generation technology to stay ahead of customer needs and capture an expanding opportunity set.
Fourth Quarter 2026 Guidance Net sales $4,313M - $4,513M Organic net sales growth(2) 49% - 51% Adjusted operating profit(1) $1,118M - $1,158M Adjusted operating margin(2) 25.3% - 26.3% Adjusted diluted EPS(1) $2.22 - $2.28 Adjusted diluted EPS growth(2) 63% - 67%
Full Year 2026 Guidance Net sales $14,450M - $14,850M Organic net sales growth(2) 37% - 39% Adjusted operating profit(1) $3,475M - $3,555M Adjusted operating margin(2) 23.5% - 24.5% Adjusted diluted EPS(1) $7.10 - $7.20 Adjusted diluted EPS growth(2) 69% - 71% Adjusted free cash flow(2) $2,600M - $2,800M
(1) This release contains certain non-GAAP metrics. For reconciliations to the relevant GAAP measures and an explanation of the non-GAAP measures and reasons for their use, please refer to sections of this release entitled “Non-GAAP Financial Measures” and “Reconciliation of GAAP and non-GAAP Financial Measures.”
(2) This is a forward-looking non-GAAP financial measure that cannot be reconciled without unreasonable efforts for those reasons set forth under “Non- GAAP Financial Measures” of this release.
Vertiv’s management team will discuss the Company’s results during a conference call on Wednesday, October 28, starting at 11 a.m. Eastern Time. The call will contain forward-looking statements and other material information regarding Vertiv’s financial and operating results. A webcast of the live conference call will be available for interested parties to listen to by going to the Investor Relations section of the Company’s website at investors.vertiv.com . A slide presentation will be available before the call and will be posted to the website, also at investors.vertiv.com . A replay of the conference call will also be available for 30 days following the webcast.
Vertiv (NYSE: VRT) brings together hardware, software, analytics and ongoing services to enable its customers’ vital applications to run continuously, perform optimally and grow with their business needs. Vertiv solves the most important challenges facing today’s data centers, communication networks and commercial and industrial facilities with a portfolio of power, cooling and IT infrastructure solutions and services that extends from the cloud to the edge of the network. Headquartered in Westerville, Ohio, USA, Vertiv does business in more than 130 countries. For more information, and for the latest news and content from Vertiv, visit vertiv.com . 2 Category: Financial News
Financial information included in this release has been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). Vertiv has included certain non-GAAP financial measures in this news release, as indicated above, that may not be directly comparable to other similarly titled measures used by other companies and therefore may not be comparable among companies. These non- GAAP financial measures include organic net sales growth (including on a segment basis), adjusted operating profit, adjusted operating margin, adjusted diluted EPS, adjusted diluted EPS growth and adjusted free cash flow, which management believes provides investors with useful supplemental information to evaluate the Company’s ongoing operations and to compare with past and future periods. Management also uses certain non-GAAP measures internally for forecasting, budgeting and measuring its operating performance. These measures should be viewed as supplementing, and not as an alternative or substitute for, the Company's financial results prepared in accordance with GAAP. Pursuant to the requirements of Regulation G, Vertiv has provided reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures.
Information reconciling certain forward-looking GAAP measures to non-GAAP measures related to fourth quarter and full year 2026 guidance, including organic net sales growth, adjusted free cash flow, adjusted diluted EPS growth and adjusted operating margin, is not available without unreasonable effort due to high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations. For those reasons, we are unable to compute the probable significance of the unavailable information, which could have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.
See “Reconciliation of GAAP and Non-GAAP Financial Measures” in this release for Vertiv’s reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures.
This news release, and other statements that Vertiv may make in connection therewith, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to Vertiv’s future financial or business performance, strategies or expectations, and as such are not historical facts. This includes, without limitation, statements regarding Vertiv’s financial position, capital structure, indebtedness, business strategy and plans and objectives of Vertiv management for future operations, as well as statements regarding growth, anticipated demand for our products and services and our business prospects during 2026, as well as expected impacts from our pricing actions, and our guidance for fourth quarter and full year 2026 and statements regarding tariffs, global trade conflict and any actions we may take in response thereto. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Vertiv cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this news release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this release are based on current expectations and beliefs concerning future developments and their potential effects on Vertiv. There can be no assurance that future developments affecting Vertiv will be those that Vertiv has anticipated. Vertiv undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Vertiv’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Vertiv has previously disclosed risk factors in its Securities and Exchange Commission (“SEC”) reports, including those set forth in the Vertiv 2025 Annual Report on Form 10-K filed with the SEC on February 13, 2026. These risk factors and those identified elsewhere in this release, among others, could cause actual results to differ materially from historical performance and include, but are not limited to: risks relating to the continued growth of our customers’ markets; long sales cycles for certain Vertiv products and solutions as well as unpredictable placing or cancelling of customer orders; failure to realize sales expected from our backlog of orders and contracts; 3 disruption of or consolidation in our customer’s markets or categorical shifts in customer technology spending; less leverage with large customer contract terms; failure to mitigate risks associated with long-term fixed price contracts; competition in the industry in which we operate; failure to obtain performance and other guarantees from financial institutions; risks associated with governmental contracts; failure to properly manage production cost changes and supply; failure to anticipate market change and competition in the infrastructure technologies; risks associated with information technology disruption or cyber-security incidents; risks associated with the implementation and enhancement of information systems; failure to realize the expected benefit from any rationalization, restructuring and improvement efforts; disruption of, or changes in, Vertiv’s independent sales representatives, distributors and original equipment manufacturers; increase of variability in our effective tax rate costs or liabilities associated with product liability due to global operations subjecting us to income and other taxes in the U.S. and numerous foreign entities; costs or liabilities associated with product liability and damage to our reputation and brands; the global scope of Vertiv’s operations, especially in emerging markets; failure to benefit from future significant corporate transactions; risks associated with Vertiv’s sales and operations and expanding global production facilities; risks associated with future legislation and regulation of Vertiv’s customers’ markets; our ability to comply with various laws and regulations including but not limited to, laws and regulations relating to data protection and data privacy; failure to properly address legal compliance issues, particularly those related to imports/exports, anti- corruption laws, and foreign operations; risks associated with foreign trade policy, including tariffs and global trade conflict risks associated with litigation or claims against the Company, including the risk of adverse outcomes to any legal claims and proceedings; our ability to protect or enforce our proprietary rights on which our business depends; third party intellectual property infringement claims; liabilities associated with environmental, health and safety matters; failure to achieve environmental, social and governance goals; failure to realize the value of goodwill and intangible assets; exposure to fluctuations in foreign currency exchange rates; failure to remediate material weaknesses in our internal controls over financial reporting; our level of indebtedness and our ability to comply with the covenants and restrictions contained in our credit agreements; our ability to access funding through capital markets; resales of Vertiv securities may cause volatility in the market price of our securities; our organizational documents contain provisions that may discourage unsolicited takeover proposals; our certificate of incorporation includes a forum selection clause, which could discourage or limit stockholders’ ability to make a claim against it; the ability of our subsidiaries to pay dividends; factors relating to the business, operations and financial performance of Vertiv and its subsidiaries, including: global economic weakness and uncertainty; our ability to attract, train and retain key members of our leadership team and other qualified personnel; the adequacy of our insurance coverage; fluctuations in interest rates materially affecting our financial results and increasing the risk our counterparties default in our interest rate hedges; our incurrence of significant costs and devotion of substantial management time as a result of operating as a public company; the timing and consummation of our proposed acquisitions; the risks that the closings of our acquisitions do not occur; expected expenses related to integration of our acquisitions; the possible diversion of management time on issues related to integration of our acquired businesses; the ability of Vertiv to maintain relationships with customers and suppliers of our acquired businesses; and the ability of Vertiv to retain management and key employees of our acquired businesses; and other risks and uncertainties indicated in Vertiv’s SEC reports or documents filed or to be filed with the SEC by Vertiv. Forward-looking statements included in this news release speak only as of the date of this news release or any earlier date specified for such statements. All subsequent written or oral forward-looking statements attributable to Vertiv or persons acting on Vertiv’s behalf may be qualified in their entirety by this Cautionary Note Concerning Forward-Looking Statements.
September 30, 2026 December 31, 2025 ────────────────────────────────────────────────────────────────────────────── ASSETS Current assets: Cash and cash equivalents $ 3,512.9 $ 1,728.4 Short-term investments 198.8 99.5 Accounts receivable, less allowances of 4,379.7 3,109.0 $28.0 and $25.6, respectively Inventories 3,288.4 1,456.5 Other current assets 743.5 426.1 Total current assets 12,123.3 6,819.5 Property, plant and 1,324.6 921.8 equipment, net Other assets: Goodwill 2,279.6 2,033.7 Other intangible assets, 1,736.1 1,894.8 net Deferred income taxes 171.9 179.6 Right-of-use assets, net 415.1 303.0 Other 123.9 60.0 Total other assets 4,726.6 4,471.1 Total assets $ 18,174.5 $ 12,212.4 LIABILITIES AND EQUITY Current liabilities: Current portion of $ 3.4 $ 20.9 long-term debt Accounts payable 3,244.7 1,756.4 Deferred revenue 4,120.5 1,814.7 Accrued expenses and other 1,196.3 771.6 liabilities Income taxes 145.8 43.4 Total current liabilities 8,710.7 4,407.0 Long-term debt, net 2,925.1 2,892.1 Deferred income taxes 248.5 232.8 Long-term lease liabilities 339.7 245.2 Other long-term liabilities 448.5 494.0 Total liabilities 12,672.5 8,271.1 Equity Preferred stock, $0.0001 par value, 5,000,000 shares — — authorized, none issued and outstanding Common stock, $0.0001 par value, 700,000,000 shares authorized, 385,027,873 and 382,553,680 — — shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively Additional paid-in capital 2,974.9 2,895.2 Retained earnings 2,608.5 1,027.9 Accumulated other comprehensive income -81.4 18.2 (loss) Total equity 5,502.0 3,941.3 Total liabilities and $ 18,174.5 $ 12,212.4 equity
To supplement this news release, we have included certain non-GAAP financial measures in the format of performance metrics. Management believes these non- GAAP financial measures provide investors with additional meaningful financial information that should be considered when assessing our underlying business performance and trends. Further, management believes these non-GAAP financial measures also enhance investors' ability to compare period-to-period financial results. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the company's reported results prepared in accordance with GAAP. Our non-GAAP financial measures do not represent a comprehensive basis of accounting. Therefore, our non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies. Reconciliations of each of these non-GAAP financial measures to GAAP information are also included. Management uses these non-GAAP financial measures in making financial, operating, compensation and planning decisions and in evaluating the company's performance. Disclosing these non-GAAP financial measures allows investors and management to view our operating results excluding the impact of items that are not reflective of the underlying operating performance.
• Adjusted operating profit (loss), which represents operating profit (loss), adjusted to exclude amortization of intangibles, restructuring costs associated with the global restructuring program, contingent consideration and merger and acquisition costs;
• Organic net sales growth, which represents the change in net sales adjusted to exclude the impacts of foreign currency exchange rate and acquisitions [without comparable sales detail in both periods presented];
• Adjusted free cash flow, which represents net cash provided by (used for) operating activities adjusted to exclude capital expenditures and investments in capitalized software; and
• Adjusted diluted EPS, which represents diluted earnings per share adjusted to exclude amortization of intangibles, restructuring costs associated with the global restructuring program, contingent consideration and merger and acquisition costs, and the costs related to the March 3, 2026 repayment of the Term Loan Credit Agreement and the associated interest rate swaps being settled. 8 Regional Segment Results
(2) Organic basis is adjusted to exclude foreign currency exchange rate and the change in acquisition sales impact.
(3) Adjusted operating profit (loss) is only adjusted at the Corporate segment. There are no adjustments at the reportable segment level between operating profit (loss) and adjusted operating profit (loss).
(4) Corporate costs consist of headquarters management costs, asset impairments, and costs that support centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, Legal, and Human Resources.
(1) The change in acquisition sales include all acquisition sales for the three months ended September 30, 2026.
(2) Organic growth percentage change is calculated as organic growth divided by net sales for the three months ended September 30, 2025.
(1) The change in acquisition includes all acquisitions sales for the nine months ended September 30, 2026.
(2) Organic growth percentage change is calculated as organic growth divided by net sales for the nine months ended September 30, 2025. 11
Reconciliation of net cash provided by (used for) operating activities to adjusted free cash flow
(1) Diluted EPS and adjusted diluted EPS is calculated using 392.7 million shares (includes 385.0 million basic shares and 7.7 million potential dilutive equity awards).
(1) Diluted EPS and adjusted diluted EPS is calculated using 390.9 million shares (includes 382.0 million basic shares and 8.9 million potential dilutive equity awards).
(2) Costs associated with the August 12, 2025 amendment of the Term Loan due 2032.
(1) Diluted EPS and adjusted diluted EPS is calculated using 392.6 million shares (includes 384.2 million basic shares and 8.4 million potential dilutive equity awards).
(3) Costs associated with the March 3, 2026 repayment of the Term loan credit agreement, the gain recognized in “Interest expense (income), net” and the related tax impact associated with the interest rate swaps being settled. 13
(1) Diluted EPS and adjusted diluted EPS is calculated using 390.3 million shares (includes 381.5 million basic shares and 8.8 million potential dilutive equity awards).
(2) Nonrecurring tax adjustment of $39.5 million due to recently issued guidance which changes our assessment of our realizability of certain deferred tax assets.
(3) Costs associated with the August 12, 2025 amendment of the Term Loan due 2032. 14
(1) Information reconciling certain forward-looking GAAP measures to non-GAAP measures related to FY 2026 guidance, including organic net sales growth, adjusted operating margin and adjusted free cash flow, is not available without unreasonable effort due to high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations. For the same reasons, we are unable to compute the probable significance of the unavailable information, which could have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.
(2) Diluted EPS and adjusted diluted EPS based on 392.6 million shares (includes 385.1 million basic shares and 7.5 million potential dilutive equity awards).
(3) Diluted EPS and adjusted diluted EPS based on 392.6 million shares (includes 384.4 million basic shares and 8.2 million potential dilutive equity awards).
(5) Costs associated with the March 3, 2026 repayment of the Term loan credit agreement, the gain recognized in “Interest expense (income), net” and the related tax impact associated with the interest rate swaps being settled. SOURCE Vertiv Holdings Co 15
Full text with the tables
Vertiv Reports Strong Third Quarter 2026 with Net Sales Growth of 61%, Organic
Orders Growth over 100% and Diluted EPS Growth of 91% (Adjusted Diluted EPS
Growth of 78%); Raises Full Year 2026 Guidance Across All Key Metrics
Third Quarter 2026 Results
• Net sales of $4,313 million, 61% higher than third quarter 2025.
• Operating profit up 90% and adjusted operating profit (1) up 83% from third
quarter 2025. Adjusted operating margin of 25.2%, up 290 basis points compared
to third quarter 2025.
• Diluted EPS grew 91% to $1.95 and adjusted diluted EPS (1) grew 78% to $2.21
compared to third quarter 2025.
• Operating cash flow of $794 million and adjusted free cash flow (1) of $652
million, up 64% and 50%, respectively, compared to third quarter 2025.
Fourth Quarter 2026 Guidance
• Expects fourth quarter 2026 net sales of $4,413 million and organic sales
growth of 50%, each at the midpoint of guidance, compared to fourth quarter
2025.
• Expects fourth quarter 2026 diluted EPS of $2.08 and adjusted diluted EPS of
$2.25, each at the midpoint of guidance, an increase of 82% and 65%,
respectively, compared to fourth quarter 2025.
Full Year 2026 Guidance
• Expects full year 2026 net sales of $14,650 million and organic sales growth
of 38%, each at the midpoint of guidance, compared to full year 2025.
• Expects full year 2026 diluted EPS of $6.29 and adjusted diluted EPS of $7.15,
each at the midpoint of guidance, an increase of 84% and 70%, respectively,
compared to full year 2025.
COLUMBUS, Ohio Oct. 28, 2026
– Vertiv Holdings Co (NYSE: VRT) (“Vertiv”), a global leader in critical digital
infrastructure, reported financial results for its third quarter ended September
30, 2026. Vertiv reported third quarter net sales of $4,313 million, an increase
of $1,637 million, or 61%, compared to third quarter 2025, reflecting 55%
organic sales growth and approximately 6% contribution from acquisitions. Growth
was broad-based across all regions, with the Americas up 75% (66% organic), APAC
up 50% (48% organic), and EMEA up 23% (19% organic). Strong demand visibility,
ongoing capacity investments, and disciplined execution give Vertiv the
confidence to raise full year net sales guidance by $650 million, along with
increases to other associated financial metrics.
Third quarter operating profit of $984 million increased $467 million and
adjusted operating profit of $1,087 million increased $491 million, up 90% and
83%, respectively, from third quarter 2025. Adjusted operating margin was 25.2%,
up 290 basis points compared to third quarter 2025, driven by operational
leverage on higher sales and by manufacturing productivity, partially offset by
mix impacts and continued growth investments.
"We are in the middle of the largest infrastructure buildout and it's
accelerating," said Giordano Albertazzi, Vertiv's Chief Executive Officer. "The
demands on data center infrastructure are evolving faster than ever, and
Vertiv's role in that buildout keeps expanding. We're compressing new product
development cycles from years to months. We're industrializing converged
infrastructure at a scale that didn't exist before and strengthening
competencies that are very hard to replicate. We are expanding capacity,
improving productivity, and executing with rigor. The infrastructure we deliver
performs at the highest levels of reliability. Customers are choosing Vertiv as
the partner that can engineer, deliver, scale and service across the entire
lifecycle. Our more than 100% organic orders growth year over year and our
overall performance are clear testaments to that.”
"The companies that will define the digital age are the ones investing ahead of
the curve and delivering for customers, and that is what we are doing," said
Dave Cote, Vertiv's Executive Chairman. "We are in an industry where the more
technology changes, the better it is for us. We keep investing, we keep
building, and what we have built is designed to scale. I believe there is a long
runway ahead and the opportunity only gets bigger from here.”
Adjusted Free Cash Flow and Liquidity
Net cash generated by operating activities in the third quarter was $794
million, and adjusted free cash flow was $652 million, increasing 64% and 50%,
respectively, from third quarter 2025. Third quarter adjusted free cash flow was
driven by higher adjusted operating profit partially offset by increased working
capital and higher capital expenditures to support growth.
Vertiv’s liquidity increased to $6.2 billion in the third quarter, with the
company maintaining a net cash position and further broadening its strategic
flexibility. Capital expenditures for full year 2026 are still anticipated at
approximately 4.0% of revenue, reflecting the continued investment Vertiv is
making to capture increasing demand across its pipelines.
Updated Full Year and Fourth Quarter 2026 Guidance
The data center market continues to generate strong, broad-based global demand,
further validating the depth and duration of the growth cycle. Vertiv continues
to expand capacity and invest in next-generation technology to stay ahead of
customer needs and capture an expanding opportunity set.
Fourth Quarter 2026 Guidance
Net sales $4,313M - $4,513M
Organic net sales growth(2) 49% - 51%
Adjusted operating profit(1) $1,118M - $1,158M
Adjusted operating margin(2) 25.3% - 26.3%
Adjusted diluted EPS(1) $2.22 - $2.28
Adjusted diluted EPS growth(2) 63% - 67%
Full Year 2026 Guidance
Net sales $14,450M - $14,850M
Organic net sales growth(2) 37% - 39%
Adjusted operating profit(1) $3,475M - $3,555M
Adjusted operating margin(2) 23.5% - 24.5%
Adjusted diluted EPS(1) $7.10 - $7.20
Adjusted diluted EPS growth(2) 69% - 71%
Adjusted free cash flow(2) $2,600M - $2,800M
(1) This release contains certain non-GAAP metrics. For reconciliations to the
relevant GAAP measures and an explanation of the non-GAAP measures and reasons
for their use, please refer to sections of this release entitled “Non-GAAP
Financial Measures” and “Reconciliation of GAAP and non-GAAP Financial
Measures.”
(2) This is a forward-looking non-GAAP financial measure that cannot be
reconciled without unreasonable efforts for those reasons set forth under “Non-
GAAP Financial Measures” of this release.
Third Quarter 2026 Earnings Conference Call
Vertiv’s management team will discuss the Company’s results during a conference
call on Wednesday, October 28, starting at 11 a.m. Eastern Time. The call will
contain forward-looking statements and other material information regarding
Vertiv’s financial and operating results. A webcast of the live conference call
will be available for interested parties to listen to by going to the Investor
Relations section of the Company’s website at investors.vertiv.com . A slide
presentation will be available before the call and will be posted to the
website, also at investors.vertiv.com . A replay of the conference call will
also be available for 30 days following the webcast.
About Vertiv Holdings Co
Vertiv (NYSE: VRT) brings together hardware, software, analytics and ongoing
services to enable its customers’ vital applications to run continuously,
perform optimally and grow with their business needs. Vertiv solves the most
important challenges facing today’s data centers, communication networks and
commercial and industrial facilities with a portfolio of power, cooling and IT
infrastructure solutions and services that extends from the cloud to the edge of
the network. Headquartered in Westerville, Ohio, USA, Vertiv does business in
more than 130 countries. For more information, and for the latest news and
content from Vertiv, visit vertiv.com .
2
Category: Financial News
Non-GAAP Financial Measures
Financial information included in this release has been prepared in accordance
with Generally Accepted Accounting Principles (“GAAP”). Vertiv has included
certain non-GAAP financial measures in this news release, as indicated above,
that may not be directly comparable to other similarly titled measures used by
other companies and therefore may not be comparable among companies. These non-
GAAP financial measures include organic net sales growth (including on a segment
basis), adjusted operating profit, adjusted operating margin, adjusted diluted
EPS, adjusted diluted EPS growth and adjusted free cash flow, which management
believes provides investors with useful supplemental information to evaluate the
Company’s ongoing operations and to compare with past and future periods.
Management also uses certain non-GAAP measures internally for forecasting,
budgeting and measuring its operating performance. These measures should be
viewed as supplementing, and not as an alternative or substitute for, the
Company's financial results prepared in accordance with GAAP. Pursuant to the
requirements of Regulation G, Vertiv has provided reconciliations of non-GAAP
financial measures to the most directly comparable GAAP financial measures.
Information reconciling certain forward-looking GAAP measures to non-GAAP
measures related to fourth quarter and full year 2026 guidance, including
organic net sales growth, adjusted free cash flow, adjusted diluted EPS growth
and adjusted operating margin, is not available without unreasonable effort due
to high variability, complexity and uncertainty with respect to forecasting and
quantifying certain amounts that are necessary for such reconciliations. For
those reasons, we are unable to compute the probable significance of the
unavailable information, which could have a potentially unpredictable, and
potentially significant, impact on our future GAAP financial results.
See “Reconciliation of GAAP and Non-GAAP Financial Measures” in this release for
Vertiv’s reconciliations of non-GAAP financial measures to the most directly
comparable GAAP financial measures.
Cautionary Note Concerning Forward-Looking Statements
This news release, and other statements that Vertiv may make in connection
therewith, may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 with respect to Vertiv’s future
financial or business performance, strategies or expectations, and as such are
not historical facts. This includes, without limitation, statements regarding
Vertiv’s financial position, capital structure, indebtedness, business strategy
and plans and objectives of Vertiv management for future operations, as well as
statements regarding growth, anticipated demand for our products and services
and our business prospects during 2026, as well as expected impacts from our
pricing actions, and our guidance for fourth quarter and full year 2026 and
statements regarding tariffs, global trade conflict and any actions we may take
in response thereto. These statements constitute projections, forecasts and
forward-looking statements, and are not guarantees of performance. Vertiv
cautions that forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time. Such statements can be
identified by the fact that they do not relate strictly to historical or current
facts. When used in this news release, words such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and
similar expressions may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this release are based on current
expectations and beliefs concerning future developments and their potential
effects on Vertiv. There can be no assurance that future developments affecting
Vertiv will be those that Vertiv has anticipated. Vertiv undertakes no
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as may be required
under applicable securities laws. These forward-looking statements involve a
number of risks, uncertainties (some of which are beyond Vertiv’s control) or
other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements.
Should one or more of these risks or uncertainties materialize, or should any of
the assumptions prove incorrect, actual results may vary in material respects
from those projected in these forward-looking statements. Vertiv has previously
disclosed risk factors in its Securities and Exchange Commission (“SEC”)
reports, including those set forth in the Vertiv 2025 Annual Report on Form 10-K
filed with the SEC on February 13, 2026. These risk factors and those identified
elsewhere in this release, among others, could cause actual results to differ
materially from historical performance and include, but are not limited to:
risks relating to the continued growth of our customers’ markets; long sales
cycles for certain Vertiv products and solutions as well as unpredictable
placing or cancelling of customer orders; failure to realize sales expected from
our backlog of orders and contracts;
3
disruption of or consolidation in our customer’s markets or categorical shifts
in customer technology spending; less leverage with large customer contract
terms; failure to mitigate risks associated with long-term fixed price
contracts; competition in the industry in which we operate; failure to obtain
performance and other guarantees from financial institutions; risks associated
with governmental contracts; failure to properly manage production cost changes
and supply; failure to anticipate market change and competition in the
infrastructure technologies; risks associated with information technology
disruption or cyber-security incidents; risks associated with the implementation
and enhancement of information systems; failure to realize the expected benefit
from any rationalization, restructuring and improvement efforts; disruption of,
or changes in, Vertiv’s independent sales representatives, distributors and
original equipment manufacturers; increase of variability in our effective tax
rate costs or liabilities associated with product liability due to global
operations subjecting us to income and other taxes in the U.S. and numerous
foreign entities; costs or liabilities associated with product liability and
damage to our reputation and brands; the global scope of Vertiv’s operations,
especially in emerging markets; failure to benefit from future significant
corporate transactions; risks associated with Vertiv’s sales and operations and
expanding global production facilities; risks associated with future legislation
and regulation of Vertiv’s customers’ markets; our ability to comply with
various laws and regulations including but not limited to, laws and regulations
relating to data protection and data privacy; failure to properly address legal
compliance issues, particularly those related to imports/exports, anti-
corruption laws, and foreign operations; risks associated with foreign trade
policy, including tariffs and global trade conflict risks associated with
litigation or claims against the Company, including the risk of adverse outcomes
to any legal claims and proceedings; our ability to protect or enforce our
proprietary rights on which our business depends; third party intellectual
property infringement claims; liabilities associated with environmental, health
and safety matters; failure to achieve environmental, social and governance
goals; failure to realize the value of goodwill and intangible assets; exposure
to fluctuations in foreign currency exchange rates; failure to remediate
material weaknesses in our internal controls over financial reporting; our level
of indebtedness and our ability to comply with the covenants and restrictions
contained in our credit agreements; our ability to access funding through
capital markets; resales of Vertiv securities may cause volatility in the market
price of our securities; our organizational documents contain provisions that
may discourage unsolicited takeover proposals; our certificate of incorporation
includes a forum selection clause, which could discourage or limit stockholders’
ability to make a claim against it; the ability of our subsidiaries to pay
dividends; factors relating to the business, operations and financial
performance of Vertiv and its subsidiaries, including: global economic weakness
and uncertainty; our ability to attract, train and retain key members of our
leadership team and other qualified personnel; the adequacy of our insurance
coverage; fluctuations in interest rates materially affecting our financial
results and increasing the risk our counterparties default in our interest rate
hedges; our incurrence of significant costs and devotion of substantial
management time as a result of operating as a public company; the timing and
consummation of our proposed acquisitions; the risks that the closings of our
acquisitions do not occur; expected expenses related to integration of our
acquisitions; the possible diversion of management time on issues related to
integration of our acquired businesses; the ability of Vertiv to maintain
relationships with customers and suppliers of our acquired businesses; and the
ability of Vertiv to retain management and key employees of our acquired
businesses; and other risks and uncertainties indicated in Vertiv’s SEC reports
or documents filed or to be filed with the SEC by Vertiv. Forward-looking
statements included in this news release speak only as of the date of this news
release or any earlier date specified for such statements. All subsequent
written or oral forward-looking statements attributable to Vertiv or persons
acting on Vertiv’s behalf may be qualified in their entirety by this Cautionary
Note Concerning Forward-Looking Statements.
For investor inquiries, please contact:
Lynne Maxeiner
Vice President, Global Treasury & Investor Relations
Vertiv
E: lynne.maxeiner@vertiv.com
For media inquiries, please contact:
Tom Laughran
FleishmanHillard
E: tom.laughran@omc.com
4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
Vertiv Holdings Co
(Dollars in millions except for per share data)
Three Three Nine Nine
mont… mont… mont… mont…
ended ended ended ended
Sept… Sept… Sept… Sept…
30, 30, 30, 30,
2026 2025 2026 2025
──────────────────────────────────────────────────────────────────────────────
Net
sal…
Net
sal… $ 3,63… $ 2,21… $ 8,41… $ 6,03…
-
pro…
Net
sal… 675.7 461.4 1,81… 1,31…
-
ser…
Net 4,31… 2,67… 10,2… 7,34…
sal…
Cos…
and
exp…
Cost
of
sal… 2,29… 1,39… 5,30… 3,98…
-
pro…
Cost
of
sal… 377.9 266.7 1,05… 775.3
-
ser…
Cost
of 2,66… 1,66… 6,35… 4,75…
sal…
Ope…
exp…
Sel…
gen…
and 556.9 414.3 1,50… 1,15…
adm…
exp…
Amo…
of 65.3 48.2 216.6 141.1
int…
Res… 0.2 30.7 -8.6 33.7
cos…
For…
cur…
(ga… 7.1 0.9 9.4 5.8
los…
net
Oth…
ope… 30.1 -0.1 90.8 7.2
exp…
(in…
Ope…
pro… 983.8 516.7 2,06… 1,24…
(lo…
Int…
exp… 6.4 22.8 19.4 69.4
(in…
net
Loss
on
ext… — 1.7 6.2 1.7
of
debt
Oth…
non… -17.4 — -16.9 —
exp…
(in…
Inc…
(lo…
bef… 994.8 492.2 2,05… 1,17…
inc…
tax…
Inc…
tax 230.3 93.7 400.7 291.5
exp…
(be…
Net
inc… $ 764.5 $ 398.5 $ 1,65… $ 887.2
(lo…
Ear…
(lo…
per
sha…
Bas… $ 1.99 $ 1.04 $ 4.30 $ 2.33
Dil… $ 1.95 $ 1.02 $ 4.21 $ 2.27
Wei…
sha…
out…
Bas… 384… 382… 384… 381…
Dil… 392… 390… 392… 390…
5
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
Vertiv Holdings Co
(Dollars in millions)
September 30, 2026 December 31, 2025
──────────────────────────────────────────────────────────────────────────────
ASSETS
Current assets:
Cash and cash equivalents $ 3,512.9 $ 1,728.4
Short-term investments 198.8 99.5
Accounts receivable, less
allowances of 4,379.7 3,109.0
$28.0 and $25.6,
respectively
Inventories 3,288.4 1,456.5
Other current assets 743.5 426.1
Total current assets 12,123.3 6,819.5
Property, plant and 1,324.6 921.8
equipment, net
Other assets:
Goodwill 2,279.6 2,033.7
Other intangible assets, 1,736.1 1,894.8
net
Deferred income taxes 171.9 179.6
Right-of-use assets, net 415.1 303.0
Other 123.9 60.0
Total other assets 4,726.6 4,471.1
Total assets $ 18,174.5 $ 12,212.4
LIABILITIES AND EQUITY
Current liabilities:
Current portion of $ 3.4 $ 20.9
long-term debt
Accounts payable 3,244.7 1,756.4
Deferred revenue 4,120.5 1,814.7
Accrued expenses and other 1,196.3 771.6
liabilities
Income taxes 145.8 43.4
Total current liabilities 8,710.7 4,407.0
Long-term debt, net 2,925.1 2,892.1
Deferred income taxes 248.5 232.8
Long-term lease liabilities 339.7 245.2
Other long-term liabilities 448.5 494.0
Total liabilities 12,672.5 8,271.1
Equity
Preferred stock, $0.0001
par value,
5,000,000 shares — —
authorized, none issued
and outstanding
Common stock, $0.0001 par
value,
700,000,000 shares
authorized,
385,027,873 and 382,553,680 — —
shares
issued and outstanding at
September 30,
2026 and December 31, 2025,
respectively
Additional paid-in capital 2,974.9 2,895.2
Retained earnings 2,608.5 1,027.9
Accumulated other
comprehensive income -81.4 18.2
(loss)
Total equity 5,502.0 3,941.3
Total liabilities and $ 18,174.5 $ 12,212.4
equity
6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Vertiv Holdings Co
(Dollars in millions)
Three Three Nine Nine
months months months months
ended ended ended ended
September September September September
30, 2026 30, 2025 30, 2026 30, 2025
──────────────────────────────────────────────────────────────────────────────
Cash
flows
from
operating
activiti…
Net
income $ 764.5 $ 398.5 $ 1,652.4 $ 887.2
(loss)
Adjustme…
to
reconcile
net
income
(loss) to
net cash
provided
by (used
for)
operating
activiti…
Deprecia… 39.8 24.5 106.7 70.9
Amortiza… 68.1 50.9 224.7 149.4
Deferred
income 16.1 69.1 -10.0 92.2
taxes
Amortiza…
of debt
discount 1.6 1.0 3.8 5.3
and
issuance
costs
Stock-ba… 19.7 14.2 50.5 38.7
compensa…
Changes
in
operating -138.3 -71.5 540.5 -166.7
working
capital
Change in
fair
value of 34.1 — 96.1 —
continge…
consider…
Other -11.6 -4.0 -4.1 31.9
Net cash
provided
by (used 794.0 482.7 2,660.6 1,108.9
for)
operating
activiti…
Cash
flows
from
investing
activiti…
Capital -139.1 -45.2 -425.0 -126.7
expendit…
Investme…
in -2.7 -1.5 -5.3 -4.7
capitali…
software
Purchase
of -98.7 -441.5 -645.3 -539.6
short-te…
investme…
Proceeds
from
maturiti… 202.9 — 554.4 —
of
short-te…
investme…
Investme…
in -10.0 — -29.0 —
affiliat…
Acquisit…
of
business… — -195.7 -278.1 -195.7
net of
cash
acquired
Net cash
provided
by (used -47.6 -683.9 -828.3 -866.7
for)
investing
activiti…
Cash
flows
from
financing
activiti…
Short-te… 3.4 — 3.4 —
borrowin…
Proceeds
from the
issuance — — 2,100.0 —
of
long-term
debt
Repayment
of -15.3 -5.2 -2,091.4 -15.7
long-term
debt
Dividend -24.0 -14.2 -71.8 -42.6
payment
Exercise
of
employee 0.8 9.0 44.9 22.0
stock
options
Employee
taxes
paid from -4.3 -1.0 -27.5 -8.0
shares
withheld
Net cash
provided
by (used -39.4 -11.4 -42.4 -44.3
for)
financing
activiti…
Effect of
exchange
rate
changes 0.6 0.8 3.5 14.1
on cash
and cash
equivale…
Increase
(decreas…
in cash,
cash 707.6 -211.8 1,793.4 212.0
equivale…
and
restrict…
cash
Beginning
cash,
cash
equivale… 2,875.6 1,656.0 1,789.8 1,232.2
and
restrict…
cash
Ending
cash,
cash
equivale… $ 3,583.2 $ 1,444.2 $ 3,583.2 $ 1,444.2
and
restrict…
cash
Changes
in
operating
working
capital
Accounts $ -631.9 $ 41.0 $ -1,276.1 $ -339.8
receivab…
Inventor… -766.9 -5.6 -1,814.9 -143.1
Other
current -160.2 -16.8 -305.5 -40.7
assets
Accounts 723.7 92.6 1,409.0 362.1
payable
Deferred 490.2 -122.1 2,312.9 49.4
revenue
Accrued
expenses 112.8 62.5 135.0 19.2
and other
liabilit…
Income 94.0 -123.1 80.1 -73.8
taxes
Total
changes
in $ -138.3 $ -71.5 $ 540.5 $ -166.7
operating
working
capital
7
Reconciliation of GAAP and non-GAAP Financial Measures
To supplement this news release, we have included certain non-GAAP financial
measures in the format of performance metrics. Management believes these non-
GAAP financial measures provide investors with additional meaningful financial
information that should be considered when assessing our underlying business
performance and trends. Further, management believes these non-GAAP financial
measures also enhance investors' ability to compare period-to-period financial
results. Non-GAAP financial measures should be viewed in addition to, and not as
an alternative for, the company's reported results prepared in accordance with
GAAP. Our non-GAAP financial measures do not represent a comprehensive basis of
accounting. Therefore, our non-GAAP financial measures may not be comparable to
similarly titled measures reported by other companies. Reconciliations of each
of these non-GAAP financial measures to GAAP information are also included.
Management uses these non-GAAP financial measures in making financial,
operating, compensation and planning decisions and in evaluating the company's
performance. Disclosing these non-GAAP financial measures allows investors and
management to view our operating results excluding the impact of items that are
not reflective of the underlying operating performance.
Vertiv’s non-GAAP financial measures include:
• Adjusted operating profit (loss), which represents operating profit (loss),
adjusted to exclude amortization of intangibles, restructuring costs associated
with the global restructuring program, contingent consideration and merger and
acquisition costs;
• Adjusted operating margin, which represents adjusted operating profit (loss)
divided by net sales;
• Organic net sales growth, which represents the change in net sales adjusted to
exclude the impacts of foreign currency exchange rate and acquisitions [without
comparable sales detail in both periods presented];
• Adjusted free cash flow, which represents net cash provided by (used for)
operating activities adjusted to exclude capital expenditures and investments in
capitalized software; and
• Adjusted diluted EPS, which represents diluted earnings per share adjusted to
exclude amortization of intangibles, restructuring costs associated with the
global restructuring program, contingent consideration and merger and
acquisition costs, and the costs related to the March 3, 2026 repayment of the
Term Loan Credit Agreement and the associated interest rate swaps being settled.
8
Regional Segment Results
──────────────────────────────────────────────────────────────────────────────
(1) Segment net sales are presented excluding intercompany sales.
(2) Organic basis is adjusted to exclude foreign currency exchange rate and the
change in acquisition sales impact.
(3) Adjusted operating profit (loss) is only adjusted at the Corporate segment.
There are no adjustments at the reportable segment level between operating
profit (loss) and adjusted operating profit (loss).
(4) Corporate costs consist of headquarters management costs, asset impairments,
and costs that support centralized global functions including Finance, Treasury,
Risk Management, Strategy & Marketing, Legal, and Human Resources.
(5) Adjusted operating margins calculated as adjusted operating profit (loss)
divided by net sales.
9
Sales by product and service offering
Three
Months
Ended
September
30,
America… 2026 2025 Δ Δ%
──────────────────────────────────────────────────────────────────────────────
Products $ 2,525.8 $ 1,426.6 $ 1,099.2 77.1 %
Services 463.0 285.8 177.2 62.0 %
& spares
$ 2,988.8 $ 1,712.4 $ 1,276.4 74.5 %
Asia
Pacific:
Products $ 626.7 $ 392.7 $ 234.0 59.6 %
Services 152.6 127.1 25.5 20.1 %
& spares
$ 779.3 $ 519.8 $ 259.5 49.9 %
Europe,
Middle
East &
Africa:
Products $ 441.3 $ 348.3 $ 93.0 26.7 %
Services 103.4 95.3 8.1 8.5 %
& spares
$ 544.7 $ 443.6 $ 101.1 22.8 %
Total:
Products $ 3,593.8 $ 2,167.6 $ 1,426.2 65.8 %
Services 719.0 508.2 210.8 41.5 %
& spares
$ 4,312.8 $ 2,675.8 $ 1,637.0 61.2 %
Nine
months
ended
September
30,
Americ… 2026 2025 Δ Δ%
──────────────────────────────────────────────────────────────────────────────
Produc… $ 5,667.8 $ 3,705.7 $ 1,962.1 52.9 %
Servic…
& 1,206.2 794.3 411.9 51.9 %
spares
$ 6,874.0 $ 4,500.0 $ 2,374.0 52.8 %
Asia
Pacifi…
Produc… $ 1,570.2 $ 1,150.5 $ 419.7 36.5 %
Servic…
& 442.7 376.7 66.0 17.5 %
spares
$ 2,012.9 $ 1,527.2 $ 485.7 31.8 %
Europe,
Middle
East &
Africa:
Produc… $ 1,053.4 $ 1,041.4 $ 12.0 1.2 %
Servic…
& 296.3 281.3 15.0 5.3 %
spares
$ 1,349.7 $ 1,322.7 $ 27.0 2.0 %
Total:
Produc… $ 8,291.4 $ 5,897.6 $ 2,393.8 40.6 %
Servic…
& 1,945.2 1,452.3 492.9 33.9 %
spares
$ 10,236.6 $ 7,349.9 $ 2,886.7 39.3 %
10
Organic growth by product and service offering
Thr…
mon…
end…
Sep…
30,
2026
──────────────────────────────────────────────────────────────────────────────
Net Acq… Org… Org…
Sal… FX Δ Δ(1) gro… Δ%(…
Δ
Am…
Pr… $ 1,0… $ -1.8 $ -21… $ 1,0… 75.5 %
Se…
& 177… -1.4 -11… 57.5 20.1 %
sp…
$ 1,2… $ -3.2 $ -13… $ 1,1… 66.2 %
As…
Pa…
Pr… $ 234… $ -6.9 $ — $ 227… 57.8 %
Se…
& 25.5 -1.3 — 24.2 19.0 %
sp…
$ 259… $ -8.2 $ — $ 251… 48.3 %
Eu…
Mi…
Ea…
&
Af…
Pr… $ 93.0 $ -0.1 $ -17… $ 75.3 21.6 %
Se…
& 8.1 2.4 — 10.5 11.0 %
sp…
$ 101… $ 2.3 $ -17… $ 85.8 19.3 %
To…
Pr… $ 1,4… $ -8.8 $ -38… $ 1,3… 63.6 %
Se…
& 210… -0.3 -11… 92.2 18.1 %
sp…
$ 1,6… $ -9.1 $ -15… $ 1,4… 55.0 %
(1) The change in acquisition sales include all acquisition sales for the three
months ended September 30, 2026.
(2) Organic growth percentage change is calculated as organic growth divided by
net sales for the three months ended September 30, 2025.
Nine
mon…
end…
Sep…
30,
2026
──────────────────────────────────────────────────────────────────────────────
Net Acq… Org… Org…
Sal… FX Δ Δ(1) gro… Δ%(…
Δ
Am…
Pr… $ 1,9… $ -11… $ -90… $ 1,8… 50.2 %
Se…
& 411… -5.6 -26… 137… 17.3 %
sp…
$ 2,3… $ -17… $ -35… $ 1,9… 44.4 %
As…
Pa…
Pr… $ 419… $ -30… $ — $ 388… 33.8 %
Se…
& 66.0 -6.2 — 59.8 15.9 %
sp…
$ 485… $ -37… $ — $ 448… 29.4 %
Eu…
Mi…
Ea…
&
Af…
Pr… $ 12.0 $ -38… $ -22… $ -49… -4.8 %
Se…
& 15.0 -8.8 -0.7 5.5 2.0 %
sp…
$ 27.0 $ -47… $ -23… $ -44… -3.3 %
To…
Pr… $ 2,3… $ -81… $ -11… $ 2,1… 37.3 %
Se…
& 492… -20… -26… 202… 14.0 %
sp…
$ 2,8… $ -10… $ -38… $ 2,4… 32.7 %
(1) The change in acquisition includes all acquisitions sales for the nine
months ended September 30, 2026.
(2) Organic growth percentage change is calculated as organic growth divided by
net sales for the nine months ended September 30, 2025.
11
Segment operating profit (loss)
Three Three Nine Nine
months months months months
Operati… ended ended ended ended
profit Septemb… Septemb… Septemb… September
(loss) 30, 2026 30, 2025 30, 2026 30, 2025
──────────────────────────────────────────────────────────────────────────────
Americ… $ 877.3 $ 501.8 $ 1,938.9 $ 1,146.1
Asia 132.4 68.5 295.4 173.4
Pacific
Europe,
Middle 152.3 83.5 330.0 266.4
East &
Africa
Total
report… 1,162.0 653.8 2,564.3 1,585.9
segmen…
Foreign
curren… -7.1 -0.9 -9.4 -5.8
gain
(loss)
Corpor… -105.8 -88.0 -276.5 -189.2
Total
corpor… -112.9 -88.9 -285.9 -195.0
and
other
Amorti…
of -65.3 -48.2 -216.6 -141.1
intang…
Operat…
profit $ 983.8 $ 516.7 $ 2,061.8 $ 1,249.8
(loss)
Reconciliation of net cash provided by (used for) operating activities to
adjusted free cash flow
Three Three Nine Nine
months months months months
ended ended ended ended
September September September September
30, 2026 30, 2025 30, 2026 30, 2025
──────────────────────────────────────────────────────────────────────────────
Net cash
provided
by (used $ 794.0 $ 482.7 $ 2,660.6 $ 1,108.9
for)
operating
activiti…
Capital -139.1 -45.2 -425.0 -126.7
expendit…
Investme…
in -2.7 -1.5 -5.3 -4.7
capitali…
software
Adjusted
free cash $ 652.2 $ 436.0 $ 2,230.3 $ 977.5
flow
Reconciliation from operating profit (loss) to adjusted operating profit (loss)
Three Three Nine Nine
months months months months
ended ended ended ended
September September September September
30, 2026 30, 2025 30, 2026 30, 2025
──────────────────────────────────────────────────────────────────────────────
Operating
profit $ 983.8 $ 516.7 $ 2,061.8 $ 1,249.8
(loss)
Amortiza…
of 65.3 48.2 216.6 141.1
intangib…
Continge… 34.1 — 96.1 —
consider…
Restruct…
costs - — 30.7 -3.9 30.7
global
programs
Mergers
and 3.7 — 6.9 —
acquisit…
costs
Adjusted
operating $ 1,086.9 $ 595.6 $ 2,377.5 $ 1,421.6
profit
(loss)
Reconciliation from operating margin to adjusted operating margin
T… T… … …
m… m… … …
e… e… … …
S… S… … …
3… 3… … …
2… 2… Δ … … Δ
──────────────────────────────────────────────────────────────────────────────
…
… $ 4… $ 2… $ 1… $ 1… $ 7… $ 2…
…
…
… 9… 5… 4… 2… 1… 8…
…
…
…
… 2… % 1… % 3… % … % … % … %
…
…
… $ 6… $ 4… $ 1… $ 2… $ 1… $ 7…
…
… 3… — 3… 9… — 9…
…
…
…
- — 3… -… -… 3… -…
…
…
…
… 3… — 3… 6… — 6…
…
…
…
…
… 1… 5… 4… 2… 1… 9…
…
…
…
… 2… % 2… % 2… % … % … % … %
…
…
12
Reconciliation of Diluted EPS to Adjusted Diluted EPS
T…
m…
e…
S…
3…
2…
──────────────────────────────────────────────────────────────────────────────
Op… In… Ot… In… Net
pr… ex… no… tax in… Di…
(l… (i… ex… ex… (l… EP…
net (i… (b…
G… $ 98… $ 6.4 $ -1… $ 23… $ 764… $ 1.95
A…
of 65… — — — 65.3 0.16
i…
C… 34… — — — 34.1 0.09
c…
M…
a… 3.7 — — — 3.7 0.01
a…
c…
N… $ 1,… $ 6.4 $ -1… $ 23… $ 867… $ 2.21
a…
D…
s… 392…
(…
m…
(1) Diluted EPS and adjusted diluted EPS is calculated using 392.7 million
shares (includes 385.0 million basic shares and 7.7 million potential dilutive
equity awards).
(2) Contingent consideration associated with acquisitions.
T…
m…
e…
S…
3…
2…
──────────────────────────────────────────────────────────────────────────────
In… Lo… In…
Op… ex… on tax Net Dil…
pr… (i… ex… ex… inc… EPS…
(l… net of (b… (lo…
de…
G… $ 51… $ 22… $ 1.7 $ 93… $ 39… $ 1.…
A…
of 48… — — — 48… 0.…
i…
R… 30… — — — 30… 0.…
c…
T…
l…
d… — -6… -1… — 7.9 0.…
2…
a…
e…
N… $ 59… $ 16… $ — $ 93… $ 48… $ 1.…
a…
D…
s… 39…
(…
m…
(1) Diluted EPS and adjusted diluted EPS is calculated using 390.9 million
shares (includes 382.0 million basic shares and 8.9 million potential dilutive
equity awards).
(2) Costs associated with the August 12, 2025 amendment of the Term Loan due
2032.
…
…
…
…
…
…
──────────────────────────────────────────────────────────────────────────────
I… L… O… I…
O… e… on n… t… N… D…
p… (… e… e… e… i… E…
(… n… of (… (… (…
d…
… $ 2… $ 1… $ 6.2 $ -1… $ 40… $ 1,… $ 4.…
…
… 2… — — — — 21… 0.…
…
… 9… — — — — 96… 0.…
…
…
…
… — 2… -6… — 25… -4… -0…
…
…
…
…
- -… — — — — -3… -0…
…
…
…
… 6… — — — — 6.9 0.…
…
…
… $ 2… $ 4… $ — $ -1… $ 42… $ 1,… $ 4.…
…
…
… 39…
…
…
(1) Diluted EPS and adjusted diluted EPS is calculated using 392.6 million
shares (includes 384.2 million basic shares and 8.4 million potential dilutive
equity awards).
(2) Contingent consideration associated with acquisitions.
(3) Costs associated with the March 3, 2026 repayment of the Term loan credit
agreement, the gain recognized in “Interest expense (income), net” and the
related tax impact associated with the interest rate swaps being settled.
13
N…
m…
e…
S…
3…
2…
──────────────────────────────────────────────────────────────────────────────
In… Lo… In…
Op… ex… on tax Net Dil…
pr… (i… ex… ex… inc… EPS…
(l… net of (b… (lo…
de…
G… $ 1,… $ 69… $ 1.7 $ 29… $ 88… $ 2.…
A…
of 14… — — — 14… 0.…
i…
R… 30… — — — 30… 0.…
c…
N…
t… — — — -3… 39… 0.…
a…
n…
T…
l…
d… — -6… -1… — 7.9 0.…
2…
a…
e…
N… $ 1,… $ 63… $ — $ 25… $ 1,… $ 2.…
a…
D…
s… 39…
(…
m…
(1) Diluted EPS and adjusted diluted EPS is calculated using 390.3 million
shares (includes 381.5 million basic shares and 8.8 million potential dilutive
equity awards).
(2) Nonrecurring tax adjustment of $39.5 million due to recently issued guidance
which changes our assessment of our realizability of certain deferred tax
assets.
(3) Costs associated with the August 12, 2025 amendment of the Term Loan due
2032.
14
Vertiv Holdings Co
2026 Adjusted Guidance
Reconciliation of Diluted EPS to Adjusted Diluted EPS (1)
Int… Inc…
Fo… Ope… exp… tax Net
Qu… pro… (in… exp… in… Di…
20… (lo… net (be… (l… EP…
──────────────────────────────────────────────────────────────────────────────
GA… $ 1,0… $ 14.8 $ 240… $ 818… $ 2.08
Am…
of 63.9 — — 63.9 0.17
in…
No… $ 1,1… $ 14.8 $ 240… $ 881… $ 2.25
ad…
Di…
sh… 39…
(in
mi…
L…
I… on O… I…
… O… e… e… n… t… N…
… p… (… of e… e… i… D…
… (… n… d… (… (… (… E…
──────────────────────────────────────────────────────────────────────────────
… $ 3… $ 3… $ 6… $ -… $ 6… $ 2… $ 6…
…
… 2… — — — — 2… 0…
…
… 9… — — — — 9… 0…
…
…
…
… — 2… -… — 2… -… -…
…
…
…
…
- -… — — — — -… -…
…
…
…
… 6… — — — — 6… 0…
…
…
… $ 3… $ 5… $ — $ -… $ 6… $ 2… $ 7…
…
…
… 39…
…
…
(1) Information reconciling certain forward-looking GAAP measures to non-GAAP
measures related to FY 2026 guidance, including organic net sales growth,
adjusted operating margin and adjusted free cash flow, is not available without
unreasonable effort due to high variability, complexity and uncertainty with
respect to forecasting and quantifying certain amounts that are necessary for
such reconciliations. For the same reasons, we are unable to compute the
probable significance of the unavailable information, which could have a
potentially unpredictable, and potentially significant, impact on our future
GAAP financial results.
(2) Diluted EPS and adjusted diluted EPS based on 392.6 million shares (includes
385.1 million basic shares and 7.5 million potential dilutive equity awards).
(3) Diluted EPS and adjusted diluted EPS based on 392.6 million shares (includes
384.4 million basic shares and 8.2 million potential dilutive equity awards).
(4) Contingent consideration associated with acquisitions.
(5) Costs associated with the March 3, 2026 repayment of the Term loan credit
agreement, the gain recognized in “Interest expense (income), net” and the
related tax impact associated with the interest rate swaps being settled.
SOURCE Vertiv Holdings Co
15