EVP, Man., Logistics and Op Ex Karlborg Anders exercised 30,487 shares at a strike of $25.96 and sold $7,527,885 worth of shares (30,487 units at $246.92) (SEC Form 4)
$VRT
Industrial Machinery/Components
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vertiv Holdings Co [ VRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 02/26/2026 | M | 4,783 | A | $14.49 | 39,529.22 | D | |||
| Class A Common Stock | 02/26/2026 | M | 9,823 | A | $11.25 | 49,352.22 | D | |||
| Class A Common Stock | 02/26/2026 | M | 6,080 | A | $15.84 | 55,432.22 | D | |||
| Class A Common Stock | 02/26/2026 | M | 4,047 | A | $24.87 | 59,479.22 | D | |||
| Class A Common Stock | 02/26/2026 | M | 5,754 | A | $72.09 | 65,233.22 | D | |||
| Class A Common Stock | 02/26/2026 | S | 10,290 | D | $245.17(1) | 54,943.22 | D | |||
| Class A Common Stock | 02/26/2026 | S | 7,500 | D | $246.54(2) | 47,443.22 | D | |||
| Class A Common Stock | 02/26/2026 | S | 3,350 | D | $247.66(3) | 44,083.22 | D | |||
| Class A Common Stock | 02/26/2026 | S | 9,347 | D | $248.89(4) | 34,746.22(5) | D | |||
| Class A Common Stock | 65.75(6) | I | By 401(k) plan | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $14.49 | 02/26/2026 | M | 4,783 | (7) | 04/04/2032 | Class A Common Stock | 4,783 | (7) | 4,784 | D | ||||
| Stock Option | $11.25 | 02/26/2026 | M | 9,823 | (8) | 10/03/2032 | Class A Common Stock | 9,823 | (8) | 9,823 | D | ||||
| Stock Option | $15.84 | 02/26/2026 | M | 6,080 | (9) | 03/07/2033 | Class A Common Stock | 6,080 | (9) | 12,160 | D | ||||
| Stock Option | $24.87 | 02/26/2026 | M | 4,047 | (10) | 07/03/2033 | Class A Common Stock | 4,047 | (10) | 8,096 | D | ||||
| Stock Option | $72.09 | 02/26/2026 | M | 5,754 | (11) | 03/07/2034 | Class A Common Stock | 5,754 | (11) | 17,263 | D | ||||
| Explanation of Responses: |
| 1. The trade was executed in a series of transactions with a price range of $245.00 to $245.91, inclusive, with a weighted average price of $245.17. The reporting person undertakes to provide to Vertiv Holdings Co, any security holder of Vertiv Holdings Co, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and in footnotes 2 through 4, inclusive. |
| 2. The trade was executed in a series of transactions with a price range of $246.35 to $246.94, inclusive, with a weighted average price of $246.54. |
| 3. The trade was executed in a series of transactions with a price range of $247.43 to $248.20, inclusive, with a weighted average price of $247.66. |
| 4. The trade was executed in a series of transactions with a price range of $248.54 to $249.10, inclusive, with a weighted average price of $248.89. |
| 5. Includes shares, RSUs and dividend-equivalent stock units ("DSUs"). |
| 6. Reflects shares acquired under the Company's 401(k) plan in transactions exempt from reporting requirements. |
| 7. Consists of 9,567 stock options granted on April 4, 2022, which vested as to 4,783 on March 3, 2025, and which will vest as to 4,784 on March 3, 2026. |
| 8. Consists of 19,646 stock options granted on October 3, 2022, which vested as to 9,823 on October 3, 2025, and which will vest as to 9,823 on October 3, 2026. |
| 9. Consists of 18,240 stock options granted on March 7, 2023, which vested as to 6,080 on March 15, 2025, and which will vest as to 6,080 on each of March 15, 2026 and March 15, 2027. |
| 10. Consists of 12,143 stock options granted on July 3, 2023, which vested as to 4,047 on July 15, 2025, and which will vest as to 4,048 on each of July 15, 2026 and July 15, 2027. |
| 11. Consists of 23,017 stock options granted on March 7, 2024, which vested as to 5,754 on March 15, 2025, and which will vest as to 5,754 on each of March 15, 2026 and March 15, 2027, and as to 5,755 on March 15, 2028. |
| /s/ Robert M. Wolfe, as attorney-in-fact | 03/02/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||