Executive Chairman Cote David M gifted 200 shares (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) 12/05/2025 | ||||||||||||||||||||||||||
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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 | 12/05/2025 | G | 200 | D | $0 | 0 | I | See Footnote(1) | ||
| Class A Common Stock | 62,258.03 | I | See Footnote(2) | |||||||
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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 | $12.05 | (3)(11) | 02/07/2030 | Class A Common Stock | 115,942 | 115,942 | I | See Footnote(11) | |||||||
| Stock Option | $20.56 | (4)(11) | 02/04/2031 | Class A Common Stock | 115,942 | 115,942 | I | See Footnote(11) | |||||||
| Stock Option | $11.5 | (5)(11) | 03/03/2032 | Class A Common Stock | 86,956 | 86,956 | I | See Footnote(11) | |||||||
| Stock Option | $11.5 | (6)(12) | 03/03/2032 | Class A Common Stock | 28,986 | 28,986 | I | See Footnote(12) | |||||||
| Stock Option | $15.84 | (7)(11) | 03/07/2033 | Class A Common Stock | 25,000 | 25,000 | I | See Footnote(11) | |||||||
| Stock Option | $15.84 | (8)(12) | 03/07/2033 | Class A Common Stock | 75,000 | 75,000 | I | See Footnote(12) | |||||||
| Stock Option | $72.09 | (9)(12) | 03/07/2034 | Class A Common Stock | 50,000 | 50,000 | I | See Footnote(12) | |||||||
| Stock Option | $85.04 | (10)(12) | 03/07/2035 | Class A Common Stock | 46,012 | 46,012 | I | See Footnote(12) | |||||||
| Explanation of Responses: |
| 1. Reflects securities held directly by David M. Cote 2018 Revocable Trust, of which the Reporting Person is the trustee. On December 5, 2025, the Reporting Person gifted the securities to the Cote Family TGS Foundation, Inc. |
| 2. Reflects securities held directly by the Reporting Person's spouse. |
| 3. Consists of 115,942 stock options granted on February 7, 2020, which vested as to 28,985 on February 7, 2021, 28,986 on February 7, 2022, 28,985 on February 7, 2023, and 28,986 on February 7, 2024. |
| 4. Consists of 115,942 stock options granted on February 4, 2021, which vested as to 28,986 on each of February 4, 2022 and February 4, 2023, 28,985 on February 4, 2024, and 28,985 on February 4, 2025. |
| 5. Consists of 86,956 stock options granted on March 3, 2022, which vested as to 28,985 on each of March 3, 2023 and March 3, 2024, and 28,986 on March 3, 2025. |
| 6. Consists of 28,986 stock options granted on March 3, 2022, which will vest as to 28,986 on March 3, 2026. |
| 7. Consists of 25,000 stock options granted on March 7, 2023, which vested as to 25,000 on March 15, 2024. |
| 8. Consists of 75,000 stock options granted on March 7, 2023, which vested as to 25,000 on March 15, 2025, and which will vest as to 25,000 on each of March 15, 2026 and March 15, 2027. |
| 9. Consists of 50,000 stock options granted on March 7, 2024, which vested as to 12,500 on March 15, 2025, and which will vest as to 12,500 on each of March 15, 2026, March 15, 2027 and March 15, 2028. |
| 10. Consists of 46,012 stock options granted on March 7, 2025, which will vest as to 11,503 on each of March 15, 2026, March 15, 2027, March 15, 2028 and March 15, 2029. |
| 11. Reflects securities held directly by a grantor retained annuity trust (the "trust"), of which the Reporting Person is the trustee and annuitant and over which securities the Reporting Person maintains indirect beneficial ownership. As of the date of this Form 4, these options have not been exercised and remain held by the trust. |
| 12. Reflects securities held directly by David M. Cote 2018 Revocable Trust, of which the Reporting Person is the trustee. As of the date of this Form 4, these options have not been exercised and remain held by David M. Cote 2018 Revocable Trust. |
| /s/ Eric Broxterman, as attorney-in-fact | 12/09/2025 | |
| ** 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. | ||