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Vertiv Holdings Co.

12/22/2025 | Press release | Distributed by Public on 12/22/2025 19:00

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
FRADIN ROGER
2. Issuer Name and Ticker or Trading Symbol
Vertiv Holdings Co [VRT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O VERTIV HOLDINGS CO, 505 N. CLEVELAND AVE
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025
(Street)
WESTERVILLE, OH 43082
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 12/19/2025 G 18,313(1) D $ 0 0 D
Class A Common Stock 12/19/2025 G 18,313(1) A $ 0 18,313 I By R VRT GRAT 2025 II
Class A Common Stock 12/19/2025 G 18,313(2) D $ 0 0 I By spouse
Class A Common Stock 12/19/2025 G 18,313(2) A $ 0 18,313 I By S VRT GRAT 2025 II
Class A Common Stock 109,167 I By R VRT GRAT 2025
Class A Common Stock 109,166 I By S VRT GRAT 2025
Class A Common Stock 50,000 I By R VRT GRAT 2024 II
Class A Common Stock 50,000 I By S VRT GRAT 2024 II
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRADIN ROGER
C/O VERTIV HOLDINGS CO
505 N. CLEVELAND AVE
WESTERVILLE, OH 43082
X

Signatures

/s/ Eric Boxterman, as attorney-in-fact 12/22/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Reporting Person previously directly beneficially owned these shares of Class A Common Stock. On December 19, 2025, the Reporting Person gifted the Class A Common Stock to the R VRT GRAT 2025 II, of which the Reporting Person is the trustee and annuitant and which is for the benefit of the Reporting Person and the Reporting Person's children, and over which securities the Reporting Person maintains indirect beneficial ownership. As of the date of this Form 4, these securities have not been sold and remain held by the R VRT GRAT 2025 II.
(2) The Reporting Person?s spouse previously directly beneficially owned these shares of Class A Common Stock. On December 19, 2025, the Reporting Person?s spouse gifted the Class A Common Stock to the S VRT GRAT 2025 II, of which the Reporting Person's spouse is the trustee and annuitant and which is for the benefit of the Reporting Person's spouse and the Reporting Person's children, and over which securities the Reporting Person maintains indirect beneficial ownership. As of the date of this Form 4, these securities have not been sold and remain held by the S VRT GRAT 2025 II.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Vertiv Holdings Co. published this content on December 22, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 23, 2025 at 01:00 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]