DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement

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☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a–12

Vertiv Holdings Co

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

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☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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2026 Proxy Statement and Notice of Annual Meeting of Stockholders June 17, 2026 at 11:00 a.m. (Eastern Time) via live webcast at the following address www.virtualshareholdermeeting.com/VRT2026

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Vertiv Holdings Co

505 N. Cleveland Avenue

Westerville, Ohio 43082

April 24, 2026

Annual Meeting of Stockholders – June 17, 2026

Dear Stockholder,

On behalf of the Board of Directors of Vertiv Holdings Co (“Vertiv”), I am pleased to invite you to participate in Vertiv’s 2026 Annual Meeting of Stockholders on June 17, 2026, at 11 a.m. Eastern time. The meeting will be virtual and can be accessed via live webcast at the following address www.virtualshareholdermeeting.com/VRT2026.

We encourage you to review the proxy statement, which contains important information about the stockholder meeting, our nominees for election to our Board of Directors, and executive compensation, among other important disclosures.

Whether or not you plan to participate in the meeting, it is important that your shares be represented. Please vote your shares via the internet, the toll-free telephone number provided or, if you received a paper copy of a proxy card or voter instruction form by mail, you may vote your shares by completing, signing, dating, and returning your proxy card or voter instruction form in the postage-paid envelope.

We value you as one of our stockholders, we appreciate your investment in Vertiv, and we welcome your participation in our upcoming stockholder meeting.


		Kind regards,


		David M. Cote Executive Chairman of the Board

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Notice of Annual Meeting of Stockholders

To be held on June 17, 2026

11:00 a.m. (ET)

Notice is hereby given that the 2026 annual meeting of stockholders (the “Annual Meeting”) of Vertiv Holdings Co, a Delaware corporation (the “Company,” “Vertiv” or “we”), will be held on June 17, 2026 at 11:00 a.m. (Eastern Time), via live webcast at the following address www.virtualshareholdermeeting.com/VRT2026. We are holding the meeting for the following purposes:

1.	Election of Directors. Elect eleven director nominees to our Board of Directors, each for a term of one year expiring at the 2027 annual meeting of stockholders and until such director’s successor has been duly elected and qualified;

2.	Say-On-Pay. Approve, on an advisory basis, the 2025 compensation of our named executive officers as disclosed in the accompanying proxy statement; and

3.	Independent Auditor. Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Only stockholders of record as of the close of business on April 20, 2026 (the “Record Date”) will be entitled to virtually attend or vote at the Annual Meeting or any adjournment or postponement thereof.

To facilitate voting, Internet and telephone voting are available. The instructions for voting are on the proxy card. If you hold your shares through a bank, broker, or other holder of record, please follow the voter instruction form you received from the holder of record.

The 2026 Annual Meeting will be virtual. You may attend the Annual Meeting and vote your shares electronically during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/VRT2026. You will need the 16-digit control number that is printed on your proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials, to enter the Annual Meeting. Vertiv recommends that you log in 15 minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts.

Your vote is important. Please act as soon as possible to vote your shares, whether or not you plan to virtually attend the Annual Meeting. Additionally, please mark, sign, date, and return the accompanying proxy card or voter instruction form in the postage-paid envelope or vote by telephone or via the Internet. Instructions are included on your proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials.

April 24, 2026





		Stephanie L. Gill Chief Legal Officer and Corporate Secretary

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These materials were first sent or made available to shareholders on April 24, 2026.

Table of Contents


PROXY SUMMARY			1

GENERAL INFORMATION			6

PROPOSAL 1: ELECTION OF DIRECTORS			10

Nominees for Election			10

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			16

Board Composition			16
Director Independence			16
Board of Directors Leadership Structure			16
Board of Directors Role in Risk Oversight			17
Attendance at Board of Directors and Committee Meetings and Annual Meeting			18
Board Committees			18
Policy Regarding Director Nominations			20
Communication with the Board of Directors			21
Code of Conduct			21
Director Compensation			21
Insider Trading Policy for Employees, Officers and Directors; Prohibition on Hedging			23

DIRECTORS AND EXECUTIVE OFFICERS			24

EXECUTIVE COMPENSATION			27

Compensation Discussion and Analysis			27

COMPENSATION TABLES			39

Summary Compensation Table			39
Grants of Plan-Based Awards in Fiscal 2025			40
Understanding Our Summary Compensation Table and Grants of Plan-Based Awards in Fiscal 2025 Table			40
Outstanding Equity Awards at 2025 Fiscal Year-End			41
Option Exercises and Stock Vested During Fiscal 2025			42
Potential Payments Upon Termination or Change in Control			42
CEO Pay Ratio			45
Pay versus Performance			46
Equity Compensation Plan Information			49

PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS			50

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			51

INFORMATION REGARDING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			52

Pre-Approval Policy			52
Fees			52
Audit Fees			52
Audit-Related Fees			52
Tax Fees			52
All Other Fees			52

AUDIT COMMITTEE REPORT			53

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			54

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			56

Related Party Transactions Policies and Procedures			56
Business Combination			56
Other Related Party Transactions			56
Delinquent Section 16(a) Reports			56

ADDITIONAL INFORMATION			57

List of Stockholders of Record			57
Submission of Stockholder Proposals at Next Year’s Annual Meeting			57
Consideration of Stockholder-Recommended Director Nominees			57
Stockholder Communications with the Board of Directors			57
Note About Forward-Looking Statements			58

ANNEX A NON-GAAP FINANCIAL MEASURES			59

Reconciliation of Non-GAAP Financial Measures			60

- 2026 Proxy Statement ^| i

PROXY SUMMARY

This Proxy Summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. Please read the entire proxy statement carefully before voting.

Meeting Details



• Time and Date:		June 17, 2026 (11:00 a.m. Eastern Time)

• Place:		Virtual Meeting (see www.virtualshareholdermeeting.com/VRT2026)

• Record Date:		April 20, 2026

• Voting:		Stockholders of Vertiv as of the Record Date are entitled to vote. Each share of Vertiv Class A common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted upon at the Annual Meeting.

Meeting Agenda


Item	Proposal	Board’s Voting Recommendation	Page Reference

➊	Election of Directors Elect eleven director nominees to our Board of Directors, each for a term of one year expiring at the 2027 annual meeting of stockholders and until such director’s successor has been duly elected and qualified;	FOR (each nominee)	10

➋	Say-on-Pay Approve, on an advisory basis, the 2025 compensation of our named executive officers as disclosed in the accompanying proxy statement; and	FOR	50

➌	Independent Auditor Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.	FOR	51

2025 Performance

2025 was a year of strong execution and market leadership. We capitalized on unprecedented demand for AI and high-performance compute infrastructure, delivering exceptional financial performance while expanding capacity, deepening strategic partnerships, and strengthening our technology leadership. The numbers tell a compelling story: net sales reached $10.2 billion, up 28% year-over-year. Operating profit jumped 34% to $1.8 billion. Adjusted operating margin expanded 100 basis points to 20.4% — demonstrating our ability to scale profitably. Operating cash flow increased 60% to $2.1 billion and adjusted free cash flow increased 66% to $1.9 billion, providing significant financial flexibility. Our backlog reached $15.0 billion at year-end, up 109% year-over-year. These numbers reflect our customers’ confidence in our ability to deliver the infrastructure that AI demands.

We stand at the center of the industry’s transformation, positioned to deliver sustained value creation for our shareholders, customers, and employees while maintaining our leadership in technological innovation.

- 2026 Proxy Statement ^| 1

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Strategic Compensation-Related and Other Actions to Position Us for Long-Term Growth

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Capacity and Technology Expansion. We invested in capacity expansion to meet current and anticipated customer demand. We expanded our global footprint and scaled our services capabilities to over 5,000 field service engineers worldwide. As AI and high-performance compute continue transforming the data center industry, we invested heavily in innovation — ER&D spending grew 20% in 2025. We launched breakthrough solutions including Vertiv^™ OneCore, our complete converged data center infrastructure solution, and Vertiv^™ SmartRun, our prefabricated whitespace infrastructure that accelerates data hall fit-out. We expanded our liquid cooling and thermal management technologies to serve next-generation AI applications.

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Strategic Acquisitions. We deployed approximately $1.2 billion for strategic acquisitions while maintaining our strong balance sheet. Great Lakes expanded our customized racks and cabinets capabilities for AI infrastructure. Waylay strengthened our digital services with AI-enabled advanced monitoring. PurgeRite enhanced our specialized fluid management capabilities for liquid cooling systems. Each acquisition deepened our capabilities and strengthened our portfolio.

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Strategic Partnerships. We deepened collaboration with NVIDIA on next-generation AI infrastructure and 800 VDC power architectures. We partnered with Caterpillar and Oklo on on-site power generation for gigawatt-scale AI infrastructure, reducing deployment timelines from years to months. These partnerships address critical industry challenges and position us to enable the infrastructure that AI demands.


2 ^\|				- 2026 Proxy Statement

Compensation Packages Are Strongly Aligned with Stockholder Interests

The following charts show the mix of the primary compensation elements for 2025 for our CEO and our other NEOs, including salary, target annual cash incentive, annual long-term incentive awards granted during the year (in the form of stock options) and other benefits.⁽¹⁾ As reflected in the charts below, we have structured executive compensation, particularly for the CEO, to be performance-based and aligned with stockholder value.

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(1)	Excludes our new CFO given his start date late in the year. Long-Term Incentive reflects equity awards actually granted during 2025, not any modifications, and does not include the one-time performance equity award to Mr. Armul.

CEO Compensation Is Focused on Variable Pay

Mr. Albertazzi’s primary compensation for 2025 is summarized below. The determination of the cash bonus based on performance is further described below. As further described below, our CEO’s compensation for 2025 is reflective of the Compensation Committee’s review of his leadership and execution of our strategic initiatives, including technology and innovation development, capacity and capabilities expansion, strategic acquisitions that enhanced our capabilities, product, and service offerings, and improved operational performance (such as tariff and inflation mitigation, supplier resiliency, VOS) that is delivering robust value to shareholders, as well as considerations around his total compensation within our Compensation Peer Group.

See also the “Compensation Discussion and Analysis” below for a discussion of considerations in approving his increased compensation for 2025.


2025 CEO Compensation

Base Salary (as of 12/31/25)			$1,300,000

Target Cash Bonus (as % of Base Salary)			150%

Actual Cash Bonus (for 2025 performance)			$4,000,000

Approximate Grant Date Fair Value of Annual Equity Awards Granted			$13.04 M

Corporate Governance Highlights

✓	Annual Full Board Elections. We provide for director elections on an annual basis to provide our stockholders with regular input on the composition of our Board of Directors.

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Separate Chairman and CEO Roles. We believe that, at this time, our continuing separation of the roles of CEO and Chairman enables the Board of Directors to effectively exercise its role in oversight of Vertiv while allowing our CEO to focus on the management of the day-to-day conduct of our business. See “Board of Directors Leadership Structure” below for further information.

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Code of Conduct. We have a code of conduct that applies to all our directors, officers and other employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The code of conduct, along with other corporate governance documents, is available on our website, https://investors.vertiv.com/corporate-governance/documents/default.aspx.

✓	No Poison Pill. Vertiv does not maintain a poison pill or stockholder rights plan.

- 2026 Proxy Statement ^| 3

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Robust Stock Ownership Guidelines. We require executive officers and directors to hold meaningful amounts and values of stock and to meet certain other guidelines, as further set forth below under “Stock Ownership Guidelines for Company Officers and Directors.” Further, the Company adopted a “no sale” restriction that restricts an executive officer from selling stock until such officer has met or exceeds ownership guidelines. All of our executive officers and directors have met or are anticipated to meet these guidelines within the applicable time period.

✓	Prohibition of Hedging and Pledging. Our insider trading policy prohibits our officers, directors and employees from hedging or pledging our shares.

Commitment to Responsible Business Initiatives

In 2025, we continued to strengthen and improve our responsible business program and advance our efforts through a range of responsible business initiatives. In particular:

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Reporting — We issued our fourth annual Responsible Business Report in 2025, which was aligned to certain elements of the Sustainability Accounting Standards Board (“SASB”) and Global Reporting Initiative (“GRI”) frameworks, as well as select United Nations Sustainable Development Goals (“UNSDGs”) that we view as most relevant to our business.

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Governance — We continued to hold ourselves to high governance standards. In 2025, our Responsible Business Steering Committee continued to enhance and further develop our responsible business strategies, evaluate related disclosure frameworks for public reporting, and keep our Board of Directors apprised of various responsible business topics.

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Responsible Products and Solutions — We continued our technology innovation, and developed products, services, and solutions that helped enable our customers to meet their energy and water efficiency and environmental-related objectives across increasingly high-density and AI-enabled digital infrastructure environments. Our portfolio includes integrated power, thermal, and modular infrastructure solutions designed to support higher efficiency, improved resource utilization, and flexible deployment. These include advanced power systems and battery energy storage solutions, liquid and hybrid cooling technologies, modular and prefabricated infrastructure platforms, and system-level monitoring and controls that help optimize performance across the full data center lifecycle.

Our approach to meeting our customers’ demands for scalable, reliable digital infrastructure, while helping them manage environmental impacts, rests on five key principles that guide product and technology development and delivery:

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High efficiency: Designing products and solutions that improve energy, water, materials, and carbon efficiency.

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High reliability: Building resilient, durable, and serviceable equipment to support long-term operational performance.

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Low impact: Reducing environmental impacts across product design, materials, and manufacturing processes.

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Low touch: Enabling remote troubleshooting, diagnostics, and digital services to reduce maintenance-related impacts.

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Circular economy: Supporting the reuse, refurbishment, and recycling of equipment and materials at end of life.

SEC Form DEF 14A filed by Vertiv Holdings LLC