Form 8-K
8-K — Vertiv Holdings Co
Accession: 0001628280-26-067393
Filed: 2026-10-27
Period: 2026-10-27
CIK: 0001674101
SIC: 3679 (ELECTRONIC COMPONENTS, NEC)
Item: Completion of Acquisition or Disposition of Assets
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — vrt-20261027.htm (Primary)
EX-99.1 (exhibit991vrt-q42026102720.htm)
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8-K
8-K (Primary)
Filename: vrt-20261027.htm · Sequence: 1
vrt-20261027
0001674101FALSE00016741012026-10-272026-10-27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 27, 2026
VERTIV HOLDINGS CO
Exact name of registrant as specified in its charter
Delaware 001-38518 81-2376902
(State or other Jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)
505 N. Cleveland Ave, Westerville, Ohio 43082
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 614-888-0246
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A common stock, $0.0001 par value per share VRT New York Stock Exchange
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets
On October 27, 2026 (the “Closing Date”) Vertiv Corporation, an Ohio corporation (“Buyer”) and subsidiary of Vertiv Holdings Co, a Delaware corporation (the “Company”) completed the acquisition (the “Acquisition”) of Utility Innovation Holdings, Inc., a Delaware corporation (“UIG”), pursuant to the merger of Vultra Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of Buyer, with and into UIG, with UIG being the surviving corporation and becoming a wholly-owned subsidiary of Buyer following the merger. Total consideration paid by Buyer in the Acquisition was: (i) approximately $1.45 billion in upfront cash at closing, subject to customary adjustments for working capital, indebtedness and transaction expenses, plus (ii) additional potential cash consideration of up to $1.15 billion, payable in 2 tranches if earned, which potential additional consideration will be calculated based on the achievement of certain earnings before interest, depreciation, and amortization (EBITDA) targets of the acquired business, as set forth in the previously announced Agreement and Plan of Merger, dated as of September 1, 2026, by and between Buyer, Merger Sub and UIG (the “Merger Agreement”). UIG provides microgrid solutions, advanced power controls and behind-the-meter power architecture design for data centers.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 on the Company’s Current Report on Form 8-K filed on September 2, 2026 and incorporated herein by reference. The Merger Agreement governs the contractual rights between the parties in relation to the Acquisition. The Merger Agreement is not intended to provide, modify or supplement any information about the Company, Buyer, Merger Sub or UIG or any of their respective subsidiaries or affiliates, or their respective businesses. In particular, the Merger Agreement is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company, Buyer, Merger Sub or UIG. The representations and warranties contained in the Merger Agreement have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to contractual standards of materiality that may be different from those generally applicable under the securities laws. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information.
Item 7.01 Regulation FD
On October 27, 2026, the Company issued a press release announcing the completion of the Acquisition of UIG. The full text of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein. This information, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 (d) Financial Statements and Exhibits
Exhibit No. Exhibit Description
99.1
Press release of Vertiv Holdings Co, dated October 27, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 27, 2026 Vertiv Holdings Co
/s/ Craig Chamberlin
Name: Craig Chamberlin
Title: Chief Financial Officer
EX-99.1
EX-99.1
Filename: exhibit991vrt-q42026102720.htm · Sequence: 2
Document
Vertiv Completes Acquisition of UtilityInnovation Group
~$1.45 billion acquisition expected to expand Vertiv’s addressable opportunity in power-constrained data centers
UIG’s proven team and proprietary technology add microgrid controls, onsite generation orchestration, microgrid-specific switchgear and behind-the-meter power architecture to Vertiv’s portfolio
Extends Vertiv’s power and cooling portfolio from grid interconnect to chip, independent of any single generation technology or supplier
COLUMBUS, Ohio (October 27, 2026) — Vertiv Holdings Co. (NYSE: VRT) (“Vertiv”), a global leader in critical digital infrastructure, today announced its wholly-owned subsidiary, Vertiv Corporation, has completed its acquisition of Utility Innovation Holdings, Inc., which operates as UtilityInnovation Group (“UIG”) for approximately $1.45 billion in upfront cash. The transaction includes additional contingent consideration of up to $1.15 billion in cash based on achieving certain earnings before interest, taxes, depreciation and amortization (“EBITDA”) targets over 12- and 24-month periods.
At the approximately $1.45 billion purchase price, the acquisition represents approximately 13x expected UIG 2027 EBITDA. The EBITDA multiple is anticipated to be significantly lower if the full earnout is paid. Vertiv expects the acquisition to be accretive to adjusted earnings per share in the first year following completion.
UIG is a leader in microgrid solutions, advanced power controls and behind-the-meter power architecture design for data centers. The acquisition extends Vertiv upstream to the grid interconnect, adding microgrid controls, onsite generation and energy storage orchestration, and behind-the-meter power architecture. These capabilities are expected to help data center operators secure power faster as grid constraints increasingly limit AI infrastructure deployment.
“We are pleased to welcome the UIG team to Vertiv,” said Vertiv CEO Giordano Albertazzi. “As AI data center operators work to accelerate deployment in an increasingly power-constrained environment, access to power has become a critical competitive advantage. With UIG now part of Vertiv, we can extend our capabilities upstream to the utility interconnect and onsite power sources, creating a coordinated solution, from behind-the-meter power generation to chip, that helps customers achieve faster time to power without tying them to a single generation technology or supplier.”
The Vertiv and UIG combination is expected to give customers greater flexibility in how they source, manage and scale power as data center requirements evolve by:
•Accelerating access to power to ease or eliminate dependence on utility interconnection timelines,
•Enabling Behind the Meter (BTM) site capacity to scale beyond what the grid alone can provide, and
•Providing a single accountable relationship from grid interconnect through rack-level infrastructure.
“UIG is excited to advance its mission to solve the power constraints that are slowing AI data center development,” said Sidney Hinton, Founder and CEO of UIG. “As part of Vertiv, we will be able to bring our microgrid and behind-the-meter power expertise to a broader set of customers globally, helping accelerate deployment of the critical infrastructure needed to support the growth of AI.”
J.P. Morgan Securities LLC acted as financial advisor to Vertiv, and Buchanan Ingersoll & Rooney PC served as legal counsel. Morgan Stanley & Co. LLC acted as financial advisor to UIG, and Davis Polk & Wardwell LLP served as legal counsel.
For more information about Vertiv’s end-to-end portfolio of power and thermal management systems, infrastructure solutions and lifecycle services, visit vertiv.com.
About Vertiv Holdings Co.
Vertiv Holdings Co. (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.
Category: Financial News
About UIG
Founded in 2020, UIG is headquartered in Raleigh, North Carolina, with European headquarters in Dublin, Ireland, and manufacturing operations in North Carolina and New Jersey. The company designs and delivers power systems that support real-time load and frequency balancing across behind-the-meter systems and utility-connected energy resources, helping address the power demands of AI data center workloads. Its solutions include proprietary controls software, customized microgrid switchgear and energy storage.
Forward-looking statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27 of the Securities Act, and Section 21E of the Securities Exchange Act. These statements are only a prediction. Actual events or results may differ materially from those in the forward-looking statements set forth herein. Readers are referred to Vertiv’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q for a discussion of these and other important risk factors concerning Vertiv and its operations. Those risk factors and risks related to the transaction, among others, could cause actual results to differ materially from historical performance and include, but are not limited to: the successful integration of UIG; expected expenses related to the integration; the possible diversion of management time on issues related to the integration; the ability of Vertiv to maintain relationships with customers and suppliers of UIG; the ability of Vertiv to retain management and key employees of
UIG; and whether Vertiv would realize anticipated synergies and accretion contemplated by the acquisition. Vertiv is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE: Vertiv Holdings Co
For investor inquiries, please contact:
Lynne Maxeiner
Vice President, Global Treasury & Investor Relations
Vertiv
E: lynne.maxeiner@vertiv.com
For media inquiries, please contact:
Ruder Finn for Vertiv
E: Vertiv@ruderfinn.com
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Oct. 27, 2026
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