What changed in Vertiv Holdings's 10-Q for the quarter ended September 30, 2025

[added] • Trade and Economic Uncertainty: The global trade and economic environment continues to evolve rapidly with the imposition of new U.S tariffs and retaliatory tariffs being imposed by foreign countries. In response to these escalating pressures and the geopolitical and macroeconomic uncertainties surrounding global supply chains and customer demand, we continue to pursue our supply chain strategy of supplier and geographic resilience. This includes, but is not limited to, continuing to add regional sourcing and manufacturing capabilities and capacity to complement our existing global supply chain. We're strengthening our supply base and manufacturing footprint in the US and other strategic jurisdictions around the world as part of our overall capacity strategy to grow with customer demand in the US and other jurisdictions.

[added] The imposition of U.S. tariffs and foreign country retaliatory tariffs, or the proposed imposition of additional or similar tariffs, in jurisdictions where we have manufacturing facilities or where our clients operate will increase our cost of doing business and could significantly impact our financial performance.

[added] We are continually analyzing and implementing strategic measures in an effort to minimize the financial and operational impacts of the new and proposed tariffs on our business operations, including, but not limited to, continued expansion of domestic manufacturing, alternative sourcing of components and parts regionally, increased sourcing of components and parts that qualify under applicable trade agreements, and continued evaluation of our ability to incorporate tariff impacts into pricing decisions for our products and services.

[added] We are also continually monitoring the evolving macroeconomic environment, including monitoring inflationary and recessionary pressures resulting from the ongoing tariffs and geopolitical climate. These additional pressures could significantly impact the labor markets, exchange rates, customer demand, supply chain, capital markets and other economic conditions in the jurisdictions we operate throughout 2025 and beyond. As we monitor this ever-changing situation, we have been adjusting, and will continue to adjust, our operational plans in an effort to mitigate the impact of these pressures on our business and financial performance.

[added] We have expanded our rack and cabinet solutions capabilities through the strategic acquisition of Great Lakes for approximately $200 million, completed on August 20, 2025. This acquisition strengthens Vertiv's position in delivering integrated infrastructure solutions for data centers and critical digital environments, particularly in addressing the growing demands of AI and high-density computing applications.

[added] • Recent U.S. Tax Legislation: On July 4, 2025, H.R.1, also known as the One Big Beautiful Bill Act or "OBBBA", was enacted into law in the U.S. OBBBA extends some existing tax provisions set to expire beginning in 2026 while introducing or repealing other tax provisions. Pending further regulatory guidance, we do not anticipate the enacted changes to have a material impact on our financial position.

We, through our subsidiaries, are party to certain indebtedness arrangements, including the Senior Secured Notes due 2028, with an outstanding principal amount of $850.0 as of September 30, [added] 2025 (the "Notes"), the Term Loan due [added] 2032, with an outstanding principal amount of [added] $2,081.3 as of September 30, [added] 2025 (the "Term Loan"), and the ABL Revolving Credit [added] Facility, due 2029, providing up to [added] $800.0 of revolving borrowings, [added] with separate sublimits for letters of credit and swingline borrowings and an uncommitted accordion of up to $200.0, for which none was outstanding as of September 30, [added] 2025 (the "ABL Revolving Credit Facility" and collectively with the Term Loan, the "Senior Secured Credit Facilities"). [added] Our Term Loan's maturity was extended from 2027 to 2032 through an amendment which was executed on August 12, 2025.

At September 30, [added] 2025, we had [added] $1,396.0 in cash and cash [added] equivalents and $544.6 in short-term investments, which includes amounts held outside of the U.S., primarily in Europe and Asia. Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. We are not asserting indefinite reinvestment of cash or outside basis for our non-U.S. subsidiaries due to the outstanding debt obligations in instances where alternative repatriation options, other than dividends, are not available. At September 30, [added] 2025, Vertiv had [added] $782.8 of availability (subject to customary borrowing base and other conditions) under the ABL Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of [added] $17.2, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility.

Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the [added] then outstanding private warrants. The change in fair value of the outstanding [added] private warrants during the first nine months of 2024 resulted in a loss of [added] $269.2. The change in fair value of these [added] warrants was the result of changes in market prices of our common [added] stock, and other observable inputs deriving the value of the financial [added] instruments. On December 6, 2024, Cote SPAC I LLC elected to exercise the remaining 5,266,667 outstanding private warrants on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 4,812,521 shares of Class A common stock. As of September 30, 2025, there were [added] no private warrants outstanding.

Net cash provided by operating activities was [added] $1,134.9 in the first nine months of [added] 2025, a $240.8 increase in cash generation compared to the first nine months of [added] 2024. Net income from operations of [added] $887.2 included $356.5 of net non-cash expense items, consisting of depreciation and amortization of [added] $220.3, deferred taxes of $92.2, non-cash stock-based compensation expense of [added] $38.7, and amortization of debt discount and issuance costs of [added] $5.3. Trade working capital [added] utilized $140.7 in the first nine months of [added] 2025 compared to [added] $69.2 provided in the first nine months of [added] 2024.