Reports › VRT › 10-K FY2025

SEC filings, compared

What changed in Vertiv Holdings's 10-K for the fiscal year ended December 31, 2025

Compared with the 10-K for the fiscal year ended December 31, 2024. Item 1A and Item 7 analysed; every summary checked against the quoted filing text.

Registrant: Vertiv Holdings Co · VRT
This filing: 0001674101-26-000008 ↗ · filed Feb 13, 2026
Compared with: 0001628280-25-005905 ↗ · filed Feb 18, 2025
Processed: Sep 20, 2026 UTC · parser-v5 · classify-v4 · select-v1

Research tool. Describes what filings say. Not investment advice. Verify independently. Read the cited paragraph before relying on it.

How a report is made

114 material changes among 162 changed paragraphs

18 shown by default across the three sections below; each section's "Show all" reaches the rest, in filing order.

Numbers from XBRL

Each figure is the one the filing itself tagged, taken from the filing that reported it. Not written by a model.

Concept	FY2025	FY2024	Change (our arithmetic)
Revenueus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax	10,229,900,000USD · Jan 1, 2025 to Dec 31, 2025	8,011,800,000USD · Jan 1, 2024 to Dec 31, 2024	+2,218,100,000+27.7%
Net income or lossus-gaap:NetIncomeLoss	1,332,800,000USD · Jan 1, 2025 to Dec 31, 2025	495,800,000USD · Jan 1, 2024 to Dec 31, 2024	+837,000,000+168.8%
Cash and cash equivalentsus-gaap:CashAndCashEquivalentsAtCarryingValue	1,728,400,000USD · at Dec 31, 2025	1,227,600,000USD · at Dec 31, 2024	+500,800,000+40.8%
Net cash from operating activitiesus-gaap:NetCashProvidedByUsedInOperatingActivities	2,113,800,000USD · Jan 1, 2025 to Dec 31, 2025	1,319,300,000USD · Jan 1, 2024 to Dec 31, 2024	+794,500,000+60.2%

Values as tagged in the filing's inline XBRL, resolved by accession rather than by period matching. When a value is not tagged, we show that instead of estimating it. FY2025: 0001674101-26-000008 · FY2024: 0001628280-25-005905

What the company says for the first time

Paragraphs with no counterpart in the prior filing.

23 material additions

Item 1A · Risk Factors

3 of 6 shown · Ordered by the model, quote-checked

01AddedItem 1A › Risks Related to Our Financial Position, Investments and Indebtedness › Our business plan may be dependent on access to funding through the capital markets.

Summary · quote-checked

Added a risk disclosure that acquisitions and debt refinancing may depend on capital-market access and bank credit lines.

The new paragraph identifies funding dependencies and capital-market volatility that could affect borrowing costs and access, adding substantive liquidity and refinancing risk.

Why the model ranked it here

Clients should read this because it identifies dependence on capital-market access and bank credit lines to fund acquisitions and refinance maturing debt, creating a direct liquidity and refinancing risk.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[added] Our ability to make strategic acquisitions and refinance maturing debt obligations may require access to the capital markets and sufficient bank credit lines to support short-term borrowings. Volatility in the capital markets may increase costs associated with issuing other debt instruments, or may affect our ability to access those markets. Any decline in the ratings of our corporate credit or any indications from the rating agencies that their ratings on our corporate credit are under surveillance or review with possible negative implications could adversely impact our ability to access capital. If we are unable to continue to access the capital markets, our ability to effectively execute strategic acquisitions or refinance maturing debt obligations could be adversely affected, which could have a material adverse effect on our business and financial results. Additionally, if our customers, suppliers or financial institutions are unable to access the capital markets to meet their commitments to us, our business and financial results could be adversely impacted.

Cite this change

"Our ability to make strategic acquisitions and refinance maturing debt obligations may require access to the capital markets and sufficient bank credit lines to support short-term borrowings. Volatility in the capital markets may increase costs associated with issuing other debt instruments, or may affect our ability to access those markets. Any decline in the"

Vertiv Holdings, Form 10-K for FY2025, Item 1A, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

02AddedItem 1A › Risks Related to Our Financial Position, Investments and Indebtedness › Our current or future levels of indebtedness could adversely affect our financial condition and prevent us from making payments on our debt obligations.

Summary · quote-checked

Added disclosure that additional debt could intensify existing risks and impair the company’s ability to meet debt obligations.

The new paragraph introduces a debt-related risk involving increased exposure and potential inability to satisfy obligations, changing the disclosed risk substance.

Why the model ranked it here

Clients should read this because additional borrowing could intensify existing financial risks and impair the company’s ability to meet its debt obligations.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

Our level of indebtedness could have important consequences, including making it more difficult for us to satisfy our obligations; increasing our vulnerability to adverse economic and industry conditions; limiting our ability to obtain additional financing for future working capital, capital expenditures, raw materials, strategic acquisitions and other general corporate requirements; exposing us to interest rate fluctuations because the interest on the debt under the Senior Secured Credit Facilities is imposed, and debt under any future debt agreements may be imposed, at variable rates, which may affect the yield requirements of investors who invest in our shares, adversely impacting the price of our shares and our ability to issue equity or incur additional debt; requiring us to dedicate a portion of our cash flow from operations to payments on our debt (including interest and scheduled repayments on the outstanding term loan borrowings under the Term Loan Facility, interest payments on the Notes or any future debt agreements with similar requirements), thereby reducing the availability of our cash flow for operations and other purposes; making it more difficult for us to satisfy our obligations to our lenders, resulting in possible defaults on and acceleration of such indebtedness; limiting our ability to refinance indebtedness or increasing the associated costs; requiring us to sell assets to reduce debt or influencing our decision about whether to do so; limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate or preventing us from carrying out capital spending that is necessary or important to our growth strategy and efforts to improve operating margins of our business; and placing us at a competitive disadvantage compared to any competitors that have less debt or comparable debt at more favorable terms and that, as a result, may be better positioned to withstand economic downturns. [added] In addition, if we add new debt to our current debt levels, the related risks that we now face could intensify and we may not be able to meet all our respective debt obligations.

Cite this change

"In addition, if we add new debt to our current debt levels, the related risks that we now face could intensify and we may not be able to meet all our respective debt obligations."

Vertiv Holdings, Form 10-K for FY2025, Item 1A, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

03AddedItem 1A › Risks Related to Our Business Operations › We are subject to various changes in costs of production, including some that are beyond our control, the impacts of which may be exacerbated if we fail to properly manage our supply chain and inventory.

Summary · quote-checked

Added a risk concerning increased demand, production capacity, material supply, contract penalties, reputational damage, lost revenue and market share.

The new paragraph discloses substantive risks and potential obligations arising from unexpected orders, inability to satisfy demand, and failure to obtain materials.

Why the model ranked it here

Clients should read this because unexpected demand and insufficient materials or execution could create contractual penalties, liquidated damages, or other claims.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[added] • Increasing Demand - As the demand for our products increases, or if we experience unexpected large orders, we will need to increase production and obtain sufficient supply of materials. If we fail to meet this increased customer demand in a timely manner, or at all, of if we fail to obtain the necessary raw materials or otherwise satisfy the performance obligations in our contracts related to these orders, we could be subject to penalty provisions, liquidated damages or other claims. Additionally, our reputation and customer relationships could be damaged and we could lose revenue and market share.

Cite this change

"If we fail to meet this increased customer demand in a timely manner, or at all, of if we fail to obtain the necessary raw materials or otherwise satisfy the performance obligations in our contracts related to these orders, we could be subject to penalty provisions, liquidated damages or other claims."

Vertiv Holdings, Form 10-K for FY2025, Item 1A, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

Show all 6 in Item 1A (3 more, in filing order)

Item 7 · MD&A

5 of 17 shown · Ordered by the model, quote-checked

01AddedItem 7 › Outlook and Trends

Summary · quote-checked

Added disclosure that tariffs, geopolitical conditions, inflation and recessionary pressures could affect operations and financial performance.

The new paragraph identifies specific macroeconomic pressures, affected business conditions and ongoing mitigation efforts, adding substantive outlook and risk disclosure.

Why the model ranked it here

Clients should read this because it identifies broad macroeconomic pressures that could materially affect demand, supply chains, labor markets, financing conditions, and financial performance.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[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 2026 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.

Cite this change

"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 2026 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."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

02AddedItem 7 › Outlook and Trends

Summary · quote-checked

Added disclosure of the August 2025 acquisition of Great Lakes for approximately $200 million and its expanded infrastructure capabilities.

The new paragraph discloses a specific acquisition, consideration, strategic capabilities, and expanded manufacturing capacity, introducing substantive transaction and dependency information.

Why the model ranked it here

Clients should read this because the acquisition changes the company’s infrastructure capabilities, manufacturing footprint, and strategic exposure to AI and high-density computing markets.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[added] In addition to organic capacity growth, we expanded our solution capabilities through strategic acquisitions aligned with demand trends. In August 2025, we acquired the Great Lakes Data Racks & Cabinets family of companies ("Great Lakes") for approximately $200 million, which enhances our rack, cabinet and integrated white-space infrastructure offerings, strengthening our position in delivering comprehensive solutions for AI, high-density computing, edge and hyperscale environments. Great Lakes' manufacturing operations in the U.S. and Europe broaden our execution capacity and accelerate the availability of pre-engineered rack and integrated infrastructure systems that address market needs for performance, scalability, and faster time to deployment.

Cite this change

"In August 2025, we acquired the Great Lakes Data Racks & Cabinets family of companies ("Great Lakes") for approximately $200 million, which enhances our rack, cabinet and integrated white-space infrastructure offerings, strengthening our position in delivering comprehensive solutions for AI, high-density computing, edge and hyperscale environments."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

03AddedItem 7 › Outlook and Trends

Summary · quote-checked

Added disclosure of strategic measures to mitigate the financial and operational impacts of new and proposed tariffs.

The paragraph introduces tariff-related exposure and specific mitigation efforts involving manufacturing, sourcing, trade agreements, and pricing decisions.

Why the model ranked it here

Clients should read this because the company now identifies tariff exposure and specific changes to manufacturing, sourcing, trade agreements, and pricing as mitigation measures.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[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.

Cite this change

"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."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

04AddedItem 7 › Outlook and Trends

Summary · quote-checked

Added disclosure describing acquisitions, including PurgeRite, and their effects on thermal services, software, automation, and infrastructure capabilities.

The new paragraph discloses a specific acquisition and associated capabilities, services, and operational benefits, adding substantive information about the company’s activities and offerings.

Why the model ranked it here

Clients should read this because the acquisition adds thermal-services capabilities and expands the company’s role in liquid-cooled and hybrid cooling applications.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[added] We have continued to enhance these capabilities through targeted investments and acquisitions. These acquisitions strengthen our software and automation capabilities, enabling advanced analytics, orchestration, and AI-driven insights across complex infrastructure environments. For example, our acquisition of Purge Rite Intermediate, LLC ("PurgeRite") in December 2025 expands our thermal services capabilities, supporting system cleanliness, reliability, and performance, particularly in liquid-cooled and hybrid cooling applications. Refer to "Note 2 - Acquisitions" for additional information on this acquisition. Together, these investments support our integrated systems-level approach and strengthen the value proposition of our services offering.

Cite this change

"For example, our acquisition of Purge Rite Intermediate, LLC ("PurgeRite") in December 2025 expands our thermal services capabilities, supporting system cleanliness, reliability, and performance, particularly in liquid-cooled and hybrid cooling applications."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

05AddedItem 7 › Outlook and Trends

Summary · quote-checked

New paragraph discloses partnerships with NVIDIA, Oklo and Caterpillar involving AI infrastructure, alternative energy, distributed generation and backup power.

The paragraph adds substantive partnership, capability and future power-supply disclosures, including dependencies and planned infrastructure activities, rather than merely rephrasing existing content.

Why the model ranked it here

Clients should read this because the disclosed partnerships introduce dependencies and initiatives involving AI infrastructure, alternative energy, distributed generation, and future data-center power needs.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[added] Our partnership with NVIDIA supports the development of advanced power and thermal infrastructure aligned with next-generation AI and high-performance computing architectures, while our collaboration with Oklo reflects exploration of alternative energy solutions that could support future data center power requirements. In addition, our partnership with Caterpillar strengthens our capabilities in distributed power generation and backup solutions for critical infrastructure applications.

Cite this change

"Our partnership with NVIDIA supports the development of advanced power and thermal infrastructure aligned with next-generation AI and high-performance computing architectures, while our collaboration with Oklo reflects exploration of alternative energy solutions that could support future data center power requirements."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

06AddedItem 7 › Outlook and Trends

Summary · quote-checked

New disclosure of a 215,000-square-foot manufacturing facility added in 2024 to expand modular infrastructure production and accelerate customer deployments.

The paragraph introduces a new manufacturing facility, expanded production footprint and operational capabilities, representing a substantive change in disclosed capacity and infrastructure dependencies.

Why the model ranked it here

Clients should read this because the new facility expands domestic manufacturing capacity for modular infrastructure and may affect the company’s ability to meet customer deployments.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[added] We expanded our domestic infrastructure solutions manufacturing footprint in 2024 with the addition of a 215,000-square-foot facility in Pelzer, South Carolina. This facility accelerates production of modular solutions, integrated power systems and other prefabricated infrastructure, enabling customers to reduce installation time and rapidly scale deployments.

Cite this change

"We expanded our domestic infrastructure solutions manufacturing footprint in 2024 with the addition of a 215,000-square-foot facility in Pelzer, South Carolina."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

07AddedItem 7 › Outlook and Trends

Summary · quote-checked

Added disclosure of a new manufacturing facility and test laboratory in Pune, India, expanding cooling-product production and customer service capabilities.

The paragraph introduces a new facility, production capability, and operational expansion, representing substantive new disclosure rather than recurring wording or boilerplate.

Why the model ranked it here

Clients should read this because the new facility and laboratory expand thermal-management production and customer-service capabilities in an additional geography.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[added] To further support growth in thermal management solutions, we opened a new state-of-the-art manufacturing facility and test laboratory in Pune, India in 2024. This site significantly enhances our ability to produce a broad range of cooling products - from in-row and wall-mount units to large direct expansion and free-cooling systems - while serving both domestic and global customers.

Cite this change

"To further support growth in thermal management solutions, we opened a new state-of-the-art manufacturing facility and test laboratory in Pune, India in 2024."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

08AddedItem 7 › Outlook and Trends

Summary · quote-checked

Added an outlook statement describing planned global capacity investment to support geographic presence, operational resiliency, and scalable response to demand.

The new paragraph discloses an investment plan and operational dependency tied to customer requirements and demand, adding substantive outlook content rather than rephrasing existing disclosure.

Why the model ranked it here

Clients should read this because the company signals continued global capacity investment as a dependency for geographic coverage, operational resilience, and responsiveness to demand.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[added] Looking ahead, we anticipate continuing to invest in capacity globally to ensure that we provide the geographic presence and operational resiliency our customers require, with the ability to rapidly scale in response to evolving demand.

Cite this change

"Looking ahead, we anticipate continuing to invest in capacity globally to ensure that we provide the geographic presence and operational resiliency our customers require, with the ability to rapidly scale in response to evolving demand."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

09AddedItem 7 › Outlook and Trends

Summary · quote-checked

Added discussion of standardized infrastructure solutions, product offerings, deployment efficiency, and reduced reliance on scarce skilled labor.

The new paragraph introduces specific solutions and describes operational benefits and reduced skilled-labor reliance, adding substantive business dependencies and capabilities to the MD&A outlook.

Why the model ranked it here

Clients should read this because standardized and factory-integrated offerings are intended to improve deployment execution while reducing reliance on scarce skilled labor.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[added] We continue to invest in prefabricated, factory-integrated, and standardized infrastructure solutions designed to reduce on-site complexity and improve deployment efficiency. Our SmartRun overhead infrastructure portfolio accelerates data center build-outs through pre-engineered and modular power, busway, and integrated infrastructure solutions, enabling faster installation, improved quality, and greater scalability. In addition, Vertiv OneCore provides a standardized, repeatable architecture that integrates power, thermal, racks, software, and services into a unified systems framework, supporting consistent deployment and scalability across customer environments. These solutions shift a greater portion of engineering, assembly, and validation into the factory, reducing on-site installation complexity and reliance on scarce skilled labor, while improving deployment speed, consistency, and execution certainty.

Cite this change

"We continue to invest in prefabricated, factory-integrated, and standardized infrastructure solutions designed to reduce on-site complexity and improve deployment efficiency. Our SmartRun overhead infrastructure portfolio accelerates data center build-outs through pre-engineered and modular power, busway, and integrated infrastructure solutions, enabling faster installation, improved quality, and greater scalability. In addition, Vertiv OneCore provides a standardized, repeatable architecture that integrates power, thermal, racks, software, and services into a unified systems framework, supporting consistent deployment and scalability across customer environments. These solutions shift a greater portion of engineering, assembly, and validation into the factory, reducing on-site installation complexity and reliance on scarce skilled labor, while improving deployment speed, consistency, and execution certainty."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

10AddedItem 7 › Critical Accounting Estimates

Summary · quote-checked

Adds disclosure describing sales reductions for discounts, incentives, rebates and returns, including the estimation methods used for rebates and returns.

The new paragraph discloses substantive revenue-related estimates and return obligations, rather than merely rephrasing presentation or calculation mechanics.

Why the model ranked it here

Clients should read this because the disclosure identifies customer discounts, incentives, rebates, and returns as reductions to sales and highlights related estimation obligations.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[added] We record reductions to sales for prompt payment discounts, customer and distributor incentives including rebates, and returns at the time of the initial sale. Rebates are estimated based on sales terms, historical experience, trend analysis, and projected market conditions in the various markets served. Returns are estimated at the time of the sale primarily based on historical experience and recorded gross on the consolidated balance sheet.

Cite this change

"We record reductions to sales for prompt payment discounts, customer and distributor incentives including rebates, and returns at the time of the initial sale."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

11AddedItem 7 › Outlook and Trends

Summary · quote-checked

Added an outlook statement describing growing services opportunities tied to reliability, performance optimization, lifecycle management, AI, and high-density computing.

The new paragraph introduces substantive business opportunities and demand drivers, including increasingly complex infrastructure and AI-related services needs, rather than merely rephrasing existing content.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[added] • Strengthened Services Capabilities: We continue to see attractive opportunities in our services business as customers increasingly prioritize reliability, performance optimization, and lifecycle management across more complex and mission-critical digital infrastructure environments. The growth of AI and high-density computing is further increasing the importance of services that support uptime, efficiency, and long-term system performance.

Cite this change

"• Strengthened Services Capabilities: We continue to see attractive opportunities in our services business as customers increasingly prioritize reliability, performance optimization, and lifecycle management across more complex and mission-critical digital infrastructure environments. The growth of AI and high-density computing is further increasing the importance of services that support uptime, efficiency, and long-term system performance."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

12AddedItem 7 › Outlook and Trends

Summary · quote-checked

Added disclosure describing a services portfolio increasingly focused on software-enabled and data-driven capabilities across customer infrastructure lifecycles.

The new paragraph introduces substantive information about service offerings, strategic emphasis and customer engagement, rather than merely updating wording, dates or formatting.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[added] Our services portfolio spans project-based and lifecycle offerings with an increasing emphasis on software-enabled and data-driven capabilities that allow us to engage earlier in the deployment cycle and remain embedded throughout the operational life of customer infrastructure.

Cite this change

"Our services portfolio spans project-based and lifecycle offerings with an increasing emphasis on software-enabled and data-driven capabilities that allow us to engage earlier in the deployment cycle and remain embedded throughout the operational life of customer infrastructure."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

13AddedItem 7 › Outlook and Trends

Summary · quote-checked

Added disclosure describing strategic partnerships and investment opportunities to enhance technology capabilities and support scalable infrastructure solutions.

The new paragraph introduces strategic partnerships and investments as dependencies or initiatives tied to technology capabilities and evolving customer requirements, adding substantive MD&A disclosure.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[added] • Strategic Partnerships: We continue to pursue strategic partnerships and investment opportunities that enhance our technology capabilities and support the delivery of scalable, resilient infrastructure solutions as customer requirements evolve. As data center and critical infrastructure environments become more power-dense and complex, collaboration across the ecosystem is increasingly important to meeting performance, efficiency, and reliability needs.

Cite this change

"• Strategic Partnerships: We continue to pursue strategic partnerships and investment opportunities that enhance our technology capabilities and support the delivery of scalable, resilient infrastructure solutions as customer requirements evolve. As data center and critical infrastructure environments become more power-dense and complex, collaboration across the ecosystem is increasingly important to meeting performance, efficiency, and reliability needs."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

14AddedItem 7 › Outlook and Trends

Summary · quote-checked

Added statement describing partnerships supporting Vertiv’s systems-level approach and integrated infrastructure solutions.

The new paragraph discloses partnerships as supporting operational capabilities and solution delivery, introducing a substantive dependency or business relationship statement.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[added] Collectively, these partnerships support Vertiv's systems-level approach and enhance our ability to deliver integrated solutions across power, thermal, and digital infrastructure.

Cite this change

"Collectively, these partnerships support Vertiv's systems-level approach and enhance our ability to deliver integrated solutions across power, thermal, and digital infrastructure."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

15AddedItem 7 › Outlook and Trends

Summary · quote-checked

Added an MD&A outlook discussion describing customers’ growing emphasis on rapid deployment, geographic scalability, consistency, and execution certainty.

The new paragraph introduces substantive customer priorities and digital infrastructure trends, rather than merely updating wording, dates, or formatting.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[added] • Need for Speed and Scale: As digital infrastructure requirements continue to accelerate-particularly for AI and high-density computing-customers are increasingly prioritizing speed of deployment and the ability to scale reliably across geographies. Time-to-market, consistency, and execution certainty have become critical decision factors as customers seek to bring capacity online faster while managing growing system complexity.

Cite this change

"• Need for Speed and Scale: As digital infrastructure requirements continue to accelerate-particularly for AI and high-density computing-customers are increasingly prioritizing speed of deployment and the ability to scale reliably across geographies."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

16AddedItem 7 › Outlook and Trends

Summary · quote-checked

Added an outlook statement linking Vertiv’s capabilities to faster, scalable customer deployments amid continued demand growth.

The new paragraph introduces a substantive systems capability and positive demand outlook, rather than merely rephrasing or rolling forward existing disclosure.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[added] Together, these capabilities support Vertiv's systems-level approach and enhance our ability to help customers deploy critical infrastructure faster, at scale, and with greater predictability as demand continues to grow.

Cite this change

"Together, these capabilities support Vertiv's systems-level approach and enhance our ability to help customers deploy critical infrastructure faster, at scale, and with greater predictability as demand continues to grow."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

17AddedItem 7 › Critical Accounting Estimates

Summary · quote-checked

Added disclosure on sales commission expense treatment and accounting for standard and separately priced warranties.

The new paragraph introduces accounting treatments and obligations concerning commissions and warranties, including capitalization and revenue-recognition practices; its substance was not present previously.

Filing text · FY2024 10-K · filed Feb 18, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Feb 13, 2026

[added] Sales commissions are expensed when the amortization period is less than a year and are generally not capitalized as they are typically earned at the completion of the contract when the customer is invoiced or when the customer pays Vertiv. We typically offer warranties that are consistent with standard warranties in the jurisdictions where we sell our goods and services. Our warranties are generally assurance type warranties for which we promise that our goods and services meet contract specifications. In limited circumstances, we sell warranties that extend the warranty coverage beyond the standard coverage offered on specific products. Sales for these separately-priced warranties are recorded based on their stand-alone selling price and are recognized as revenue over the length of the warranty period.

Cite this change

"Sales commissions are expensed when the amortization period is less than a year and are generally not capitalized as they are typically earned at the completion of the contract when the customer is invoiced or when the customer pays Vertiv."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

Show fewer in Item 7

What the company no longer says

Paragraphs of the prior filing that this filing dropped. Only last year's text can show these.

15 material removals

Item 1A · Risk Factors

5 of 15 shown · Ordered by the model, quote-checked

01RemovedItem 1A › Risks Related to Our Financial Position, Investments and Indebtedness › The presence of a material weakness in internal control over financial reporting could result in material misstatements in our financial statements.

Summary · quote-checked

A disclosure about past and potential future material weaknesses in internal control over financial reporting was removed.

The removed paragraph disclosed a specific financial-reporting control risk and uncertainty about future material weaknesses, changing the substance of the risk disclosure.

Why the model ranked it here

The removal eliminates disclosure of prior and potential future weaknesses in financial reporting controls, which directly affects confidence in reported information.

Filing text · FY2024 10-K · filed Feb 18, 2025

[removed] As of December 31, 2024 management has concluded that the Company's internal control over financial reporting was effective. Notwithstanding this conclusion, we have had material weaknesses in the past, and we cannot assure you that we will not have additional material weaknesses in our internal control over financial reporting in the future.

Filing text · FY2025 10-K · filed Feb 13, 2026

No corresponding language in the FY2025 10-K.

Cite this change

"Notwithstanding this conclusion, we have had material weaknesses in the past, and we cannot assure you that we will not have additional material weaknesses in our internal control over financial reporting in the future."

Vertiv Holdings, Form 10-K for FY2024, Item 1A, accession 0001628280-25-005905, filed 18 February 2025.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/vrt-20241231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

02RemovedItem 1A › Risks Related to Our Financial Position, Investments and Indebtedness › Restrictive covenants in the credit agreements governing the Senior Secured Credit Facilities, the indenture governing the Notes, and any future debt agreements, could restrict our operating flexibility.

Summary · quote-checked

A risk disclosure about restrictive debt covenants limiting subsidiaries’ actions and operating flexibility was removed.

The removed paragraph described obligations and constraints under credit agreements and the Notes, including limits on operations and business opportunities; dropping this debt-covenant risk changes disclosed substance.

Why the model ranked it here

The removal obscures debt-covenant constraints that can limit subsidiaries’ operating flexibility and business actions.

Filing text · FY2024 10-K · filed Feb 18, 2025

[removed] The credit agreements governing the Senior Secured Credit Facilities and the indenture governing the Notes contain covenants that limit certain of our subsidiaries' ability to take certain actions. These restrictions may limit our ability to operate our businesses, and may prohibit or limit our ability to enhance our operations or take advantage of potential business opportunities as they arise.

Filing text · FY2025 10-K · filed Feb 13, 2026

No corresponding language in the FY2025 10-K.

Cite this change

"The credit agreements governing the Senior Secured Credit Facilities and the indenture governing the Notes contain covenants that limit certain of our subsidiaries' ability to take certain actions."

Vertiv Holdings, Form 10-K for FY2024, Item 1A, accession 0001628280-25-005905, filed 18 February 2025.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/vrt-20241231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

03RemovedItem 1A › Risks Related to Our Financial Position, Investments and Indebtedness › Despite our current levels of indebtedness, we have the ability to incur more indebtedness, which could further intensify the risks described above.

Summary · quote-checked

Removed disclosure that the company could incur additional debt and increase or draw upon its revolving credit facility.

The removed paragraph disclosed borrowing capacity and potential increases in indebtedness, changing the stated liquidity and leverage-related disclosure.

Why the model ranked it here

The removal conceals the company’s ability to increase borrowings, which changes the disclosed leverage and liquidity exposure.

Filing text · FY2024 10-K · filed Feb 18, 2025

[removed] We may be able to incur additional debt in the future and the terms of the credit agreements governing the Senior Secured Credit Facilities and the indenture governing the Notes will not prohibit us from doing so subject to certain limitations. We have the ability to draw upon the undrawn portion of our $800.0 ABL Revolving Credit Facility (subject to customary borrowing base and other conditions, and subject to separate sublimits for letters of credit, swingline borrowings and borrowings made to certain non-U.S. subsidiaries) and the ability to increase the aggregate availability thereunder by up to $200.0 (subject to receipt of commitments and satisfaction of certain other conditions). We also have the ability to draw upon the uncommitted accordion provided under the Term Loan Facility (subject to the receipt of commitments and satisfaction of certain other conditions), which, as of the date of closing of the Term Loan Facility, permitted incremental term loans thereunder or certain equivalent debt outside of the Term Loan Facility documentation of up to (i) the greater of $325.0 and 60% of "Consolidated EBITDA" (as defined in the Term Loan Facility), plus (ii) the sum of all voluntary prepayments, repurchases and redemptions of the Term Loan Facility and certain permitted indebtedness that is secured on a pari passu basis with the Term Loan Facility, in each case, to the extent not financed with the incurrence of certain additional long-term indebtedness, plus (iii) an unlimited amount so long as, on a pro forma basis (x) with respect to indebtedness secured on a pari passu basis with the Term Loan Facility, the "Consolidated First Lien Net Leverage Ratio" (as defined in the Term Loan Facility) of Vertiv Group (as defined herein) and its restricted subsidiaries would not exceed 3.75:1.00 and (y) with respect to indebtedness incurred outside of the Term Loan Facility documentation and secured on a junior basis with the Term Loan Facility or unsecured, the "Consolidated Total Net Leverage Ratio" (as defined in the Term Loan Facility) of Vertiv Group (as defined herein) and its restricted subsidiaries would not exceed, subject to certain exceptions, 5.25:1.00. If new debt is added to our current debt levels, the related risks that we now face could intensify and we may not be able to meet all our respective debt obligations. In addition, the credit agreements governing the Senior Secured Credit Facilities and the indenture governing the Notes do not prevent us from incurring obligations that do not constitute indebtedness under those agreements.

Filing text · FY2025 10-K · filed Feb 13, 2026

No corresponding language in the FY2025 10-K.

Cite this change

"We may be able to incur additional debt in the future and the terms of the credit agreements governing the Senior Secured Credit Facilities and the indenture governing the Notes will not prohibit us from doing so subject to certain limitations."

Vertiv Holdings, Form 10-K for FY2024, Item 1A, accession 0001628280-25-005905, filed 18 February 2025.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/vrt-20241231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

04RemovedItem 1A › Risks Related to Our Financial Position, Investments and Indebtedness › Despite our current levels of indebtedness, we have the ability to incur more indebtedness, which could further intensify the risks described above.

Summary · quote-checked

Removed disclosure describing available incremental borrowing capacity and the risk that additional debt could intensify existing risks and impair debt repayment ability.

The removed paragraph disclosed a debt-incurrence capacity, leverage-ratio conditions, and associated risks to meeting debt obligations, changing the stated indebtedness exposure.

Why the model ranked it here

The removal eliminates disclosure of substantial incremental borrowing capacity and the risk that additional debt could impair debt repayment.

Filing text · FY2024 10-K · filed Feb 18, 2025

We may be able to incur additional debt in the future and the terms of the credit agreements governing the Senior Secured Credit Facilities and the indenture governing the Notes will not prohibit us from doing so subject to certain limitations. We have the ability to draw upon the undrawn portion of our $800.0 ABL Revolving Credit Facility (subject to customary borrowing base and other conditions, and subject to separate sublimits for letters of credit, swingline borrowings and borrowings made to certain non-U.S. subsidiaries) and the ability to increase the aggregate availability thereunder by up to $200.0 (subject to receipt of commitments and satisfaction of certain other conditions). [removed] We also have the ability to draw upon the uncommitted accordion provided under the Term Loan Facility (subject to the receipt of commitments and satisfaction of certain other conditions), which, as of the date of closing of the Term Loan Facility, permitted incremental term loans thereunder or certain equivalent debt outside of the Term Loan Facility documentation of up to (i) the greater of $325.0 and 60% of "Consolidated EBITDA" (as defined in the Term Loan Facility), plus (ii) the sum of all voluntary prepayments, repurchases and redemptions of the Term Loan Facility and certain permitted indebtedness that is secured on a pari passu basis with the Term Loan Facility, in each case, to the extent not financed with the incurrence of certain additional long-term indebtedness, plus (iii) an unlimited amount so long as, on a pro forma basis (x) with respect to indebtedness secured on a pari passu basis with the Term Loan Facility, the "Consolidated First Lien Net Leverage Ratio" (as defined in the Term Loan Facility) of Vertiv Group (as defined herein) and its restricted subsidiaries would not exceed 3.75:1.00 and (y) with respect to indebtedness incurred outside of the Term Loan Facility documentation and secured on a junior basis with the Term Loan Facility or unsecured, the "Consolidated Total Net Leverage Ratio" (as defined in the Term Loan Facility) of Vertiv Group (as defined herein) and its restricted subsidiaries would not exceed, subject to certain exceptions, 5.25:1.00. If new debt is added to our current debt levels, the related risks that we now face could intensify and we may not be able to meet all our respective debt obligations. In addition, the credit agreements governing the Senior Secured Credit Facilities and the indenture governing the Notes do not prevent us from incurring obligations that do not constitute indebtedness under those agreements.

Filing text · FY2025 10-K · filed Feb 13, 2026

No corresponding language in the FY2025 10-K.

Cite this change

"We also have the ability to draw upon the uncommitted accordion provided under the Term Loan Facility (subject to the receipt of commitments and satisfaction of certain other conditions), which, as of the date of closing of the Term Loan Facility, permitted incremental term loans thereunder or certain equivalent debt outside of the Term Loan Facility documentation of up to (i) the greater of $325.0 and 60% of "Consolidated EBITDA" (as defined in the Term Loan Facility), plus (ii) the sum of all voluntary prepayments, repurchases and redemptions of the Term Loan Facility and certain permitted indebtedness that is secured on a pari passu basis with the Term Loan Facility, in each case, to the extent not financed with the incurrence of certain additional long-term indebtedness, plus (iii) an unlimited amount so long as, on a pro forma basis (x) with respect to indebtedness secured on a pari passu basis with the Term Loan Facility, the "Consolidated First Lien Net Leverage Ratio" (as defined in the Term Loan Facility) of Vertiv Group (as defined herein) and its restricted subsidiaries would not exceed 3.75:1.00 and (y) with respect to indebtedness incurred outside of the Term Loan Facility documentation and secured on a junior basis with the Term Loan Facility or unsecured, the "Consolidated Total Net Leverage Ratio" (as defined in the Term Loan Facility) of Vertiv Group (as defined herein) and its restricted subsidiaries would not exceed, subject to certain exceptions, 5.25:1.00. If new debt is added to our current debt levels, the related risks that we now face could intensify and we may not be able to meet all our respective debt obligations."

Vertiv Holdings, Form 10-K for FY2024, Item 1A, accession 0001628280-25-005905, filed 18 February 2025.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/vrt-20241231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

05RemovedItem 1A › Risks Related to Our Financial Position, Investments and Indebtedness › Despite our current levels of indebtedness, we have the ability to incur more indebtedness, which could further intensify the risks described above.

Summary · quote-checked

Removed disclosure that the company could incur obligations not classified as indebtedness under its credit agreements and Notes indenture.

The removed sentence described a contractual limitation and financing dependency, so the disclosure of borrowing capacity and related obligations changed substantively.

Why the model ranked it here

The removal obscures the ability to incur obligations outside the indebtedness restrictions in the company’s financing agreements.

Filing text · FY2024 10-K · filed Feb 18, 2025

We may be able to incur additional debt in the future and the terms of the credit agreements governing the Senior Secured Credit Facilities and the indenture governing the Notes will not prohibit us from doing so subject to certain limitations. We have the ability to draw upon the undrawn portion of our $800.0 ABL Revolving Credit Facility (subject to customary borrowing base and other conditions, and subject to separate sublimits for letters of credit, swingline borrowings and borrowings made to certain non-U.S. subsidiaries) and the ability to increase the aggregate availability thereunder by up to $200.0 (subject to receipt of commitments and satisfaction of certain other conditions). We also have the ability to draw upon the uncommitted accordion provided under the Term Loan Facility (subject to the receipt of commitments and satisfaction of certain other conditions), which, as of the date of closing of the Term Loan Facility, permitted incremental term loans thereunder or certain equivalent debt outside of the Term Loan Facility documentation of up to (i) the greater of $325.0 and 60% of "Consolidated EBITDA" (as defined in the Term Loan Facility), plus (ii) the sum of all voluntary prepayments, repurchases and redemptions of the Term Loan Facility and certain permitted indebtedness that is secured on a pari passu basis with the Term Loan Facility, in each case, to the extent not financed with the incurrence of certain additional long-term indebtedness, plus (iii) an unlimited amount so long as, on a pro forma basis (x) with respect to indebtedness secured on a pari passu basis with the Term Loan Facility, the "Consolidated First Lien Net Leverage Ratio" (as defined in the Term Loan Facility) of Vertiv Group (as defined herein) and its restricted subsidiaries would not exceed 3.75:1.00 and (y) with respect to indebtedness incurred outside of the Term Loan Facility documentation and secured on a junior basis with the Term Loan Facility or unsecured, the "Consolidated Total Net Leverage Ratio" (as defined in the Term Loan Facility) of Vertiv Group (as defined herein) and its restricted subsidiaries would not exceed, subject to certain exceptions, 5.25:1.00. If new debt is added to our current debt levels, the related risks that we now face could intensify and we may not be able to meet all our respective debt obligations. [removed] In addition, the credit agreements governing the Senior Secured Credit Facilities and the indenture governing the Notes do not prevent us from incurring obligations that do not constitute indebtedness under those agreements.

Filing text · FY2025 10-K · filed Feb 13, 2026

No corresponding language in the FY2025 10-K.

Cite this change

"In addition, the credit agreements governing the Senior Secured Credit Facilities and the indenture governing the Notes do not prevent us from incurring obligations that do not constitute indebtedness under those agreements."

Vertiv Holdings, Form 10-K for FY2024, Item 1A, accession 0001628280-25-005905, filed 18 February 2025.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000162828025005905/vrt-20241231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

Show all 15 in Item 1A (10 more, in filing order)

What the company says differently

Paragraphs that changed between the two filings, shown as a word diff.

76 material changes

Item 1A · Risk Factors

3 of 49 shown · Ordered by the model, quote-checked

01ChangedItem 1A › Risks Related to Our Financial Position, Investments and Indebtedness › The presence of a material weakness in internal control over financial reporting could result in material misstatements in our financial statements.

Summary · quote-checked

Added management’s conclusion that controls were effective as of December 31, 2025, while disclosing past weaknesses and risk of future weaknesses.

The added disclosure changes the stated control status and expressly acknowledges historical and potential future material weaknesses, altering the internal-control risk described.

Why the model ranked it here

This materially changes the control picture by stating that internal controls are effective while preserving explicit exposure to past and future material weaknesses.

Filing text · FY2024 10-K · filed Feb 18, 2025

Filing text · FY2025 10-K · filed Feb 13, 2026

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual consolidated financial statements will not be prevented or detected on a timely basis.[added] As of December 31, 2025 management has concluded that the Company's internal control over financial reporting was effective. Notwithstanding this conclusion, we have had material weaknesses in the past, and we cannot provide assurance that we will not have additional material weaknesses in our internal control over financial reporting in the future.

Cite this change

"As of December 31, 2025 management has concluded that the Company's internal control over financial reporting was effective. Notwithstanding this conclusion, we have had material weaknesses in the past, and we cannot provide assurance that we will not have additional material weaknesses in our internal control over financial reporting in the future."

Vertiv Holdings, Form 10-K for FY2025, Item 1A, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

02ChangedItem 1A › Risks Related to Our Customers and Our Industry › We may not realize all of the sales expected from our backlog of orders and contracts.

Summary · quote-checked

Backlog amounts increased, the expected delivery window changed from one year to 12 to 18 months, and the pricing-delay description was revised.

The changed backlog amounts and delivery horizon alter the stated scale and timing of the customer-order exposure; the pricing language is also substantively shortened.

Why the model ranked it here

This changes the stated scale and delivery horizon of customer orders, making backlog timing and execution risk materially different.

Filing text · FY2024 10-K · filed Feb 18, 2025

Our backlog consists of the value of product and service orders for which ~~[removed] we have received~~ a customer purchase order or purchase commitment ~~[removed] and which have~~ not yet been delivered. As of December 31, ~~[removed] 2024 and 2023,~~ Vertiv's estimated combined order backlog was ~~[removed] $7.2~~ billion and ~~[removed] $5.5~~ billion, respectively. The majority of our combined backlog is considered firm and expected to be delivered within ~~[removed] one year.~~ Our customers have the right in some circumstances, usually with penalties or other termination consequences, to reduce or defer firm orders in backlog. If customers terminate, reduce or defer firm orders, the revenue we expect to generate from our backlog may not be fully realized. [removed] Additionally, because of our significant backlog, there may be significant delays between the time that we alter the prices we charge customers for our offerings and new orders and the time such price changes are reflected in our financial results.

Filing text · FY2025 10-K · filed Feb 13, 2026

Our backlog consists of the value of product and service orders for which a customer purchase order or purchase commitment [added] is received, but has not yet been delivered. As of December 31, [added] 2025 and 2024, Vertiv's estimated combined order backlog was [added] approximately $15.0 billion and [added] $7.2 billion, respectively. The majority of our combined backlog is considered firm and expected to be delivered within [added] 12 to 18 months. Our customers have the right in some circumstances, usually with penalties or other termination consequences, to reduce or defer firm orders in backlog. If customers terminate, reduce or defer firm orders, the revenue we expect to generate from our backlog may not be fully realized. [added] Also, due to our large backlog, pricing changes may take longer to be reflected in our financial results.

Cite this change

"As of December 31, 2025 and 2024, Vertiv's estimated combined order backlog was approximately $15.0 billion and $7.2 billion, respectively. The majority of our combined backlog is considered firm and expected to be delivered within 12 to 18 months."

Vertiv Holdings, Form 10-K for FY2025, Item 1A, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

03ChangedItem 1A › Risks Related to Our Financial Position, Investments and Indebtedness › Our current or future levels of indebtedness could adversely affect our financial condition and prevent us from making payments on our debt obligations.

Summary · quote-checked

The disclosure replaces quantified debt and undrawn commitments with a current-date reference and discussion of potential additional debt and related credit agreement limitations.

The paragraph changes the disclosed debt exposure and adds a future borrowing possibility plus terms governing whether additional debt may be incurred.

Why the model ranked it here

This changes the debt disclosure by introducing the ability to borrow further and highlighting contractual limits that govern additional borrowing.

Filing text · FY2024 10-K · filed Feb 18, 2025

We have debt, including existing outstanding indebtedness ~~[removed] under the Term Loan Facility (as defined herein). As~~ of December 31, [removed] 2024, we had approximately $2,097.0 of senior secured indebtedness outstanding under the Term Loan Facility, $850.0 of Senior Secured Notes due 2028 (the "Notes") outstanding and $784.9 of undrawn commitments (which undrawn commitments are available subject to customary borrowing base and other conditions), and subject to separate sublimits for letters of credit, swingline borrowings and borrowings made to certain non-U.S. subsidiaries) under the ABL Revolving Credit Facility (as defined herein) (net of letters of credit outstanding in the aggregate principal amount of $15.1, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility), which, if drawn would constitute senior secured indebtedness.

Filing text · FY2025 10-K · filed Feb 13, 2026

We have debt, including existing outstanding indebtedness [added] as of December 31, [added] 2025, as detailed elsewhere in this Annual Report. Further, we may be able to incur additional debt in the future and the terms of the credit agreements governing the Senior Secured Credit Facilities and the indenture governing the Notes will not prohibit us from doing so subject to certain limitations.

Cite this change

"Further, we may be able to incur additional debt in the future and the terms of the credit agreements governing the Senior Secured Credit Facilities and the indenture governing the Notes will not prohibit us from doing so subject to certain limitations."

Vertiv Holdings, Form 10-K for FY2025, Item 1A, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

Show all 49 in Item 1A (46 more, in filing order)

Item 7 · MD&A

2 of 27 shown · Ordered by the model, quote-checked

01SplitItem 7 › Capital Resources and Liquidity

Summary · quote-checked

The disclosure reports the Term Loan maturity extending from 2027 to 2032 and adds the amendment’s execution date.

This changes the stated debt maturity and identifies a specific amendment event, altering the disclosed obligation rather than merely restructuring the paragraph.

Why the model ranked it here

The Term Loan maturity extension changes the timing of a major debt obligation and reflects a specific amendment to the company’s financing structure.

Filing text · FY2024 10-K · filed Feb 18, 2025

We, through our subsidiaries, are party to certain indebtedness arrangements, including the Senior Secured ~~[removed] Notes,~~ due 2028, with an outstanding principal amount of $850.0 as of December 31, ~~[removed] 2024~~ (the "Notes"), the Term ~~[removed] Loan, due 2027,~~ with an outstanding principal amount of ~~[removed] $2,097.0~~ as of December 31, ~~[removed] 2024~~ (the "Term Loan"), and the ABL Revolving Credit ~~[removed] Facility,~~ due 2029, ~~[removed] with a maturity date extended through an amendment in 2024,~~ providing up to $800.0 of revolving borrowings, 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 December 31, ~~[removed] 2024~~ (the "ABL Revolving Credit Facility" and collectively with the Term Loan, the "Senior Secured Credit Facilities"). See "Note 6 - Debt" of the consolidated financial statements for more detailed discussion of the material terms of the Notes and the Senior Secured Credit Facilities.

Filing text · FY2025 10-K · filed Feb 13, 2026

We, through our subsidiaries, are party to certain indebtedness arrangements, including the Senior Secured [added] Notes due 2028, with an outstanding principal amount of $850.0 as of December 31, [added] 2025 (the "Notes"), the Term [added] Loan due 2032, with an outstanding principal amount of [added] $2,076.1 as of December 31, [added] 2025 (the "Term Loan"), and the ABL Revolving Credit [added] Facility due 2029, providing up to $800.0 of revolving borrowings, 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 December 31, [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. See "Note 6 - Debt" of the consolidated financial statements for more detailed discussion of the material terms of the Notes and the Senior Secured Credit Facilities.

Cite this change

"Our Term Loan's maturity was extended from 2027 to 2032 through an amendment which was executed on August 12, 2025."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

02ChangedItem 7 › Capital Resources and Liquidity

Summary · quote-checked

Reported capital expenditures increased, and the projected range rose with an added explanation tied to capacity expansion.

The changed figures and added capacity-expansion rationale alter the stated level and purpose of planned investment, substantively changing the company’s capital-resource outlook.

Why the model ranked it here

The higher capital-spending outlook and capacity-expansion rationale materially change the company’s expected investment needs and use of cash.

Filing text · FY2024 10-K · filed Feb 18, 2025

~~[removed] Capital Expenditures:~~ Our capital expenditures are primarily related to the maintenance of our long-term assets, as well as the investment in projects, such as capacity and facility expansion, that support growth and innovation to further our enterprise strategy. Our capital expenditures (including capitalized software) were ~~[removed] approximately $184.1 in 2024.~~ We expect to have capital expenditures (including capitalized software) of ~~[removed] $250 to $300 in 2025.~~

Filing text · FY2025 10-K · filed Feb 13, 2026

Our capital expenditures are primarily related to the maintenance of our long-term assets, as well as the investment in projects, such as capacity and facility expansion, that support growth and innovation to further our enterprise strategy. Our capital expenditures (including capitalized software) were [added] $226.4 in 2025. We expect to have capital expenditures (including capitalized software) of [added] $425 to $525 in 2026 in order to support capacity expansion across the business.

Cite this change

"Our capital expenditures (including capitalized software) were $226.4 in 2025. We expect to have capital expenditures (including capitalized software) of $425 to $525 in 2026 in order to support capacity expansion across the business."

Vertiv Holdings, Form 10-K for FY2025, Item 7, accession 0001674101-26-000008, filed 13 February 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1674101/000167410126000008/vrt-20251231.htm

Comparison: https://yearover.com/reports/vrt/0001674101-26-000008?ref=quote

Show all 27 in Item 7 (25 more, in filing order)

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