DEBT

3 Months Ended

Mar. 31, 2026

(6) DEBT

Long-term debt, net, consisted of the following as of March 31, 2026 and December 31, 2025:


	March 31, 2026		December 31, 2025
Term Loan due 2032 at 5.61% at December 31, 2025	$	—	$	2,076.1
Senior Secured Notes due 2028 at 4.125% at both March 31, 2026 and December 31, 2025	850.0		850.0

Senior Notes due 2036 at 4.850% at March 31, 2026	600.0		—
Senior Notes due 2046 at 5.650% at March 31, 2026	500.0		—
Senior Notes due 2056 at 5.800% at March 31, 2026	500.0		—
Senior Notes due 2066 at 5.950% at March 31, 2026	500.0		—
Unamortized discount and issuance costs	(27.8)		(13.1)
	2,922.2		2,913.0
Less: current portion	—		(20.9)
Total long-term debt, net of current portion	$	2,922.2	$	2,892.1

Senior Notes

On March 3, 2026, Vertiv Holdings Co (the “Issuer”) issued $2,100.0 in aggregate principal amount of senior unsecured notes consisting of $600.0 aggregate principal amount of 4.850% Senior Notes due 2036 (the “2036 Notes”), $500.0 aggregate principal amount of 5.650% Senior Notes due 2046 (the “2046 Notes”), $500.0 aggregate principal amount of 5.800% Senior Notes due 2056 (the “2056 Notes”) and $500.0 aggregate principal amount of 5.950% Senior Notes due 2066 (the “2066 Notes” and, together with the 2036 Notes, the 2046 Notes and the 2056 Notes, the “Senior Notes”). The Company used the net proceeds from the sale of the Senior Notes, together with cash on hand, to repay in full all outstanding indebtedness under its Term Loan Credit Agreement, dated as of March 2, 2020 (as amended, the “Term Loan Credit Agreement”), among Vertiv Group Corporation, as borrower, the guarantors party thereto, the lenders party thereto, and Citibank, N.A., as administrative agent and collateral agent and to pay related fees and expenses.

The Senior Notes were issued under an Indenture, dated as of March 3, 2026 (the “Base Indenture”), as amended and supplemented by a First Supplemental Indenture, dated as of March 3, 2026 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Senior Notes Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. Interest on the Senior Notes is payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2026. Each tranche of the Senior Notes mature on March 15 in their respective year of maturity.

The Senior Notes are senior unsecured obligations of the Issuer and rank equally in right of payment with all of the Issuer’s other senior unsecured indebtedness from time to time outstanding, senior in right of payment to all of the Issuer’s subordinated indebtedness from time to time outstanding, and structurally junior to all of the indebtedness and other liabilities of the Issuer’s subsidiaries from time to time outstanding and effectively junior to all of the Issuer’s secured indebtedness from time to time outstanding to the extent of the value of the assets securing such secured indebtedness.

Prior to (i) December 15, 2035, in the case of the 2036 Notes, (ii) September 15, 2045, in the case of the 2046 Notes, (iii) September 15, 2055, in the case of the 2056 Notes and (iv) September 15, 2065, in the case of the 2066 Notes (each such date as it relates to a particular series, the applicable “Par Call Date”), the Issuer may redeem the Senior Notes of a series at its option, in whole or in part, at any time from time to time, at a “make-whole” premium, plus accrued and unpaid interest thereon to, but not including, the redemption date. On or after the applicable Par Call Date relating to a series of Senior Notes, the Issuer may redeem the Senior Notes of such series at its option, in whole or in part, at any time from time to time, at a price equal to 100% of the principal amount of the Senior Notes of such series to be redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date. Each series of the Senior Notes contains a change-of-control provision that, under certain circumstances, may require the Issuer to offer to purchase such series of Senior Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to the date of repurchase.

The Senior Notes Indenture contains covenants that, among other things and subject to certain exceptions, restrict our ability and in certain cases the ability of our subsidiaries to incur certain liens, engage in certain sale and leaseback transactions or consolidate or merge.

Senior Unsecured Revolving Credit Facility

On March 3, 2026, Vertiv Holdings Co, as borrower (the “Borrower”), entered into a credit agreement (the “Senior Unsecured Revolving Credit Facility”), with certain financial institutions as lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Senior Unsecured Revolving Credit Facility provides for a senior unsecured revolving facility in an aggregate committed amount of $2,500.0, available in U.S. Dollars, Euros, Canadian Dollars, Sterling Pounds and Australian Dollars, a portion of which is available for the issuance of letters of credit.

The Senior Unsecured Revolving Credit Facility will mature five years from March 3, 2026, subject to up to two additional one-year extensions pursuant to the terms of the Senior Unsecured Revolving Credit Facility.

U.S. Dollar borrowings under the Senior Unsecured Revolving Credit Facility bear interest at a rate determined, at the Borrower’s option, based on either (i) a Term SOFR rate or (ii) an alternate base rate, plus, in each case, an applicable margin that is subject to the Borrower’s credit rating. Borrowings in Euros bear interest at EURIBOR rate, borrowings in Canadian Dollars bear interest at a Term CORRA rate or Canadian Prime Rate, borrowings in Sterling bear interest at a Daily Simple RFR (SONIA) rate, and borrowings in Australian Dollars bear interest at a BBSY rate, in each case plus an applicable margin that is subject to the Borrower’s credit rating. The Senior Unsecured Revolving Credit Facility requires the Borrower to pay a commitment fee equal to a percentage of the aggregate daily amount of unused commitments under the Senior Unsecured Revolving Credit Facility based on the Borrower’s credit rating at such time.

A financial covenant in the Senior Unsecured Revolving Credit Facility requires the Borrower to maintain, as of the last day of each fiscal quarter (beginning with the fiscal quarter ending June 30, 2026), a ratio of consolidated net debt to consolidated earnings before interest, tax, depreciation and amortization of not more than 4.00 to 1.00, provided that, subject to certain conditions, the Borrower may elect to increase such ratio to 4.50 to 1.00 following a qualified acquisition, for a period of four fiscal quarters beginning with the quarter during which such qualified acquisition is consummated. In addition, the Senior Unsecured Revolving Credit Facility contains covenants that, among other things and subject to certain exceptions, restrict our ability and in certain cases the ability of our subsidiaries to incur liens, consolidate or merge, incur additional indebtedness (only applicable to non-guarantor subsidiaries), and pay dividends and distribution in respect of the Borrower’s equity interests when a default or event of default has occurred and is continuing.

The Borrower is permitted to increase the commitments under the Senior Unsecured Revolving Credit Facility in an aggregate principal amount of up to $1,000.0, subject to certain conditions (including finding lenders willing to provide the additional commitments). The Senior Unsecured Revolving Credit Facility refinanced and replaced our existing $800.0 Asset Based Revolving Credit Facility, due 2029 (the “ABL Revolving Credit Facility”). At March 31, 2026, Vertiv had $2,483.3 of availability (subject to customary conditions) under the Senior Unsecured Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of $16.7.

Former Financing Arrangements

On March 3, 2026, the Company repaid in full all outstanding indebtedness under its Term Loan Credit Agreement and refinanced and replaced the ABL Revolving Credit Facility. Upon such repayment, all commitments under the Term Loan Credit Agreement and ABL Revolving Credit Facility were terminated and all guarantees and liens securing obligations under the Term Loan Credit Agreement and the ABL Revolving Credit Facility were released. The Company recognized a loss on the extinguishment of debt of $6.2 related to the repayment of the Term Loan Credit Agreement for the three months ended March 31, 2026.

At December 31, 2025, Vertiv Group Corporation as Borrower and the Co-Borrowers had $784.0 of availability under the ABL Revolving Credit Facility (subject to customary conditions, and subject to separate sublimits for letters of credit, swingline borrowings and borrowings made to certain non-U.S. Co-Borrowers), net of letters of credit outstanding in the aggregate principal amount of $16.0, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility. At December 31, 2025, there was no outstanding balance on the ABL Revolving Credit Facility.