8-KMaterial AgreementsRegulation FDExhibits & Filings

Vertiv Holdings Co 8-K Report, Material Agreement (Nov 3, 2025)

Filed November 3, 2025For Securities:VRT

Summary

Vertiv Holdings Co. (VRT) has announced a significant acquisition through its subsidiary, Vertiv Corporation, entering into a securities purchase agreement to acquire Purge Rite Intermediate, LLC for an approximate upfront cash consideration of $1.0 billion. This acquisition could include an additional $250 million in contingent cash consideration based on future performance metrics of the target business. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions, including regulatory approval under the Hart-Scott-Rodino Act. This move signals Vertiv's strategic intent to expand its business, likely within its existing operational segments, given the size of the transaction and the funding from existing resources. Investors should monitor the progress of the regulatory review and the finalization of the acquisition. The potential for performance-based earn-outs suggests an alignment of incentives between Vertiv and the sellers, aiming to maximize the value of the acquired entity post-closing.

Key Highlights

  • 1Vertiv to acquire Purge Rite Intermediate, LLC for approximately $1.0 billion in upfront cash.
  • 2Potential for an additional $250 million in performance-based cash consideration.
  • 3Acquisition is expected to close in the fourth quarter of 2025.
  • 4Transaction is subject to customary closing conditions, including HSR Act approval.
  • 5Funding for the acquisition is expected to come from existing resources.
  • 6The acquisition represents a significant strategic expansion for Vertiv.
  • 7The deal includes customary representations, warranties, and covenants.

Frequently Asked Questions

Vertiv, through its subsidiary Vertiv Corporation, is acquiring Purge Rite Intermediate, LLC for an aggregate purchase price of approximately $1.0 billion in upfront cash. There is also potential for an additional $250 million in cash consideration based on post-closing performance metrics.

The acquisition is anticipated to close in the fourth quarter of 2025, provided that all customary closing conditions are met, including regulatory approvals.

Vertiv expects to fund the acquisition using its existing financial resources.

Yes, the acquisition is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The company expects this to be completed before January 29, 2026.