01—Abstract
Summary
Summary of the 8-K filed February 11, 2026. Cited figures are marked; the original filing is the authoritative source.
Vertiv Holdings Co (VRT) reported strong fourth-quarter 2025 results on February 11, 2026, with net sales of $2,880 milliona, up 23% year over year (19% organic).
The standout metric is order momentum: fourth-quarter organic orders rose approximately 252% year over year and 117% sequentially, producing a book-to-bill of roughly 2.9x and a record backlog of $15.0 billionb, up 109%. Management attributes the strength primarily to the Americas and hyperscale/colocation data center customers, while noting that order growth was broad-based across regions, technologies and customers. Profitability improved, with GAAP operating profit up 27% to $580 million and adjusted operating margin of 23.2%, up 170 basis points, driven by operating leverage, productivity and price-cost, partly offset by tariffs.
Full-year 2025 net sales reached $10,230 millionc (up 28%), GAAP diluted EPS was $3.41, and adjusted diluted EPS was $4.20. Cash generation was robust, with fourth-quarter operating cash flow of $1,005 million and adjusted free cash flow of $910 million; full-year adjusted free cash flow was $1,887 million. The company deployed roughly $1 billion on acquisitions in the quarter, ended with liquidity of $2.6 billion, and reported net leverage of about 0.5x.
Guidance for 2026 calls for net sales of $13.25d-13.75 billion (27-29% organic growth), adjusted operating margin of 22.0-23.0%, adjusted diluted EPS of $5.97-6.07, and adjusted free cash flow of $2.1-2.3 billion. Management also flagged that it is increasing R&D investment and expanding production capacity, which may pressure near-term margins even as the backlog supports continued growth. For investors, the key questions are whether the extraordinary order intake converts to sales on schedule, whether the pace of ER&D and capacity spending weighs on margins, and how tariffs and customer concentration in AI and hyperscale infrastructure affect the outlook.
First-quarter 2026 guidance of $2.5-2.7 billion in net sales and adjusted diluted EPS of $0.95-1.01 implies a sequential step-down from the fourth quarter, which investors will likely scrutinize on the earnings call. The 8-K furnishes the press release under Items 2.02 and 7.01 and notes a slide presentation posted before the call; the information is furnished rather than filed for Section 18 purposes.
02—Key points
Key Highlights
- Q4 2025 net sales of $2,880M, up 23% YoY (19% organic); full-year 2025 net sales of $10,230M, up 28%
- Q4 organic orders up ~252% YoY and ~117% sequentially; book-to-bill ~2.9x; backlog a record $15.0B, up 109%
- Q4 adjusted operating margin of 23.2% (up 170 bps); GAAP operating profit $580M, up 27%
- Q4 operating cash flow of $1,005M and adjusted free cash flow of $910M; full-year adjusted FCF of $1,887M (up 66%)
- Balance sheet: ~$1B deployed on acquisitions in Q4, liquidity of $2.6B, net leverage ~0.5x
- 2026 guidance: net sales $13.25-13.75B (27-29% organic growth), adjusted operating margin 22.0-23.0%, adjusted diluted EPS $5.97-6.07, adjusted FCF $2.1-2.3B
- Q1 2026 guidance implies sequential step-down (net sales $2.5-2.7B; adjusted diluted EPS $0.95-1.01) and management is raising ER&D and production capacity spending
03—Questions
Frequently Asked Questions
What drove the surge in Vertiv's fourth-quarter orders?
Organic orders rose roughly 252% year over year and 117% sequentially, with the Americas and hyperscale/colocation data center customers as the primary drivers. Management said order growth was broad-based across regions, technologies and customers, and cited strong demand for AI infrastructure. Trailing twelve-month organic orders grew about 81%.
How strong is the backlog and does it support 2026 guidance?
Backlog reached a record $15.0 billion, up 109% year over year, and the fourth-quarter book-to-bill was about 2.9x. Management says the backlog provides clear visibility into another year of significant growth. The 2026 guidance of $13.25-13.75 billion in net sales is well below the backlog figure, but conversion timing and the pace of project execution will determine how quickly it is recognized.
Why is the first-quarter 2026 guidance lower than the fourth quarter?
First-quarter 2026 net sales guidance of $2.5-2.7 billion is below the $2.88 billion reported in Q4 2025, and adjusted diluted EPS guidance of $0.95-1.01 is also below the fourth-quarter level of $1.36. The filing does not give a detailed explanation for the sequential decline, but the guidance is consistent with a lower quarterly run rate that builds toward the full-year target.
What are the main margin and cost risks for 2026?
Management plans to increase ER&D investment and expand production capacity to capture data center opportunities, which could weigh on margins. Tariffs were already a headwind in Q4 2025 and remain a risk. Full-year 2026 adjusted operating margin guidance of 22.0-23.0% is below the 23.2% achieved in Q4 2025, though above the 20.4% full-year 2025 level.
How strong is Vertiv's cash flow and balance sheet?
Full-year 2025 operating cash flow was $2,114 million and adjusted free cash flow was $1,887 million, up 66%. The company ended the year with liquidity of $2.6 billion and net leverage of about 0.5x, while spending roughly $1 billion on acquisitions in Q4. Full-year 2026 adjusted free cash flow guidance is $2.1-2.3 billion.
04—Continue