Form 4: Vertiv Legal Counsel Acquires Dividend Stock Units

Vertiv Holdings Co's Chief Legal Counsel, Stephanie L. Gill, acquired 5.9 dividend-equivalent stock units on September 25, 2025, as part of her restricted stock unit holdings.

Summary

• Stephanie L. Gill, Chief Legal Counsel & Secretary of Vertiv Holdings Co (VRT), reported an acquisition of securities.
• On September 25, 2025, Gill acquired 5.9 shares of Class A Common Stock in the form of dividend-equivalent stock units (DSUs).
• The acquisition price for these DSUs was $0, as they represent an automatic accrual on her existing restricted stock units (RSUs).
• These DSUs will vest on the same schedule as the underlying RSUs, with fractional shares to be settled in cash.
• Following this transaction, Gill directly beneficially owns 27,462.13 shares, which include shares, RSUs, and DSUs.
• Additionally, Gill indirectly owns 2,017.58 shares through the Company's 401(k) plan, acquired in transactions exempt from reporting requirements.
• The transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it represents a routine, automatic accrual of equity compensation, aligning management's interests with shareholders, and was conducted under a Rule 10b5-1 plan, indicating good governance.

Positives

• The automatic accrual of dividend-equivalent stock units (DSUs) demonstrates ongoing equity participation and alignment of management interests with shareholders.
• The transaction was conducted under a Rule 10b5-1(c) plan, indicating a pre-arranged trading strategy designed to mitigate concerns about insider trading.

Risks

• The value of the acquired dividend-equivalent stock units is subject to the market fluctuations of Vertiv Holdings Co's Class A Common Stock.
• The vesting of DSUs is tied to the underlying RSUs, meaning the ultimate realization of value is contingent on continued employment and company performance.

Future Outlook

The dividend-equivalent stock units (DSUs) will become vested on the same schedule as the underlying restricted stock units (RSUs), indicating a future vesting event tied to the original RSU grants.

Industry Context

This routine insider transaction reflects standard equity compensation practices within publicly traded companies, where executives receive stock-based awards and dividend equivalents as part of their remuneration, aligning their interests with long-term shareholder value.

Comparison to Industry Standards

• The use of dividend-equivalent stock units (DSUs) is a common practice in executive compensation across various industries, ensuring that holders of unvested equity awards receive the economic benefit of dividends.
• The execution of transactions under a Rule 10b5-1(c) plan is an industry best practice for corporate governance, demonstrating a commitment to transparent and pre-planned insider trading.

Corporate Governance

Stakeholder Impact

• Shareholders: The transaction demonstrates continued equity alignment of a key executive, potentially reinforcing confidence in management's long-term commitment to the company's performance.
• Employees: The accrual of DSUs is part of a standard equity compensation framework, which can be a positive signal regarding the company's compensation practices.

Next Steps

• The acquired dividend-equivalent stock units (DSUs) will vest according to the schedule of the underlying restricted stock units (RSUs).
• Fractional shares resulting from DSU accrual will be settled in cash.

Key Dates

Keywords

Vertiv Holdings Co, VRT, SEC Form 4, Insider Transaction, Dividend Equivalent Stock Units, DSUs, Restricted Stock Units, RSUs, Equity Compensation, Rule 10b5-1, Corporate Governance