Form 4: Vertiv Officer Reports Stock Unit Accrual

Vertiv Holdings Co's Chief Accounting Officer, Eric M. Johnson, reported the automatic accrual of dividend-equivalent stock units and additional shares through a 401(k) plan.

Summary

• Eric M. Johnson, Chief Accounting Officer of Vertiv Holdings Co (VRT), reported changes in his beneficial ownership of Class A Common Stock.
• On December 18, 2025, Johnson acquired 0.48 Class A Common Stock through the automatic accrual of dividend-equivalent stock units (DSUs) on his existing restricted stock units (RSUs).
• These DSUs were acquired at a price of $0 and are set to vest on the same schedule as the underlying RSUs, with fractional shares to be settled in cash.
• Johnson also acquired 179.5 Class A Common Stock indirectly through the Company's 401(k) plan, which are transactions exempt from standard reporting requirements.
• Following these transactions, Johnson directly beneficially owns 1,320.95 Class A Common Stock (including RSUs and DSUs) and indirectly owns 179.5 Class A Common Stock via the 401(k) plan.

Sentiment

Score: 6

Explanation: The filing is neutral to slightly positive, reflecting routine executive compensation that aligns management's interests with shareholders. It does not contain any significant news that would dramatically alter the company's outlook.

Positives

• The Chief Accounting Officer is increasing his beneficial ownership in the company, albeit through routine compensation mechanisms, which can align executive incentives with shareholder returns.
• The accrual of dividend-equivalent stock units demonstrates a standard compensation practice that ties executive rewards to company performance and shareholder distributions.

Future Outlook

The dividend-equivalent stock units (DSUs) will become vested on the same schedule as the underlying restricted stock units (RSUs), indicating future vesting events.

Management Comments

• Represents the automatic accrual of dividend-equivalent stock units ('DSUs') on the reporting person's restricted stock units ('RSUs').
• The DSUs will become vested on the same schedule as the underlying RSUs.
• Pursuant to the terms of the 2020 Stock Incentive Plan, fractional shares will be settled in cash.
• Reflects shares acquired under the Company's 401(k) plan in transactions exempt from reporting requirements.

Industry Context

This filing represents a routine insider transaction related to executive compensation, common across publicly traded companies. The use of restricted stock units and dividend equivalents is a standard practice to align executive interests with long-term shareholder value and retention.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) and dividend-equivalent stock units (DSUs) as part of executive compensation is a common practice among S&P 500 companies, including peers in the industrial technology and data center infrastructure sectors like Eaton Corporation plc or Schneider Electric SE, to incentivize long-term performance and retention.
• The acquisition of shares through a 401(k) plan is a standard employee benefit, consistent with practices across most U.S. corporations.

Stakeholder Impact

• Shareholders: Minor, routine dilution from stock unit accruals, but also a sign of executive alignment with shareholder interests.
• Employees: The 401(k) plan acquisition highlights standard employee benefits.
• Executive (Eric M. Johnson): Increased beneficial ownership in the company as part of compensation.

Next Steps

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

Key Dates

Keywords

Vertiv Holdings Co, VRT, Form 4, Insider Transaction, Stock Units, Restricted Stock Units, Dividend Equivalents, 401(k) Plan, Executive Compensation