Sec Form 4 Filing - Liang Stephen @ Vertiv Holdings Co - 2024-03-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Liang Stephen 2. Issuer Name and Ticker or Trading Symbol Vertiv Holdings Co [ VRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer & EVP (Last) (First) (Middle) C/O VERTIV HOLDINGS CO, 505 N. CLEVELAND AVE 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2024 (Street) WESTERVILLE, OH43082 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 03/01/2024 M 41,250 A $ 11.5 112,062.86 D Class A Common Stock 03/01/2024 M 101,047 A $ 20.93 213,109.86 D Class A Common Stock 03/01/2024 M 144,927 A $ 12.05 358,036.86 D Class A Common Stock 03/01/2024 S 41,250 D $ 70.01 ( 1 ) ( 2 ) 316,786.86 D Class A Common Stock 03/01/2024 S 101,047 D $ 70.1 ( 3 ) 215,739.86 D Class A Common Stock 03/01/2024 S 144,927 D $ 70.36 ( 4 ) 70,812.86 D Class A Common Stock 03/01/2024 S 18,962 D $ 70.54 ( 5 ) 51,850.86 D Class A Common Stock 03/01/2024 S 10 D $ 70.44 51,840.86 ( 1 ) D Class A Common Stock 1 ( 6 ) I By Daughter

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options $ 11.5 03/01/2024 M 41,250 ( 7 ) 03/03/2032 Class A Common Stock 41,250 $ 0 123,750 D Stock Options $ 20.93 03/01/2024 M 101,047 ( 8 ) 02/26/2031 Class A Common Stock 101,047 $ 0 33,683 D Stock Options $ 12.05 03/01/2024 M 144,927 ( 9 ) 02/07/2030 Class A Common Stock 144,927 $ 0 0 D Stock Options $ 15.84 ( 10 ) 03/07/2033 Class A Common Stock 114,449 114,449 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Liang Stephen C/O VERTIV HOLDINGS CO 505 N. CLEVELAND AVE WESTERVILLE, OH43082 Chief Technology Officer & EVP Signatures /s/ Eric Broxterman, as attorney-in-fact 03/05/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Following the completion of the transactions reported herein, all of which were undertaken for portfolio diversification purposes, the reporting person directly holds an aggregate of 51,840.86 shares of Class A common stock, restricted stock units and dividend-equivalent stock units. ( 2 )Represents the weighted average sale price. The trades were executed in a series of transactions with price ranges of $69.99 to $70.16. The reporting person undertakes to provide to Vertiv Holdings Co, any security holder of Vertiv Holdings Co, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and in footnotes 3 to 5 inclusive. ( 3 )Represents the weighted average sale price. The trades were executed in a series of transactions with price ranges of $70.06 to $70.23. ( 4 )Represents the weighted average sale price. The trades were executed in a series of transactions with price ranges of $70.18 to $70.63. ( 5 )Represents the weighted average sale price. The trades were executed in a series of transactions with price ranges of $70.53 to $70.63. ( 6 )The reporting person disclaims beneficial ownership of this share, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such share for purposes of Section 16 or for any other purpose. ( 7 )Following the completion of the transactions reported herein, the reporting person holds 123,750 of 165,000 stock options granted to the reporting person on March 3, 2022, which vested as to 25% on each of March 3, 2023 and March 3, 2024, and which will vest as to 25% on each of March 3, 2025 and March 3, 2026. ( 8 )Following the completion of the transactions reported herein, the reporting person holds 33,683 of 134,730 stock options granted to the reporting person on February 26, 2021, which vested as to 33,682 on each of February 26, 2022 and February 26, 2023 and as to 33,683 on February 26, 2024, and which will vest as to 33,683 on February 26, 2025. ( 9 )144,927 stock options granted to the reporting person on February 7, 2020 vested as to 25% on each of February 7, 2021, February 7, 2022, February 7, 2023 and February 7, 2024. ( 10 )Following the completion of the transactions reported herein, the reporting person holds all 114,449 stock options granted to the reporting person on March 7, 2023, which will vest as to 25% on each of the first four anniversaries of March 15, 2023.

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