Dj Vertiv Holdings Files 8K - Asset Acquisition Or Disposition >Vrt

Vertiv Holdings LLC (VRT) filed a Form 8K - Regulation FD Disclosure - with the U.S Securities and Exchange Commission on December 05, 2025.

On December 4, 2025, the Company issued a press release announcing the completion of the Acquisition of PurgeRite. The full text of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein. This information, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1674101/000167410125000031/vrt-20251204.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1674101/000167410125000031/0001674101-25-000031-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

Vertiv Holdings LLC (VRT) filed a Form 8K - Acquisition or Disposition of Assets - with the U.S Securities and Exchange Commission on December 05, 2025.

On December 4, 2025 (the "Closing Date") Vertiv Corporation, an Ohio corporation ("Buyer") and subsidiary of Vertiv Holdings Co, a Delaware corporation (the "Company") completed the acquisition (the "Acquisition") of all of the outstanding interests in Purge Rite Intermediate, LLC, a Delaware limited liability company ("PurgeRite"), for approximately $1.0 billion in upfront cash consideration, subject to customary adjustments for target working capital, indebtedness and expenses, plus additional potential cash consideration of up to $250 million in cash, which additional consideration shall be calculated based on post-closing performance metrics of the acquired business, pursuant to the terms and conditions of that previously announced Securities Purchase Agreement, dated as of October 31, 2025, by and between Buyer, the Company, Purge Rite and Purge Rite Holdings, LLC, a Delaware limited liability company (the "Acquisition Agreement"). PurgeRite provides mechanical flushing, purging and filtration services for data centers and other facilities.

The foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement, which was previously filed as Exhibit 2.1 on the Company's Current Report on Form 8-K filed on November 3, 2025 and incorporated herein by reference. The Acquisition Agreement governs the contractual rights between the parties in relation to the Acquisition. The Acquisition Agreement is not intended to provide, modify or supplement any information about the Company, Buyer, PurgeRite or any of their respective subsidiaries or affiliates, or their respective businesses. In particular, the Acquisition Agreement is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company, Buyer or PurgeRite. The representations and warranties contained in the Acquisition Agreement have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to contractual standards of materiality that may be different from those generally applicable under the securities laws. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1674101/000167410125000031/vrt-20251204.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1674101/000167410125000031/0001674101-25-000031-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.