Vertiv Holdings Co, 8-K 제출: 중요 계약 체결 및 Regulation FD 공시

Item 1.01 Entry Into a Material Definitive Agreement

Vertiv Corporation, an Ohio corporation (“Buyer”) and Vultra Merger Sub, Inc., a Delaware corporation (“Merger Sub”), a wholly-owned subsidiary of Buyer, and each an indirect wholly-owned subsidiary of Vertiv Holdings Co, a Delaware corporation (the “Company”), entered into an agreement and plan of merger, dated as of September 1, 2026 (the “Acquisition Agreement”), pursuant to which, subject to the terms of the Acquisition Agreement, Merger Sub shall be merged (the “Merger”) with and into Utility Innovation Holdings, Inc., a Delaware corporation (“Target”), with Target being the surviving corporation and becoming a wholly-owned subsidiary of Buyer following the Merger.

Pursuant to the Acquisition Agreement and upon consummation of the Merger, the stockholders (and other equity holders, including holders of vested options and holders of outstanding warrants of Target) will receive aggregate consideration of: (i) approximately $1.45 billion in upfront cash at closing, subject to customary adjustments for working capital, indebtedness and transaction expenses, plus (ii) additional potential cash consideration of up to $1.15 billion in cash, payable in 2 tranches if earned, which potential additional consideration will be calculated based on the achievement of certain earnings before interest, depreciation, and amortization (EBITDA) targets of the acquired business, as set forth in the Acquisition Agreement. The closing of the Acquisition is subject to customary closing conditions, including, among others, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Acquisition is expected to close in the fourth quarter of 2026. The parties to the Acquisition Agreement have made certain representations, warranties and covenants that are customary for a transaction of this nature. The Company expects to fund the Acquisition from existing resources.

The foregoing summary of the Acquisition Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Acquisition Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference. The Acquisition Agreement governs the contractual rights between the parties in relation to the Acquisition. The Acquisition Agreement is being filed as an exhibit to this Current Report on Form 8-K to provide information regarding its terms and is not intended to provide, modify or supplement any information about the Company, Buyer, Merger Sub, Target 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, Merger Sub, or Target. 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.

For Immediate Release:

Vertiv Announces Agreement to Acquire UtilityInnovation Group to Accelerate Time to Power for AI Data Centers

~$1.45 billion acquisition expected to expand Vertiv’s addressable opportunity in power-constrained data centers

• Adds microgrid controls, onsite generation orchestration, microgrid-specific switchgear and behind-the-meter power architecture to Vertiv’s portfolio

• Extends Vertiv’s power and cooling portfolio from grid interconnect to chip, independent of any single generation technology or supplier

• UIG’s proven team and proprietary technology expected to help customers accelerate time to power through grid-connected or grid-independent architectures

Columbus, Ohio (September 2, 2026) – Vertiv Holdings Co. (NYSE: VRT)

(“Vertiv”), a global leader in critical digital infrastructure, today announced its wholly-owned subsidiary, Vertiv Corporation, has entered into an agreement and plan of merger to acquire Utility Innovation Holdings, Inc., which operates as UtilityInnovation Group (“UIG”), a leader in microgrid solutions, advanced power controls and behind-the-meter power architecture design for data centers, for approximately

$1.45 billion in cash at closing, with additional consideration of up to $1.15 billion in cash based on achieving certain earnings before interest, taxes, depreciation and amortization (“EBITDA”) targets over 12- and 24-month periods.

At the approximately $1.45 billion purchase price, the acquisition represents approximately 13x expected UIG 2027 EBITDA. The EBITDA multiple is anticipated to be significantly lower if the full earnout is paid. Vertiv expects the acquisition to be accretive to adjusted earnings per share in the first year following completion. Strategically, the acquisition extends Vertiv upstream to the grid interconnect, adding microgrid controls, onsite generation and energy storage orchestration, and behind-the-meter power architecture. These capabilities are expected to help data center operators secure power faster as grid constraints increasingly limit AI infrastructure deployment.

As power availability becomes a more critical factor in data center development, architecture decisions are moving earlier in the planning process. Microgrid systems can coordinate onsite generation and energy storage, reduce reliance on utility power and support the grid when needed. This is expanding the importance of power architecture at the earliest stages of site development, when decisions can have significant implications for downstream infrastructure.

“For AI data center operators, competitive advantage increasingly depends on how quickly they can move from site selection to first token,” said Gio Albertazzi, Chief Executive Officer, Vertiv. “Vertiv has the most complete power and cooling portfolio in the industry. With UIG, we anticipate extending that portfolio upstream to the utility interconnect and onsite power sources, creating a coordinated architecture from source to chip without tying customers to a single generation technology or supplier.”

Albertazzi continued: “Together, we anticipate being better positioned to support grid-connected sites, bridge-to-grid deployments and islanded sites supplied by onsite generation, while reducing complexity from site planning through rack-level deployment. This broader capability can help customers accelerate time to power and, ultimately, time to first token.”

UIG Founder and CEO Sidney Hinton added: “UIG was founded to solve increasingly complex power challenges for data center operators through flexible, technology-agnostic architectures. Vertiv’s global scale, critical infrastructure portfolio and service capabilities make it a strong strategic fit for what we have built. We believe this combination can expand the reach of UIG’s microgrid controls and power architecture expertise and create greater value for customers as power becomes an increasingly critical constraint on data center growth.”

Expanding Vertiv’s Onsite Power Capabilities

UIG’s expertise and technologies complement Vertiv’s existing offerings:

• Experience : Design and delivery of microgrid systems for AI data center operators across the United States and Europe, supported by extensive utility relationships and experience with complex, large-scale deployments. UIG’s designs are generation-agnostic, allowing architectures to be built around the technologies a site can permit, fuel and finance.

• Expertise : Behind-the-meter power architecture design that engages customers at the earliest planning stages, before equipment is selected. This enables Vertiv to help define the power blueprint that shapes downstream infrastructure decisions, supported by pre-validated reference designs for grid-connected, bridge-to-grid and islanded sites.

• Technology : Proprietary controls platform and pre-engineered microgrid switchgear that orchestrate multiple power sources in real time and coordinate them with the critical power train.

Vertiv News Release 2

Today, Vertiv brings deep systems and controls expertise across the critical power train, supported by an end-to-end power and cooling portfolio and global service network. Combined with UIG, Vertiv expects to help customers design and deploy integrated power architectures that improve speed, resiliency, efficiency, and flexibility.

Expected customer and operator benefits include: