Vertiv Holdings Co filed a Form 8-K on October 27, 2026, reporting the completion of its acquisition of Utility Innovation Holdings, Inc. through a merger of a wholly-owned subsidiary with UIG.

Key Highlights

  • Closing date: The acquisition closed on October 27, 2026, according to the filing.
  • Upfront cash consideration: Approximately $1.45 billion was paid at closing, subject to customary adjustments for working capital, indebtedness, and transaction expenses.
  • Earnout potential: Up to $1.15 billion in additional cash consideration may be paid in 2 tranches, contingent on the achievement of certain EBITDA targets of the acquired business.
  • Structure: Vultra Merger Sub, Inc., a wholly-owned subsidiary of Vertiv Corporation, merged with and into UIG, with UIG surviving as a wholly-owned subsidiary of Vertiv Corporation.
  • UIG's business: The filing states UIG "provides microgrid solutions, advanced power controls and behind-the-meter power architecture design for data centers."
  • Merger Agreement date: The Agreement and Plan of Merger was dated September 1, 2026, and was previously filed by the company on September 2, 2026.

Vertiv Closes UIG Acquisition on October 27, 2026

Vertiv Holdings Co (NYSE:VRT), a Delaware corporation headquartered in Westerville, Ohio, disclosed the completion of its acquisition of Utility Innovation Holdings, Inc. ("UIG") on October 27, 2026. The transaction was structured as a merger in which Vultra Merger Sub, Inc., a wholly-owned subsidiary of Vertiv Corporation (itself a subsidiary of Vertiv Holdings Co), merged with and into UIG. UIG survived the merger and became a wholly-owned subsidiary of Vertiv Corporation, according to the filing.

The total consideration paid by Vertiv Corporation consisted of two components, as described in the filing. The first component was approximately $1.45 billion in upfront cash at closing, subject to customary adjustments for working capital, indebtedness, and transaction expenses. The second component is up to $1.15 billion in additional potential cash consideration, payable in 2 tranches if earned, "calculated based on the achievement of certain earnings before interest, depreciation, and amortization (EBITDA) targets of the acquired business." The filing notes the terms were set forth in the previously announced Agreement and Plan of Merger dated September 1, 2026.

According to the filing, UIG provides microgrid solutions, advanced power controls, and behind-the-meter power architecture design for data centers. The filing also notes that Vertiv issued a press release on October 27, 2026 announcing the completion of the acquisition, attached as Exhibit 99.1. The Form 8-K was signed by Craig Chamberlin, Chief Financial Officer of Vertiv Holdings Co.

What Was Disclosed

Vertiv Holdings Co reported the October 27, 2026 closing of its acquisition of Utility Innovation Holdings, Inc. for approximately $1.45 billion in upfront cash plus up to $1.15 billion in potential EBITDA-based earnout consideration payable in 2 tranches.