Vertiv Holdings, LlcNYSE: VRT

Vertiv Holdings Recommends Shareholders Reject the Mini-Tender Offer by Tutanota LLC

May 15, 2026 at 12:59 PM UTC · Issued by Vertiv Holdings, LLC via PR Newswire

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COLUMBUS, Ohio, May 15, 2026 /PRNewswire/ -- Vertiv Holdings Co (NYSE: VRT), a global leader in critical digital infrastructure, announced today that it has received notice of an unsolicited "mini-tender" offer made by Tutanota LLC (Tutanota) to purchase up to 500,000 shares of Vertiv common stock at $410.00 per share in cash. The offer price of $410.00 per share is conditioned on, among other things, the closing price per share of Vertiv common stock exceeding $410.00 per share on the last trading day before the offer expires, meaning that unless this condition is waived by Tutanota, Vertiv shareholders who tender their shares in the offer will receive a below-market price. Tutanota further states in its offering documents that it expects to extend the offer for successive periods of 45 to 180 days until the market price of the shares exceeds the offer price. This offer represents approximately 0.13 percent of the outstanding shares of Vertiv's common stock as of the offer date.

Vertiv is not associated in any way with Tutanota LLC or its unsolicited mini-tender offer and recommends that shareholders do not tender their shares in response to Tutanota's offer because the offer requires that the closing stock price for Vertiv's common stock exceed the offer price, and the offer is subject to numerous additional conditions, including Tutanota obtaining financing for the offer.

Tutanota has previously made similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire less than 5 percent of a company's shares outstanding, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) that would otherwise apply. As a result, mini-tender offers do not provide investors with the same level of protections as provided for larger tender offers under U.S. securities laws.

The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." More on the SEC's guidance to investors on mini-tender offers is available at SEC.gov.

Vertiv urges investors to obtain current market quotations for their shares, to consult with their broker or financial advisor and to exercise caution with respect to Tutanota's offer. Vertiv recommends that shareholders who have not responded to Tutanota's offer take no action. Shareholders who have already tendered their shares may withdraw them at any time by providing notice in the manner described in the Tutanota offering documents prior to the expiration of the offer, which is currently scheduled for 5:00 p.m., New York City time, on Monday, June 8, 2026, unless extended or earlier terminated.

Vertiv encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure and NASD's Notice to Members 99-53, issued July 1999, regarding guidance to members forwarding mini-tender offers to their customers.

Vertiv requests that a copy of this release be included with all distributions relating to Tutanota's mini-tender offer related to shares of Vertiv stock.

About Vertiv Holdings
Vertiv (NYSE: VRT) is a global provider of critical digital infrastructure and continuity solutions. The company designs, manufactures, and services a wide range of essential infrastructure systems, including power management, thermal management, monitoring, and integrated solutions, which are critical to the operation of data centers, communication networks, and industrial facilities worldwide. Vertiv's innovative products and services help customers optimize their operations, improve reliability, and reduce environmental impact. With a presence in over 130 countries, Vertiv partners with a diverse range of customers—including hyperscale cloud providers, network operators, large enterprise entities, and colocation providers—to deliver reliable, scalable infrastructure solutions that support their digital transformation and growth.

Category: Financial News

Forward-looking statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27 of the Securities Act, and Section 21E of the Securities Exchange Act. These statements are only a prediction. Actual events or results may differ materially from those in the forward-looking statements set forth herein. Readers are referred to Vertiv's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q for a discussion of these and other important risk factors concerning Vertiv and its operations. Vertiv is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

For investor inquiries, please contact:
Lynne Maxeiner
Vice President, Global Treasury & Investor Relations
Vertiv
E lynne.maxeiner@vertiv.com

For media inquiries, please contact:
Ruder Finn for Vertiv
E Vertiv@RuderFinn.com

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Attached document

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NASD Notice to Members 99-53

NASD Regulation Offe r s Guidance To Members Fo r warding Mini Te n d e r O f fers To Their C u s t o m e r s

Suggested Routing

Senior Management A d v e r t i s i n g Continuing Education Corporate Finance Executive Representatives Government Securities I n s t i t u t i o n a l I n s u r a n c e Internal Audit Legal & Compliance M u n i c i p a l Mutual Fund O p e r a t i o n s O p t i o n s Registered Representatives R e g i s t r a t i o n R e s e a r c h S y n d i c a t e S y s t e m s T r a d i n g T r a i n i n g Variable Contracts

Executive Summary

Recent press coverage of “mini tender offers” has highlighted a practice that may be generating s i g n i ficant confusion among National Association of Securities Dealers, Inc. (NASD ) members and public^® customers, and may result in monetary losses to customers. NASD Regulation, Inc. (NASD R e g u l a t i o n^®) is publishing this N o t i c e to alert members to the practice and to discuss the steps members can take to reduce the risk that customers and others tendering shares in a mini tender offer will be v i c t i m i z e d .

Questions regarding this N o t i c e m a y be directed to Elliott Curzon, Assistant General Counsel, Office of General Counsel, NASD Regulation, at (202) 728-8451.

Background

In a mini tender offer, the offeror makes an offer directly to an issuer’s shareholders to purchase a small number or percentage (under fiv e percent of the total shares outstanding) of an issuer’s securities, often at a price below the current market price, by a certain day. The offer also contains a promise to pay for the tendered shares within a s p e c i fied period.¹ When the offeror obtains tendered shares, the offeror resells the shares in the open market, pays the tendering shareholder, and retains the difference as profit.

Because the offers are for fiv e percent or less of the outstanding shares, the offerors presently are not required to comply with the disclosure, filing, and transmission requirements of the Securities and Exchange Commission’s (SEC) tender offer rules in Regulation 14D. They are, however, subject to the general tender offer anti-fraud prohibitions in SEC Regulation 14E.

A mini tender offer is solicited when the offeror forwards offering material describing the terms of the offer to the Depository Trust Company (DTC) or directly to shareholders.² DTC sets up an account where acceptances of tendering shareholders are recorded and where payments by the offeror will be made in exchange for the tendered shares. DTC then notifie s its participants (NASD members) of the offer. DTC’s participant banks and broker/dealers that tender on behalf of their customers pay a small fee to DTC in connection with the tender. As discussed below, participants that receive these notices sometimes forward them to their customers.

Discussion

There may be legitimate reasons for mini tender offers, such as providing liquidity for very illiquid securities or permitting institutions to dispose of block positions without moving the market price for the security. Nevertheless, NASD Regulation is concerned that some shareholders may be disadvantaged by such offers if they agree, either through mistake or lack of sophistication, to tender their securities at prices that are lower than those they could obtain if they offered their securities for sale in the open market.

Moreover, NASD Regulation notes that there is no statute or rule that requires members to forward tender offer information to their customers.³ Currently, some members forward all such offers to their customers without regard to the merits or terms of the offers.

In order to address concerns about shareholders tendering by mistake or as a result of lack of knowledge about the effect of an offer, NASD Regulation believes that members that forward information to customers concerning mini tender o f f e r s may wish to consider including

NASD Notice to Members 99-53

July 1999

Page 2

the following disclosures as appropriate in the circumstances:

(1) If the member has not reviewed the offer:

(a) that by forwarding the offer to the customer, the member is not endorsing or recommending the offer, and the terms of the offer have not been reviewed to determine if accepting the offer would be in the customer’s interest; and

(b) the customer is not required to accept the offer.

(2) If the member has reviewed the o f f e r :

(a) whether the member is endorsing or recommending acceptance of the offer;

(b) whether the member is providing other information to the customer to assist the customer

in making an informed decision about the offer; and

(d) Information that could be supplied to the customer could include, for example: an indication of the current or recent market price for the security, e . g ., either the most recent closing price or the trading range for a recent period such as the previous week or month; recent news about the issuer or announcements from the issuer; or a statement that there are no news reports or announcements.

Endnotes

1SEC Rule 14e-1(c) requires offerors to pay for tendered securities promptly.

2The offeror can attempt to provide offering material directly to shareholders; however, obtaining and using shareholder lists for

such offers can be expensive and time consuming relative to the size of the offer. Nevertheless, we understand that some offerors are resorting to direct solicitation in order to avoid a recently instituted $2,700 DTC minitender offer processing fee designed to cover DTC’s costs in mini tender offers. (See Exchange Act Release No. 41032 (February 9, 1999).)

3 The NASD’s Rule governing the Forwarding of Proxy and Other Materials (Rule 2260) does not cover information relating to tender offers. In addition, the SEC Rules governing tender offers (Regulations 14-D and 14-E) do not require broker/dealers to forward tender offer information to shareholders.

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