[VRT] Vertiv: Q3 2026 earnings preview, can delayed data center projects ship

Vertiv supplies power management, thermal management, racks, integrated modules and related services to data centers, communication networks and commercial and industrial sites, and it is one of the main power and cooling equipment suppliers to AI data center construction[1]. The company will hold its earnings call on 2026-10-28 to report results for the third quarter of 2026, ending September 30, 2026[2]. In the latest disclosed period, the second quarter of 2026, Vertiv reported net sales of $3.274 billion, up 24% year over year with organic growth of about 18%, adjusted operating profit of $738 million, an adjusted operating margin of 22.6% and adjusted diluted EPS of $1.52; operating cash flow was $1.100 billion and adjusted free cash flow was $925 million[3]. On July 29 the company guided third-quarter net sales to $3.65-$3.85 billion, organic growth to 34%-36% and adjusted operating profit to $898-$938 million[4], and management added on the call that the third-quarter adjusted operating margin midpoint is 24.5% and the adjusted diluted EPS midpoint is $1.80[5]. As of October 1, 2026, the analyst consensus compiled by Drillr stood at third-quarter revenue of $3.759 billion (14 analysts) and EPS of $1.82 (15 analysts)[6], while the earnings calendar recorded expectations of $1.823 in EPS and $3.743 billion in revenue[2]; both sit close to the midpoint of company guidance.

Three things matter most in this Vertiv Q3 2026 earnings report. First, whether organic growth actually reaches 34%-36%: second-quarter organic growth was only 17.8%[7], below the 20%-24% guidance the company gave with its first-quarter results[8], and management attributed the gap to timing shifts in large multi-phase projects and said all of the delayed revenue would be recognized in the second half[5], so the third-quarter growth rate will show directly whether demand or delivery capacity is the constraint. Second, whether the margin can climb to 24.5%: second-quarter sales landed at the low end of the guidance range, yet the adjusted operating margin ran 1.4 percentage points above the 21.2% second-quarter guidance midpoint[8][3], and the concentrated completion of delayed complex projects in the third quarter, alongside new capacity ramping up, will test whether that margin holds. Third, how much cash flow gives back: first-half adjusted free cash flow was about $1.578 billion[9][3] while deferred revenue rose by $1.823 billion over the same period[10], and faster deliveries will turn those prepayments into revenue, so the third-quarter deferred revenue balance and free cash flow will reveal how much of the first-half cash was simply collected early.

Company Background and Business Structure

Vertiv was formerly Emerson Network Power; it was renamed after a private equity acquisition in 2016 and listed on the New York Stock Exchange in 2020 through a merger with GS Acquisition Holdings Corp, and it is headquartered in Columbus, Ohio[1]. Executive Chairman Dave Cote and Chief Executive Officer Giordano Albertazzi lead the company, whose brands include Vertiv, Liebert, NetSure, Geist, Energy Labs, ERS, Albér and Avocent, and whose products span AC and DC power, low- and medium-voltage switchgear, busbar, air-cooled and liquid-cooled thermal management, rack power distribution, energy storage and software for managing IT equipment[1]. That breadth means Vertiv can sell both the power chain and the cooling chain into a single data center project rather than supplying one type of equipment.

Vertiv reports three geographic segments, the Americas, Asia Pacific (Greater China, India and the rest of Asia) and EMEA, each selling the same kinds of products and services[1]. In 2025 Americas net sales were $6.386 billion, or 62.4% of the group; Asia Pacific contributed $2.019 billion, or 19.7%; and EMEA contributed $1.824 billion, or 17.8%[11]. Segment operating profit was $1.714 billion, $222 million and $377 million respectively, so the Americas generated 74% of the $2.314 billion segment total, and Americas net sales grew 41.9% in 2025 while Asia Pacific grew 17.5%[11]. Group growth and margins therefore depend first on large data center projects in the Americas.

By offering, 2025 product net sales were $8.391 billion, about 82% of the total, and services and spares were $1.839 billion, about 18%[12]. Most products recognize revenue at the point when control passes to the customer, customized products that Vertiv builds at the customer's site recognize revenue over time, and payments received in advance are first recorded as deferred revenue[1]; after installation, the company runs more than 300 service centers and about 5,000 service engineers worldwide for maintenance[1]. Its customers are led by cloud hyperscalers, colocation data centers, neoclouds and large communication network operators, and these large customers are a material share of the base, carry strong bargaining power and hold long-term fixed-price contracts and turnkey projects with Vertiv[13].

Vertiv has used a series of acquisitions over the past two years to fill out its offering, and the two latest deals were both announced in September 2026. PurgeRite, acquired in 2025, provides liquid-cooling fluid management services in North America, and King Environmental Services (KES), the European company whose acquisition was announced on September 24, provides fluid management, commissioning and load-testing services for liquid-cooled data centers, with closing expected in the fourth quarter[14]. On September 2, Vertiv agreed to acquire UtilityInnovation Group (UIG) for about $1.45 billion in cash at closing plus up to $1.15 billion in performance-based consideration, extending the business into microgrids, advanced power controls and behind-the-meter power architecture design[15]. Vertiv spent $278 million in cash on acquisitions in the first half of 2026[10], and acquisitions added 5 percentage points to second-quarter net sales growth[3], growth that is excluded from organic growth.

Financial History and Current Position

Vertiv's annual revenue and profit accelerated over the past three years. Net sales rose from $6.863 billion in 2023 to $8.012 billion in 2024 and $10.230 billion in 2025, an increase of about 28% in 2025; GAAP operating profit grew from $872 million to $1.367 billion and $1.830 billion, net income rose from $460 million and $496 million to $1.333 billion, and net interest expense fell from $180 million to $86 million[12]. The 2025 adjusted operating margin was 20.4%[5], and year-end backlog reached $15.0 billion, more than double the $7.2 billion at the end of 2024[16].

The first quarter of 2026 kept growth high, but the regions diverged sharply. First-quarter net sales were $2.650 billion, up 30% year over year, with 23% organic growth, a 4% contribution from acquisitions and 3% from currency; GAAP operating profit was $440 million, adjusted operating profit was $551 million and the adjusted operating margin was 20.8%, up 430 basis points; operating cash flow was $767 million and adjusted free cash flow was $653 million[8]. By region, Americas organic growth was 44.3%, Asia Pacific 12.0% and EMEA -29.4%[17], and management described EMEA's $321 million of sales at the time as a temporary reflection of softer orders[18].

Revenue growth slowed in the second quarter of 2026 while profit kept expanding. Second-quarter net sales were $3.274 billion against $2.638 billion a year earlier, including $2.647 billion of products and $628 million of services; GAAP operating profit was $638 million and net income was $498 million; first-half net sales totaled $5.924 billion[19]. Second-quarter diluted EPS was $1.27 and adjusted diluted EPS was $1.52, up 60%[3]; according to the earnings calendar, the market had expected EPS of $1.431 and revenue of $3.380 billion before the report, so the quarter beat on profit and missed on revenue[2].

Vertiv's balance sheet has moved to net cash, but its working capital is expanding quickly. On June 30, 2026, the company held $2.811 billion of cash and $300 million of short-term investments, $3.750 billion of accounts receivable, $2.523 billion of inventory, $3.634 billion of deferred revenue (versus $1.815 billion at the end of 2025), $2.940 billion of long-term debt and $4.758 billion of equity[20]; the company reported $5.6 billion of liquidity and a net cash position at quarter-end[3]. Full-year guidance calls for net sales of $13.8-$14.2 billion, organic growth of 30%-32%, adjusted operating profit of $3.285-$3.365 billion, GAAP diluted EPS of $5.82-$5.92 and adjusted diluted EPS of $6.65-$6.75[4], and management added a full-year adjusted operating margin midpoint of 23.8%, adjusted free cash flow of about $2.5 billion at the midpoint and capital expenditures at the high end of prior guidance, about 4% of net sales[5].

Operating Model

Vertiv's quarterly revenue is essentially the portion of its backlog delivered in that quarter. Customers order several quarters ahead to lock in capacity; at the end of 2025 the backlog was $15.0 billion, most of it considered firm and expected to ship within 12 to 18 months, although customers can still cancel or reschedule orders[16]; most products recognize revenue on delivery and site-customized products recognize it over time[1]. Net sales therefore equal the quarter's product deliveries across the Americas, Asia Pacific and EMEA plus services and spares revenue, with acquisitions (5 percentage points in the second quarter) and currency counted separately[3]. Rising orders feed revenue positively, but only through factory output, supply-chain coordination and customer site progress, which usually takes two to six quarters.

Adjusted operating profit equals product gross profit plus service gross profit minus selling, general, administrative, research and IT expenses, before amortization of intangibles. In 2025 the product gross margin was about 35.1% and the services and spares gross margin about 42.0%[12]; in the second quarter of 2026 the product gross margin rose to about 37.0%, the service gross margin fell to about 40.8%, and amortization of intangibles was $74 million[19]. The company attributed the second-quarter margin gain to operational execution, continued strong productivity and favorable price-cost including tariff impacts and countermeasures[3], and said incremental margins in services should run in the 30%-35% range[18]. Pricing above material and tariff costs and higher capacity utilization lift the margin in the same or the next quarter; new factory ramp-ups and complex site projects push it the other way.

Cash flow does not move in step with revenue, because customer prepayments arrive as cash before revenue. Down payments and design-phase milestone payments on large projects go first into deferred revenue, and management said this reflects the shift toward larger projects with no structural change in how revenue is recognized[5]. In the first half of 2026, the increase in deferred revenue contributed $1.823 billion to operating cash flow, more than the combined $1.692 billion increase in receivables and inventory[10]; revenue recognized out of deferred revenue was $605 million in the second quarter and $1.277 billion in the first half[20]. Adjusted free cash flow equals operating cash flow minus capital expenditures minus capitalized software, with full-year capital spending at about 4% of sales[5], while acquisition cash is a separate use, such as the $278 million in the first half[10] and the roughly $1.45 billion announced for UIG[15]. Prepayments lead cash, turn into revenue on delivery, and inventory and receivables then absorb cash with a lag as deliveries scale.

Industry and Competitive Position

Vertiv faces two kinds of rivals, and competition turns on reliability, quality, price, service and customer relationships. According to its 2025 annual report, large global competitors include Schneider Electric, Eaton, Legrand and Huawei, while niche or regional players include Delta Electronics, Stulz, Johnson Controls and Socomec[21]. The annual report also notes that most competitors target a specific offering or geography[21], which is where Vertiv's coverage of both the power and cooling chains differs; but the report gives no market-share figures, so the available material cannot quantify Vertiv's size or margins against these rivals.

Rising AI rack power density is pushing competition from single pieces of equipment toward system offerings in liquid cooling, high-voltage DC and prefabrication. Management said 800V DC rack-level solutions are in customer validation in 2026 for deployment in 2027[5]; Vertiv built its North American fluid management business on PurgeRite and is using KES to extend liquid-cooling commissioning and load testing into Europe[14]; and UIG extends the business into the microgrid controls needed for grid connection and on-site generation, at a closing price of about 13 times UIG's expected 2027 EBITDA[15]. These moves mainly affect revenue in 2027 and beyond and cannot be tested directly in the third-quarter report.

Vertiv's proven strengths show up in orders and margins, while its weakness is the bargaining pressure that comes with customer concentration. The year-end 2025 backlog of $15.0 billion was more than double the prior year[16]; second-quarter Americas segment operating profit was $571 million on $2.071 billion of net sales, a segment margin of about 27.6% versus about 24.0% a year earlier[22]. On the other hand, hyperscale, colocation and neocloud customers can demand more favorable contract terms, impose penalties for late delivery and shift cost and schedule risk to Vertiv through long-term fixed-price contracts[13].

Core Debates

Can the revenue that slipped out of the second quarter show up as 34%-36% organic growth in the third?

This question governs Vertiv's near-term earnings delivery, because demand is already locked in by backlog and the real variable is delivery speed. Backlog stood at $15.0 billion at the end of 2025[16], yet second-quarter organic growth of 17.8% fell short of the company's own 20%-24% guidance[7][8]; net sales of $3.274 billion landed at the low end of the $3.25-$3.45 billion guidance range[19][8]. The company then set third-quarter organic growth guidance at 34%-36%[4], which means the third quarter must absorb both the delayed revenue and new project deliveries.

Current evidence shows the slowdown was concentrated in the Americas, while the drag from EMEA is shrinking. Americas organic growth fell from 44.3% in the first quarter to 21.1% in the second, Asia Pacific rose from 12.0% to 25.7%, and EMEA narrowed from -29.4% to -2.4%[17][7]; the 10-Q states that Americas growth was slightly offset by temporary supply chain congestion and multi-phased project execution[22]. Management declined on the call to give a dollar amount for the delayed revenue but said all of it would be recognized in the second half, that guidance already allows for ongoing execution frictions, and that EMEA should return to organic growth in the second half[5]. An alternative reading is equally plausible: as individual projects grow larger, interdependencies between internal and external supply chains could keep delivery bottlenecks in place, so backlog could convert to revenue systematically more slowly than the company plans.

The financial chain runs from backlog through factory output and supply-chain coordination to phased shipments and site completion, with net sales recognized on delivery. The Americas account for about 62% of group sales and are the main source of organic growth[11], so how far Americas organic growth recovers from 21.1% largely decides whether the third quarter reaches the 34% floor. Note that the company has not updated its backlog in its 2026 quarterly disclosures, so delivery conversion can only be inferred from revenue growth[3].

What remains unresolved is whether the second-quarter delay was a one-time learning curve or the new normal for very large projects. The third-quarter report needs to show organic growth of at least 34% and net sales of at least $3.65 billion[4], Americas organic growth clearly above 21.1%, and EMEA back in positive territory. If third-quarter organic growth again falls below guidance, or the company again explains a revenue shortfall with project timing, delivery capacity rather than demand will have become the constraint on growth.

Margins beat while sales lagged in Q2; can the margin still reach 24.5% when delayed projects ship in Q3?

The margin path is the pivot of full-year earnings guidance, because much of the EPS growth comes from margin expansion rather than revenue alone. Full-year adjusted diluted EPS guidance of $6.65-$6.75[4] rests on the adjusted operating margin expanding about 340 basis points from 20.4% in 2025 to 23.8%[5]. The third-quarter margin midpoint of 24.5% is one of the highest quarterly targets of the year[5], and if the margin falls short, earnings growth will undershoot guidance even if sales are delivered.

The second-quarter profit mix shows that higher product gross margin was the main source of the margin beat. The second-quarter product gross margin was about 37.0%, about 5 percentage points above roughly 32.1% a year earlier; the services and spares gross margin was about 40.8%, below roughly 42.6% a year earlier[19]; and the Americas segment operating margin was about 27.6%, versus about 24.0% a year earlier[22]. Management said price-cost will be positive for the full year and can offset existing tariff impacts[5]. An alternative reading is that the second-quarter delays were mostly site installation and complex projects, so higher-margin standard products shipped first, and the concentrated completion of those projects in the third quarter, along with new plants ramping up, could pull the margin down.

The financial chain runs from the gap between project pricing and material and tariff costs to the product gross margin, from new-plant utilization and lean manufacturing to unit cost, and from the service mix changes brought by acquired fluid management businesses to the service gross margin, with adjusted operating profit left after selling, administrative, research and IT expenses. Second-quarter adjusted operating profit of $738 million exceeded the top of the $690-$730 million guidance range[3][8]; third-quarter guidance is $898-$938 million, a midpoint of $918 million and 54% year-over-year growth[4][5]. At the third-quarter sales midpoint of $3.75 billion, each percentage point of margin shortfall removes about $38 million of adjusted operating profit.

What remains unresolved is how much of the second quarter's 22.6% margin came from an accidental delivery mix. The third-quarter report needs to show adjusted operating profit of at least $898 million, a margin clearly above the second quarter's 22.6%, and a product gross margin that holds around 37%. If the third-quarter margin is no higher than 22.6%, or adjusted operating profit lands below the bottom of guidance, the full-year margin expansion case will need to be marked down.

First-half free cash flow of $1.58 billion rode on customer prepayments; how much gives back when deliveries speed up in Q3?

Cash flow quality determines whether Vertiv can fund both capacity and acquisitions without borrowing again. The company has moved from net debt to net cash[3], and in September it agreed to buy UIG for about $1.45 billion in cash plus up to $1.15 billion in performance-based consideration[15]. Full-year adjusted free cash flow guidance of about $2.5 billion[5], less the roughly $1.578 billion generated in the first half[9][3], implies only about $920 million is needed in the second half.

First-half cash flow clearly benefited from rising customer prepayments. Second-quarter operating cash flow was $1.100 billion and adjusted free cash flow was $925 million[3]; in the quarter deferred revenue rose by $1.172 billion, inventory by $664 million and accounts receivable by $587 million[10]. Deferred revenue reached $3.634 billion at the end of June, double the $1.815 billion at the end of 2025[20], and as early as the first quarter management attributed strong cash flow to payments on orders placed in the fourth and first quarters[18]. An alternative reading is that this cash was collected ahead of delivery, so as delayed projects ship in the third quarter, prepayments turn into revenue and inventory into cost, and a decline in cash flow would be the normal give-back that guidance already anticipates.

The financial chain runs from down payments and milestone payments on new orders, which raise deferred revenue and operating cash flow, to deliveries, which convert deferred revenue into revenue and inventory into cost of sales, while growth in inventory and receivables and capital spending of about 4% of sales reduce adjusted free cash flow[5]. Inventory reached $2.523 billion at the end of June, up $1.066 billion from $1.457 billion at the end of 2025[20]; first-half capital expenditures were $286 million, including $113 million in the first quarter[10][9]. The rapid build in inventory signals imminent deliveries but also ties up cash for now.

What remains unresolved is whether prepayments on new orders can keep offsetting the give-back from deliveries. The third-quarter report needs to show adjusted free cash flow of at least about $460 million, half the implied second-half amount, a deferred revenue balance that holds at $3.634 billion, and inventory that stops climbing quickly. If deferred revenue falls while revenue misses, or the company cuts its full-year free cash flow guidance, the first-half cash flow should be treated as a one-time prepayment.

Risks and Falsifiers

The first risk is that large acquisitions and earn-outs will change Vertiv's funding and profit structure. UIG requires about $1.45 billion in cash at closing, with up to $1.15 billion more payable against 12- and 24-month EBITDA targets[15], and the KES acquisition is expected to close in the fourth quarter[14]. The UIG closing cash equals about 47% of the $3.111 billion of cash and short-term investments at the end of June[20], and earn-outs are booked as contingent consideration that affects GAAP operating profit; PurgeRite's contingent consideration already reduced first-half GAAP operating profit by $62 million[10]. If the third-quarter report shows that the UIG closing requires no new borrowing and that fair-value changes in contingent consideration do not materially widen the gap between GAAP and adjusted profit, this risk does not hold.

The second risk comes from large customers' bargaining power and fixed-price contracts. Hyperscale, colocation and neocloud customers can demand more favorable terms and penalties for late delivery, and shift project and schedule risk to Vertiv through long-term fixed-price contracts[13]; in 2025 Americas net sales were $6.386 billion, or 62.4% of the group, and Americas segment operating profit of $1.714 billion was 74% of the segment total[11], so delivery delays affect both the timing of revenue and the possibility of penalties. If the third-quarter report shows no charges tied to delivery penalties, contract losses or project cost overruns, and the Americas segment margin stays at or above the second quarter's roughly 27.6%[22], this risk has not materialized.

The third risk is persistent delivery friction on large multi-phase projects. Management acknowledged that interdependencies between internal and external supply chains create a learning curve for project delivery[5]; second-quarter net sales of $3.274 billion fell about $76 million short of the $3.35 billion guidance midpoint[3][8], and the third-quarter guidance range is $200 million wide, so landing at the $3.65 billion bottom would be $100 million below the midpoint[4]. If third-quarter net sales are at least the $3.75 billion guidance midpoint and the company no longer cites timing shifts, this risk is falsified.

The fourth risk is that new capacity ramp-ups and tariff costs press on margins at the same time. Management said full-year capital spending will be at the high end of prior guidance and that favorable price-cost will offset existing tariff impacts[5]; at the third-quarter sales midpoint of $3.75 billion, each percentage point of margin shortfall removes about $38 million of adjusted operating profit[4]. If the third-quarter adjusted operating margin is at least 24.5% and the product gross margin is at least about 37%, this risk has not materialized.

The fifth risk is a give-back of customer prepayments. Down payments and milestone payments on large projects become revenue after delivery, and if prepayments on new projects do not keep pace, operating cash flow will drop noticeably; in the first half, the rise in deferred revenue contributed $1.823 billion of operating cash flow[10], more than the roughly $1.578 billion of adjusted free cash flow over the same period[9][3]. If the deferred revenue balance at the end of the third quarter is at least $3.634 billion[20] and adjusted free cash flow is at least about $460 million, this risk does not hold.

What to Watch Next

• Delayed revenue conversion: group organic growth was 17.8% and net sales $3.274 billion in the second quarter. Organic growth of at least 34% and net sales of at least $3.65 billion would confirm the delivery case; another shortfall or another reference to timing shifts would falsify it.
• Regional recovery: Americas organic growth was 21.1% and EMEA -2.4%. A clear Americas rebound above 21.1% and positive EMEA growth would confirm the recovery.
• Margin ramp: adjusted operating profit was $738 million at a 22.6% margin. A margin no higher than 22.6% or profit below $898 million would falsify the ramp toward 24.5%.
• Product gross margin: about 37.0% in the second quarter. A clear drop below 37% would suggest the second-quarter mix was largely accidental.
• Prepayments and cash: adjusted free cash flow was $925 million in the second quarter and about $1.578 billion in the first half. Third-quarter free cash flow below about $460 million, or a cut to the $2.5 billion full-year guidance, would falsify the cash case.
• Deferred revenue and inventory: deferred revenue was $3.634 billion and inventory $2.523 billion. Falling deferred revenue alongside a revenue miss would falsify the case.
• Acquisition funding: UIG needs about $1.45 billion at closing with up to $1.15 billion in earn-outs. No new borrowing and no material widening of the GAAP-to-adjusted gap would confirm the funding case.

Conclusion

Vertiv's business is driven by power and cooling demand from AI data centers, and its central tension today is not orders but the speed at which orders become revenue, profit and cash. The $15.0 billion backlog at the end of 2025 gives the company ample demand visibility[16], and the second quarter's 22.6% adjusted operating margin and net cash balance sheet show that both profitability and financial flexibility are improving[3]; but second-quarter organic growth of 17.8% missed guidance[7], and the third quarter must deliver 34%-36% organic growth and a 24.5% margin midpoint for full-year guidance to hold[4][5]. Delivery, margin and prepayment cash are linked: faster deliveries raise revenue but can compress margins and consume the prepayments built up in the first half.

Since the second-quarter report, independently citable third-party analysis with specific reasoning has been absent. The third-party content found over the period consisted mainly of broker opinion changes, individual investor articles, law-firm securities investigation notices and acquisition news, none of which forms a comparable outside interpretation, so no outside view is synthesized here and readers must judge the third-quarter report against the company's own disclosures and guidance.

The combination that would most strengthen the current understanding is third-quarter organic growth of at least 34% with a clear Americas rebound, an adjusted operating margin near 24.5% with the product gross margin holding around 37%, and a deferred revenue balance of at least $3.634 billion alongside adjusted free cash flow of at least about $460 million. Conversely, if revenue again misses guidance because of project timing, the margin slips to 22.6% or lower, or deferred revenue falls without revenue making up the difference, delivery capacity is constraining growth and the first half's margin and cash flow carried one-time elements.

Sources

[1] VRT 10-K filed 2026-02-13 · business, offerings and revenue recognition · 2026-02-13 · 10-K · https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001674101&type=10-K

[2] Drillr earnings calendar (updated 2026-10-01) · VRT 2026-10-28 call · 2026-10-01 · Drillr earnings calendar · https://gateway.drillr.ai/mcp/private

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[6] Drillr analyst_financial_estimates (updated 2026-10-01) · VRT quarter ending 2026-09-30 · 2026-10-01 · Drillr analyst_financial_estimates · https://gateway.drillr.ai/mcp/private

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[18] VRT Q1 2026 earnings call 2026-04-22 · guidance and Q&A · 2026-04-22 · earnings-call · https://gateway.drillr.ai/mcp/private

[19] VRT 10-Q filed 2026-07-29 · Q2 2026 statement of earnings · 2026-07-29 · 10-Q · https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001674101&type=10-Q

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[22] VRT 10-Q filed 2026-07-29 · Q2 2026 segment results · 2026-07-29 · 10-Q · https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001674101&type=10-Q