GE Vernova 10-K 2025-12-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-41966

GE Vernova Inc.

(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code) (617) 674-7555

Securities Registered Pursuant to Section 12(b) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange

Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has

been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to

Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was

required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and

"emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of

its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public

accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant

included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based

compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the outstanding common equity of the registrant not held by affiliates as of the last business day of the

registrant’s most recently completed second fiscal quarter (June 30, 2025) was approximately $144.0 billion. There were 269,529,464

shares of common stock with a par value of $0.01 outstanding at December 31, 2025.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement relating to the registrant's 2026 Annual Meeting of Stockholders (2026 Proxy Statement) to be

filed pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year ended December 31, 2025, are incorporated by

reference into Part III of this Annual Report on Form 10-K to the extent described therein.

TABLE OF CONTENTS

2025 FORM 10-K 3

FORWARD-LOOKING STATEMENTS**.** This annual report of GE Vernova Inc. (the Company, GE Vernova, our, we, or us) contains

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are

subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “guidance”, "outlook", “anticipate”,

“intend”, “plan”, “estimate”, “will”, “may”, and negatives or derivatives of these or similar expressions. These forward-looking statements

may include, among others, statements about our future performance, anticipated growth, and expectations in our business; the energy

transition; the demand for our products and services; our technologies and ability to innovate, anticipate, and address customer demands;

our ability to increase production capacity, efficiencies, and quality; our underwriting and risk management; the estimated impact of tariffs;

our product quality and costs; our cost management efforts; tax incentives; customer orders and commitments; project execution and

timelines; our actual and planned investments, including in research and development, capital expenditures, joint ventures and other

collaborations with third parties; our ability to meet our sustainability goals and targets; levels of global infrastructure spending; government

policies; our expected cash generation and management; our lean operating model; our capital allocation framework, including organic and

inorganic investments, share repurchases and dividends; our restructuring programs; disputes, litigation, arbitration, and governmental

proceedings involving us; the sufficiency and expected uses of our cash, liquidity, and financing arrangements; and our credit ratings.

Forward-looking statements reflect our current expectations, are based on judgments and assumptions, are inherently uncertain, and are

subject to risks, uncertainties, and other factors, which could cause our actual results, performance, or achievements to differ materially

from current expectations. Some of the risks, uncertainties, and other factors that may cause actual results to differ materially from those

expressed or implied by forward-looking statements include the following:

• Quality issues or safety failures among our products, solutions, or services;

• Significant supply chain or logistics disruptions, including cost or availability of materials or components;

• Disruptions or capacity constraints at our manufacturing or operating facilities;

• Our ability to manage our costs and achieve anticipated cost savings;

• Our ability to execute and estimate long-term service obligations;

• Our ability to successfully compete;

• Our ability to innovate and successfully commercialize new technologies and manage our product cycles;

• Achieving expected benefits from strategic transactions, joint ventures, and other third-party collaborations;

• Issues with grid connectivity or our customers’ ability to sell generated electricity;

• Our ability to manage customer and counterparty relationships and contracts;

• Our ability to maintain our investment grade credit ratings;

• Our access to capital or credit markets or other financing on acceptable terms;

• Decarbonization and energy-transition dynamics;

• Changes in energy, environmental, and tax laws and policies;

• Challenges of operating globally, including complex legal, regulatory, and compliance risks;

• Natural disasters, physical effects of climate change, pandemics, and other emergencies;

• Geopolitical events;

• Our ability to meet sustainability expectations, standards, and goals;

• International trade policies;

• Our ability to obtain, maintain, and comply with approvals, licenses, and permits;

• Our ability to comply with laws and regulations and related compliance costs;

• Impacts from claims, litigation, regulatory proceedings, and enforcement actions;

• Our ability to attract and retain highly qualified personnel and impacts from any labor disputes or actions;

• Our ability to secure, deploy, and protect our intellectual property rights and defend against third-party claims;

• Foreign currency impacts;

• Our ability to realize the benefits from our spin-off from, and our obligations to, General Electric Company;

• Our capital allocation plans, including the timing and amount of any dividends, share repurchases, acquisitions, organic

investments, and other priorities;

• The price, availability, volatility, and trading volumes of our common stock;

• The amount and timing of our cash flows and earnings;

• The impact of cybersecurity or data security incidents; and

• Other changes in macroeconomic and market conditions and volatility.

These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking

statements, and these and other factors are more fully discussed elsewhere in this Annual Report on Form 10-K, including in Item 1A. "Risk

Factors" and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," as may be updated from

time to time in our Securities and Exchange Commission (SEC) filings and as posted on our website at www.gevernova.com/investors/fls.

We do not undertake any obligation to update or revise our forward-looking statements except as may be required by law or regulation.

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PART I

INTRODUCTION. GE Vernova Inc. (the Company, GE Vernova, our, we, or us) is a global leader in the electric power industry, with

products and services that generate, transfer, orchestrate, convert, and store electricity. We design, manufacture, deliver, and service

technologies to create a more reliable, secure, and sustainable electric power system, enabling electrification and decarbonization,

underpinning the progress and prosperity of the communities we serve. We are a purpose-built company, positioned with a unique scope

and scale of solutions to help accelerate the energy transition, while servicing and growing our installed base and strengthening our own

profitability and stockholder returns. We have a strong history of innovation, which is a key strength enabling us to meet our customers’

needs.

The breadth of our portfolio also enables us to provide an extensive range of technologies and integrated solutions to help advance our

customers’ energy and sustainability goals. Our installed base generates approximately 25% of the world’s electricity. We build, modernize,

and service power systems to help our customers electrify their operations and economies, meet power demand growth, improve system

reliability and resiliency, and navigate the energy transition through limiting and reducing emissions. The portfolio of equipment and

services that we deliver is diversified across technology types and is adaptable based on electric power market conditions and demand.

GE Vernova Inc. is a Delaware corporation with corporate headquarters in Cambridge, Massachusetts. On April 2, 2024, General Electric

Company (GE), which now operates as GE Aerospace, completed the previously announced spin-off (the Spin-Off) of GE Vernova. In

connection with the Spin-Off, GE distributed all of the shares of our common stock to its stockholders and we became an independent

company. See Note 1 in the Notes to the consolidated and combined financial statements for further information regarding the Spin-Off.

COMPANY STRATEGY. GE Vernova is positioned as an industry leader to fulfill the growing demand for electrical power, while driving the

energy transition forward. Our focus is on supplying our customers with products and services necessary to deliver reliable, affordable, and

sustainable electricity. We expect significant growth in demand for the offerings we provide to the electric power industry.

Our company strategy is focused on:

• Delivering on global sustainability by developing, providing, and servicing technologies that enable electrification and

decarbonization.

• Maintaining and enhancing strong relationships with many of the leading and largest utilities, developers, governments, and

electricity users.

• Servicing the existing installed base and delivering new technologies and processes, which improve customer outcomes while

driving increased profitability and cash flow.

• Improving margins and lowering risk through better underwriting.

• Streamlining our product portfolio to focus on core workhorse products, which will improve both cost and quality going forward.

• Using lean to improve our cost structure and productivity levels across our business and corporate functions.

• Innovating and investing, along with third parties, in new offerings and technologies that will help customers electrify and

decarbonize the world.

• Allocating capital as a whole and within our various businesses – focused on generating cash flow to invest in our core

businesses, invest in targeted mergers and acquisitions (M&A), and return at least 1/3 of our cash generation to our stockholders.

SUSTAINABILITY**.** As a company whose technology base helps generate approximately 25% of the world’s electricity, our integration of

sustainability into our core business strategy and culture reflects our mission to electrify to thrive and decarbonize the world.

To operationalize this commitment, we have built the sustainability governance framework of “the Control Room.” The Control Room is led

by our Chief Sustainability Officer, who supervises a cross-functional, global team, and chairs our Sustainability Council. Further, we have a

Safety and Sustainability Committee of the Board of Directors, which guides and oversees our sustainability goals, impacts, risks, and

efforts. Our operational efforts are aligned with our business strategy, the priorities of our stakeholders, our commitments, and our aim to

deliver innovative technologies to create a more sustainable electric power system.

The four pillars of our sustainability framework: Electrify, Decarbonize, Conserve, and Thrive:

• Electrify: Catalyze access to more secure, sustainable, reliable, and affordable electricity, while helping to drive global**

economic development. We seek to add power generation and grid capacity to strengthen current electricity infrastructure and

provide critical redundancy, support electrification in underserved regions, and encourage economic development.

• Decarbonize: Invent, deploy, and service technology to help decarbonize and electrify the world.** We seek to advance both

the near-term impact by improving the trajectory on carbon intensity and the long-term impact by deploying products that are

increasingly capable of lower carbon emissions once supporting infrastructure is deployed at scale.

• Conserve: Innovate more while using less.** We are working to reduce both our direct and indirect greenhouse gas emissions

and have set a goal to achieve carbon neutrality for our Scope 1 and Scope 2 emissions by 2030. We also support the transition

to a more circular economy and recognize the importance of critical raw materials and nature in our mission. We are working to

track 90% of our top products as part of our circularity framework by 2030, including principles such as eco-design.

• Thrive****: Advance safe, responsible, and inclusive working conditions in our operations and across our value chain.** We

are committed to prioritizing safety, building and fostering an inclusive workplace globally and in the communities in which we

operate, promoting a culture of compliance and ethics, and advancing human rights across our supply chain.

The global shift towards a variety of energy sources, evolving and increased environmental regulations and requirements, and climate

change effects, present both challenges and opportunities that may impact our business. See Item 1A. "Risk Factors" for further information

about these risks.

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COMPETITION. We believe GE Vernova's businesses' ability to supply the electric power industry with a broad array of advanced

technologies for an intelligent, sustainable power system that help customers accelerate the energy transition is a key differentiator among

various competitors. Due to increasing demand exceeding available capacity for products and services that supply the electrical power

industry, we face growing competition from emerging threats. The continuing ability to reduce cycle times and ensure available capacity is

expected to allow us to remain competitive as demand for our products and services grows significantly. In addition, continued investment

in our products and services and emerging technologies is necessary for us to successfully compete and deliver economic value and

performance to our customers through efficiency, reliability, and affordability.

Our businesses operate in highly competitive markets. We compete based on product performance, quality, branding, service, and/or price

across the industries and geographies served. Various companies compete with us across single or multiple products and services.

Key Power segment competitors include Siemens Energy, Mitsubishi Power, Westinghouse, Framatome, and Rolls-Royce.

Key Wind segment competitors include Vestas, Siemens-Gamesa, Nordex, Envision, and Goldwind.

Key Electrification segment competitors include Hitachi Energy, Siemens Energy, Siemens, Schneider Electric, Mitsubishi Electric, and

ABB.

SEGMENTS. We report three business segments that are aligned with the nature of equipment and services they provide, specifically

Power, Wind, and Electrification.

Power**.** Our Power segment serves power generation, industrial, government, and other customers worldwide with products and services

related to energy production. Our products and technologies harness resources such as natural gas, oil, diesel, water, and nuclear to

produce electric power and include gas and steam turbines, full balance of plant, upgrade, and service solutions.

Gas Power - offers a wide spectrum of heavy-duty and aeroderivative gas turbines for utilities, independent power producers, and

numerous industrial applications, ranging from small, mobile power to utility scale power plants. Gas Power also delivers maintenance and

service solutions across total plant assets and over their operational lifecycle.

Nuclear Power - provides nuclear technology solutions for boiling water reactors including reactor design, reactor fuel and support services,

and the design and development of small modular reactors through joint ventures with Hitachi, Ltd.

Hydro Power - provides a portfolio of solutions and services for hydropower generation for both large hydropower plants and small

hydropower solutions.

Steam Power - offers a comprehensive range of steam turbine technologies and services primarily for nuclear power plants in North

America and coal-fired power plants, helping our customers deliver reliable energy, and supporting coal-fired plant customers transitioning

to a lower-carbon future.

We believe that gas power plays an essential role in the energy transition, serving as a fundamental source of reliable and dispatchable

power to support industrialization, grid stability needs, and rising electricity demand from hyperscalers and data centers.

As of December 31, 2025, our fundamentals remained strong with approximately $94.4 billion in remaining performance obligations (RPO)

and a gas turbine installed base of approximately 7,000 units with approximately 1,800 units under long-term service agreements and an

average remaining contract life of approximately 10 years. As of December 31, 2025, we had 51 HA-Turbines in RPO, 43 being installed

and commissioned, and 126 HA-Turbines in our installed base with approximately 3.6 million operating hours.

We maintain a strong focus on our underwriting discipline and risk management to secure deals that meet our financial hurdles and ensure

we deliver confidently for our customers. Operating in emerging markets presents uncertainties in deal closures due to financing and other

complexities. Given the long-cycle nature of our business and the ongoing challenges from inflationary pressures, our Power segment has

proactively implemented lean initiatives to sustain cost productivity, collaborated closely with suppliers, and adjusted product and service

pricing in line with market demand, inflation, and industry dynamics.

We continue to invest in new product development. In Nuclear Power, we have an agreement with a customer for the deployment of small

modular nuclear reactor (SMR) technology, making it the first commercial contract of its kind in North America. We are also in discussion

with the U.S. Administration regarding the development of SMRs. SMRs have the potential to reduce nuclear power plant costs and cycle

times through their standardized and modularized design. In Gas Power, we are committed to long-term investments to meet our growing

demand from our customers by enhancing production capacity at existing factories to address the increasing need for both equipment and

services. We continue to invest in technologies and decarbonization pathways to deliver lower carbon-emitting and more reliable power,

launching our first commercial direct air capture deployment with a collaborator, using GE Vernova’s proprietary solid sorbent technology.

We are committed to advancing decarbonization technologies that we believe will provide our customers with options for more renewable

and more dependable energy.

Wind**.** Our Wind segment includes our wind generation technologies, inclusive of onshore and offshore wind turbines and blades. In our

Wind segment, we engineer, manufacture, and commercialize wind turbines, an important technology playing a role in the energy transition

as we seek to decarbonize the world's energy sector.

Onshore Wind - delivers wind turbines, technology, and services for the onshore wind power industry by focusing on workhorse products in

select geographies, while continuing to innovate the technology to create wind turbines suitable for various markets and environmental

conditions. Our workhorse products include our 2.8-127m, 3.6-154m, 6.1-158m, and 6.0-164m onshore units. Wind services assists

customers in improving cost, capacity, and performance of their assets over the lifetime of their fleets, utilizing digital infrastructure to

monitor, predict, and optimize wind farm energy performance.

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Offshore Wind - provides offshore wind power technologies and wind farm development for the offshore wind power sector. Our workhorse

product in the offshore market is our Haliade-X 220m offshore unit.

LM Wind Power - designs, produces, and tests wind turbine blades.

As we focus on providing carbon-free electricity reliably and at scale, we have simplified our segment management structure and portfolio

of product offerings, focusing on fewer and more reliable workhorse products. Our workhorse products account for approximately 75% of

our equipment RPO at December 31, 2025. Included in our RPO are services agreements on approximately 24,000 of our onshore wind

turbines, from an installed base of approximately 59,000 units.

At Onshore Wind, we are growing our installed base by focusing on customers and markets that best align with our product offering, design

philosophy, and supply chain footprint. The U.S. market currently represents approximately 60% of Onshore Wind's equipment RPO. This

market has seen various changes related to sector-specific tariffs and production tax credits, increasing short-term demand volatility. We

monitor government actions for any changes that could adversely impact wind turbine manufacturers, while making strategic investment

decisions that both preserve and enhance our competitive position in this market. In parallel, we are growing our international equipment

profitability by selling established workhorse products in markets where we have a competitive advantage. Finally, we continue to make

investments to improve our fleet availability and services profitability.

At Offshore Wind, we continue to experience pressure related to our project costs and execution timelines, as we deliver on our existing

backlog. On December 22, 2025, the United States Department of Interior announced that it is pausing the leases for all large-scale

offshore wind projects under construction in the United States, which had a direct impact on the Vineyard Wind project completion timeline.

Despite these challenges, we are focused on driving quality improvements, installation efficiencies, cost productivity, and working with

regulators to drive better outcomes for both our customers and businesses.

Electrification. Our Electrification segment includes grid solutions and power conversion & storage, which we collectively refer to as

Electrification Systems, and Electrification Software, that provide products and services required for the transmission, distribution,

conversion, storage, and orchestration of electricity from point of generation to point of consumption. Several of the key offerings in this

segment, for example, include our high-voltage direct current transmission (HVDC) and alternating current substation solutions, power

transformers, switchgear, synchronous condensers, and our grid automation related products and services.

Grid Solutions - enables power utilities and industries worldwide to effectively manage electricity from the point of generation to

consumption, helping improve the reliability, efficiency, and stability of the grid. Offerings include a comprehensive portfolio of equipment,

hardware, protection and control, automation, and digital services. Grid Solutions also addresses the challenges of the energy transition by

safely and reliably connecting intermittent renewable energy generation to transmission networks.

Power Conversion & Storage - combines advanced energy conversion and storage systems to meet the electrification needs of utilities and

industries. With a focus on industrial electrification, power stability, and energy storage solutions, Power Conversion & Storage empowers

customers by addressing their most complex electrification challenges accelerating their transition to a sustainable, decarbonized future.

Electrification Software - supports the transmission, distribution, conversion, storage, and orchestration of electricity from point of

generation to point of consumption.

We continue to experience robust demand for our systems, equipment, and services. Demand remains strong for large scale transmission-

related equipment to interconnect renewables and move bulk power. We also continue to benefit from higher growth in orders from other

transmission activities to connect new power sources, to electrify industries including data centers playing a key role in the development of

artificial intelligence (AI), and to modernize existing grid infrastructure.

Our Grid Solutions business is positioned to support grid expansion and modernization needs globally. We participate in the onshore

interconnection sector and the rapidly growing offshore interconnection sector with new products and technology. We have developed and

seek to continue developing new technologies with the intention of solving for a denser, more resilient, stable, and efficient electric grid with

lower future greenhouse gas emissions.

We adjust pricing and contractual terms of our products and services based on demand, inflation, and industry dynamics. Customer lead-

times have increased as a result of demand outstripping supply, though we are proactively managing this by deploying lean initiatives to

reduce lead-times and drive cost productivity. In addition, we are making investments to expand our capacity and capabilities to support this

continued growth while benefiting from synergies across our Electrification businesses.

RESEARCH AND DEVELOPMENT. GE Vernova’s R&D efforts focus on driving the energy transition. We are engineering the

technologies, forging the partnerships, and delivering innovations to electrify and decarbonize the world. We expect to invest approximately

$5 billion of cumulative R&D from 2025 through 2028 across our businesses. Approximately half of this R&D is focused on continuously

industrializing existing products and supporting our installed base for this decade. The other half is focused on long-term innovation to

deliver our next generation of differentiated products.

R&D is performed within each of our businesses, and at multiple locations around the world, including at our research facilities in

Niskayuna, New York and Bangalore, India, which we refer to collectively as Advanced Research. Advanced Research partners with our

businesses on programs to create the technology breakthroughs that will feed our future product roadmaps. They are guided by our

customers’ demands for sustainable, affordable, resilient, and secure energy. Additionally, Advanced Research partners with other

established and start-up companies and educational institutions to incubate and commercialize new technology and launch new

businesses in markets that are key to the energy transition but go beyond GE Vernova’s core businesses.

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INTELLECTUAL PROPERTY. We have a substantial portfolio of intellectual property (IP) assets, registered and unregistered, that protect

both our investments in R&D across our businesses as well as our products and services. To protect our innovation, we rely on a variety of

IP rights and data protection measures, as well as monitor the activities of third parties to ensure that unauthorized use of IP does not go

unremedied.

Patents are an important part of our IP strategy. They protect our inventions around the world. We shape and reposition our patent portfolio

to cover emerging and other technologies that drive our core businesses. Software, which is important to all of our businesses, but is

especially central to the IP position of the Electrification businesses, is protected by a combination of copyrights, patents, and contractual

protections.

We protect our trade secrets and confidential know-how by actively enforcing our internal policies for data classification and protection and

by requiring and enforcing specific innovation and proprietary information agreements and non-disclosure agreements. We also utilize

contemporary cybersecurity tools and systems, as well as physical security measures, that safeguard our most valuable data from insider

threats and third-party concentrated efforts to misappropriate our IP. See Item 1C. "Cybersecurity" for further information.

While our patents and other IP protections are important to our operations, we do not consider any single IP asset or group of assets to be

of material significance to any of our financial segments or our businesses as a whole. However, we believe that we derive a sustained

competitive advantage both from our IP portfolio as well as technical know-how embedded in our products and manufacturing techniques

developed over decades. We further believe that our understanding of our customers’ needs, technology expertise, and manufacturing

know-how are critical to our business.

In addition to our IP portfolio, we have a license to use certain IP from GE, including the GE name and the GE Monogram. The license

applies to our products and services, as well as to natural extensions and evolutions thereof. See “Certain Relationships and Related

Transactions and Director Independence” in Part III, Item 13 of our annual report on Form 10-K for the year ended December 31, 2024,

which incorporated by reference the section titled "Agreements Governing Intellectual Property" that was included in the section titled

"Certain Relationships and Related-Party and Other Transactions" in GE Vernova's definitive proxy statement relating to our 2025 Annual

Meeting of Stockholders.

GLOBAL SUPPLY CHAIN. Annually, we purchase approximately $20 billion in materials and components sourced from over 100

countries. We face various supply chain challenges, many of which are industry-wide or arise from geopolitical and economic conditions

beyond our control. These include global conflicts, global economic trends, geopolitical dynamics like sanctions, tariffs and other trade

tensions, inflation, logistics issues, human rights landscape shifts, and regulatory changes. Additionally, potential disruptions such as

natural disasters and other extreme weather conditions, global pandemics, and cyber-attacks could significantly impact our operations,

financial performance, and ability to meet customer commitments. See "Risks Relating to Operations and Supply Chain" in Item 1A. "Risk

Factors" for additional information.

To address these challenges, we maintain strong supplier relationships and connected forecasting to identify and mitigate capacity risks as

early in the process as possible. We also prioritize opportunities to localize our supply chain to serve distinct geographies, while at the

same time allowing us to maintain a globally diverse supply chain for operational resiliency. Our risk-based supplier onboarding process

involves thorough due diligence, focusing on performance, labor standards, ethical sourcing, and human rights, supported by an audit

program. We are expanding these efforts to consider environmental impact and environmental, social, and governance (ESG) regulations

along with alignment to our GE Vernova sustainability framework.

Internally, we manage risks through cyber mitigation, business continuity planning, and crisis management. We have developed cross-

business councils for supply chain and procurement to proactively share best practices around supply chain resiliency. We are also

enhancing our risk management tools to leverage technology for better market trend analysis and risk mitigation concerning commodity

pricing, availability, lead-times, country specific tariff impacts, and ESG compliance. Specifically, to minimize inflationary impacts, we have a

sourcing process to monitor commodity price fluctuations across the ferrous, non-ferrous, precious metals, and energy commodities. To

mitigate the impact of tariffs, we are diversifying our supply chains, increasing U.S. manufacturing capabilities, and engaging with policy

makers and industry associations to advocate for more beneficial trade policies. We continue to employ and evolve lean practices across

our operations to enhance safety, quality, and delivery performance, building new capabilities to scale our supply chain aligned to our

business growth.

HUMAN CAPITAL. GE Vernova is a global workforce of approximately 75,000 employees, with approximately 70% of our employees

specializing in manufacturing, engineering, or services. In addition, we have over 3,000 employees in quality or environmental, health, and

safety (EHS) roles, critical disciplines for our success as a company. Our culture enables us to deliver on our purpose: Electrify to Thrive

and Decarbonize. We operate according to a set of shared principles that guide how we create value for our customers, people,

stockholders, and planet. We call this the GE Vernova Way:

We drive innovation in everything we do to electrify and decarbonize the world.

• We serve our customers with pride and a focus on mutual success and long-term impact.

• We challenge ourselves to be better every day; lean is how we work.

• We break boundaries and cross borders to win as one team.

• We remain accountable individually and collectively to deliver on our purpose and commitments.

GE Vernova is strongly committed to attracting, developing, and retaining exceptional talent. This requires an environment where

employees can learn, experiment and grow, professionally and personally. Employees are empowered to own their own career

development through self-directed tools that facilitate career planning, growth experiences, and mentor connections. In parallel, we

continue to invest in world-class early career development programs, leadership learning, energy industry acumen, and hands-on lean

experiences. Clear expectations, ongoing feedback, and pay-for-performance are the essential elements of how we drive high

performance. We take a longer-term approach to developing future talent for critical roles while refreshing our succession plans on an

2025 FORM 10-K 8

ongoing basis. Our goal is to cultivate a work experience that engages our employees, drives focus on what matters most, empowers

timely, accountable decision-making, and builds impactful leaders for the future.

We trace our beginnings to the Edison General Electric Company, a manufacturer of electric lighting fixtures, sockets, and other electric

lighting devices. We carry forward that legacy today as a developer, manufacturer, and service provider of power generating and

decarbonizing solutions. GE Vernova’s portfolio also includes Advanced Research with hundreds of technologists and cross-discipline

experts focused on enabling ground-breaking innovations destined to shape the energy transition.

Our footprint is truly global with approximately 24,000 employees in Europe, 21,000 employees in the U.S., 19,000 employees in Asia, and

6,000 employees in Latin America. GE Vernova’s relationship with employee-representative organizations around the world takes many

forms.

• Within the U.S., we have approximately 1,400 union-represented production and maintenance employees, of which approximately

1,350 are covered by a five-year collective bargaining agreement that expires in June 2030.

• In Europe, we have a European Works Council which represents all of our employees in European Union (EU) member states, the

United Kingdom (U.K.), Switzerland, and Norway. Additionally, we engage with approximately 100 representative organizations

such as works councils and trade unions, in accordance with local law. Social dialogue, including information and consultation, is a

key component of doing business in Europe and a driver of sustainable business growth for us in the region.

• In addition to the U.S. and Europe, we also engage with employee representative bodies in China (3,000 employees), India (2,000

employees), Canada (700 employees), Brazil (700 employees), and Mexico (175 employees).

We strive to build and maintain productive relationships with all trade unions and employee-representative organizations with which we

engage. More broadly, our relationship with every employee, regardless of functional discipline, geography, or representation status, is a

priority. The purpose, passion, and expertise our employees embody every day is fundamental to providing essential electricity around the

world and for the future of our environment.

ENVIRONMENTAL, HEALTH, AND SAFETY MATTERS. GE Vernova is committed to providing and promoting a safe and healthy working

environment, using natural resources and energy in a sustainable way, and avoiding an adverse impact to employees and contractors, our

customers, the environment, and the communities where we do business. We support our customers by maintaining the highest standards

in safeguarding our employees, our contracting partners, and the environment.

In addition to our own internal enterprise standards and core requirements on various EHS topics, we are subject to international, national,

state, and local EHS laws, regulations, and industry and customer standards, including EHS licensing and authorization requirements.

These EHS laws apply to a broad range of activities across our whole product lifecycle and our entire global organization, including those

related to:

• protection of the environment and use of natural resources;

• occupational health and safety;

• the use, management, release, storage, transportation, remediation, and disposal of, and exposure to, hazardous substances and

waste;

• our products, including the use of certain chemicals in our products and production processes;

• emissions to air and water; and

• climate change and greenhouse gas emissions.

EHS laws vary by jurisdiction and have become increasingly stringent over time. These requirements impose certain responsibilities on our

business, including the obligation to install pollution control technologies and obtain and maintain various environmental permits, the cost of

which may be substantial. Satisfying such local EHS requirements is often a minimum requirement for us, and we commit extensive

resources to maintaining our compliance with these requirements. For example, by applying our enterprise standards and core

requirements everywhere (except where local regulations are more stringent), we often go beyond local compliance requirements,

especially where local standards are weak or lacking. Safety is incorporated into our lean operating method and we prioritize safeguarding

our employees and contractors. We also enhance our internal enterprise standards and core requirements regularly through a culture of

continuous improvement and documenting opportunities to improve through internal and external audits.

Our proactive approach to EHS matters requires assessing and managing potential EHS risks and preparing our teams accordingly. We

utilize data to provide teams with actionable insights, enabling us to make informed decisions and assist in reducing the likelihood of

incidents before they occur. We also utilize robotics and automation where appropriate to help keep our employees and contractors out of

harm's way.

Following the Spin-Off, we established our Life Saving Rules, instructions, and critical controls that define how work is performed safely. We

work continuously to operationalize these rules across manufacturing, project, and service teams, with the expectation that they are a core

component of daily business and operations management. We also systematically analyze potentially severe events to identify patterns,

escalate findings to leadership, and translate learnings into corrective and preventive actions. We reinforce safe start and mobilization

practices, and deepened collaboration through contractor and partner forums to drive alignment and shared accountability for safety.

Our EHS management system includes measures to verify that we are monitoring adherence to GE Vernova EHS standards and regulatory

requirements through audits and inspections. Operations are assessed on a regular basis as part of our management of change (MOC)

process to mitigate safety risks. EHS operational reviews at both the business and GE Vernova level address progress on program

execution as well as strategy discussions related to emerging EHS risks.

REGULATION. We are a manufacturer and servicer of energy products, a participant in the energy supply chain, a large publicly traded

U.S. corporation that operates globally, a government contractor, and an employer of a large global workforce. As such, our businesses and

operations are affected by global laws, regulations, and standards that impact each of these capacities.

2025 FORM 10-K 9

• Manufacturer and Servicer.** Our production cycle and products are subject to global regulations, such as permitting, quality

controls, environmental and eco-design regulations, health and safety regulations, export control laws, product specifications,

market-related policies, and distribution regulations in countries in which our products are manufactured or sold. We maintain

processes and procedures to comply with such applicable global laws and regulations as they pertain to the various stages of our

production life cycle, including the development of our products. Our ability to design, market, sell, and distribute our products

globally depends upon our compliance with laws and regulations in each jurisdiction.

We design and manufacture sophisticated, innovative products and services for the energy sector, which are subject to EHS and

sustainability regulations. These regulations, such as the Registration, Evaluation, Authorisation and Restriction of Chemicals

(REACH) regulation of the EU, include those governing chemicals and components used or generated by products or

manufacturing processes, such as per/polyfluoroalkyl substances (PFAS), contained in components and products sourced in

connection with manufacturing and services operations. In addition, some of our operations involve the handling, use,

transportation, and disposal of radioactive and hazardous materials, including nuclear fuel, nuclear power devices, and their

components. We are subject to international, federal, state, and local regulations governing the handling, use, transportation, and

disposal of such materials.

Some of our businesses are subject to product regulatory regimes specific to their sector. In particular:

◦Nuclear. Our nuclear products and technologies are regulated through country-specific laws and regulations and are

subject to various safety-related requirements. In the U.S., the U.S. Nuclear Regulatory Commission (NRC) oversees the

licensing, permitting, and decommissioning of nuclear sites, and in Canada, the Canadian Nuclear Safety Commission

regulates the use of nuclear energy and materials to protect health, safety, and the environment. Our Nuclear business’s

standard process is to work with the national regulatory commissions in order to comply with all aspects of regulations

from permitting at the time of site selection to decommissioning requirements at the end of life.

◦Offshore Wind. The U.S. Bureau of Safety and Environmental Enforcement (BSEE) is a U.S. federal agency that

oversees the safe and environmentally responsible exploration and development of U.S. offshore energy resources. Our

Offshore Wind business is subject to BSEE regulatory oversight and enforcement in connection with the Vineyard Wind

offshore wind farm off the coast of Massachusetts. The Health and Safety Executive (HSE) is the authority that oversees

health and safety issues in the offshore energy sector in England, Wales, and Scotland. The Marine Management

Organisation (MMO) oversees environmental issues affecting the offshore energy sector in the United Kingdom. Our

Offshore Wind business is subject to HSE and MMO regulatory oversight and enforcement in connection with the Dogger

Bank offshore wind farm off the coast of England. For Dogger Bank, we are the manufacturer and supplier of our

Haliade-X.

◦Electrification Software. Our Electrification Software business builds software and solutions that enable our customers to

use data and technology to, among other things, orchestrate reliable and efficient power transmission and delivery.

Beyond delivering innovative solutions that provide grid resiliency such as GridOS, our Electrification Software business

has made significant investments in compliance programs and security systems, allowing our products and services to

comply with the applicable privacy, data, and cybersecurity regulations.

◦Financial Services. In connection with certain business activities, an entity of our Financial Services business has

registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (Advisers Act),

and another entity has become a registered broker-dealer under the Securities Exchange Act, as amended (Exchange

Act), and a Financial Industry Regulatory Authority (FINRA) member firm. These registered entities are subject to a

number of laws and regulations from the SEC, FINRA, and state securities regulators, as applicable, which impose

various compliance, disclosure, qualification, recordkeeping, reporting, and other requirements. In addition, under the

Advisers Act, our registered investment adviser entity has fiduciary duties to its clients, is subject to restrictions on its

ability to engage in principal and agency cross transactions, and may be inspected by the SEC to determine whether we

are conducting our activities in compliance with applicable law.

• Participant in the Global Energy Supply Chain.** As a participant in the global energy supply chain, our businesses and

operations must comply with global sanctions regimes, as well as an increasing number of global laws and regulations that extend

to our sourcing, purchasing, and life cycles. Our import activities are governed by the unique customs laws and regulations in each

of the countries where we operate. Pursuant to their laws and regulations, governments may impose economic sanctions against

certain countries, persons, and entities that may restrict or prohibit transactions involving such countries, persons, and entities,

which may limit or prevent our conduct of business in certain jurisdictions. The scope of these regulations extends to product

circularity and extended producer responsibility, sustainability disclosure requirements such as the EU Corporate Sustainability

Reporting Directive (CSRD), carbon emissions (including the EU Carbon Board Adjustment Mechanism), labor and employment,

deforestation (such as the EU Deforestation Act), human rights due diligence, modern slavery, forced labor, child labor, supply

chain due diligence including the EU Corporate Sustainability Due Diligence Directive (CSDDD), and whistleblower directives. In

addition to complying with such regulations with respect to our own operations, a growing number of sourcing regulations apply

these regulatory requirements across our full value chain, including global regulations about human rights and environmental due

diligence conducted with respect to suppliers.

• Government Contractor.** Many of our sales are made to U.S. or foreign governments, regulated entities such as public utilities,

state-owned companies, and other public sector customers. These types of sales often entail additional compliance obligations,

such as public procurement laws. For example, a bidder may be required to demonstrate that it has been active as a local

registered company or has sufficient capitalization or technical qualifications. For contracts with the U.S. federal government, with

certain exceptions, we must comply with the Federal Acquisition Regulation and applicable agency rules, regulations governing

Federal Financial Assistance Agreements, rules and regulations issued by the Office of Federal Contract Compliance Programs,

the Procurement Integrity Act, the Buy American Act, the Trade Agreements Act, and/or presidential executive orders. The U.S.

federal government could invoke the Defense Production Act, requiring that we accept and prioritize contracts for materials

deemed necessary for national defense, regardless of loss in revenue incurred on such contracts. From time to time, we may also

2025 FORM 10-K 10

need to comply with the EU’s Foreign Subsidies Regulation, which imposes mandatory notification and approval requirements on

companies bidding on large public tenders in the EU.

• Global, Publicly Traded** Energy Company. As a publicly traded company in the U.S, we are subject to the laws and regulations

of the SEC as well as the rules of the New York Stock Exchange, on which our common stock is listed**.** As a global enterprise

operating in over 100 countries, we must abide by laws and regulations applicable to entities across many jurisdictions, including

those governing antitrust and competition, as well as:

◦Cybersecurity, Data Privacy, and Artificial Intelligence. We are subject to rapidly evolving laws and regulations governing

cybersecurity and data privacy in many jurisdictions, including those imposed by federal and state regulators in the U.S.,

such as the Federal Trade Commission and state agencies, and the General Data Protection Regulation in Europe. As AI

is an emerging area, we expect to see increased legislation, such as the EU Artificial Intelligence Act, and additional

regulatory obligations across the jurisdictions in which we operate.

◦Anti-bribery and Anti-corruption. The U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act of 2010, the Brazil

Clean Companies Act, China’s Unfair Competition Law, India’s Prevention of Corruption Act, and similar anti-corruption

and anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper

payments to government officials for the purpose of obtaining or retaining business.

• Employer.** As an employer of full-time, part-time, seasonal, unionized and non-unionized labor, we are required to create

compensation programs, employment policies, and other administrative programs that comply with the laws of multiple countries.

In addition, there are diverse global regulations regarding our independent and third-party contractor workforce. Our operations

are subject to global labor and employment laws, including minimum wage and living wage laws and directives, wage and hour

laws, health and safety laws such as Occupational Safety and Health Administration (OSHA), immigration laws, and laws relating

to minimum age child labor, modern slavery, and forced labor. Federal and local labor laws also govern our interactions with

employee-representative organizations around the world. We also have significant obligations and liabilities with respect to our

postretirement benefit plans, including pension, healthcare, and life insurance benefits obligations, all of which are subject to

applicable laws and regulations.

These laws and regulations are subject to change at any time. We make the necessary adjustments to our processes in order to maintain

compliance with the regulatory environment impacting all aspects of our businesses. Complying with requirements can impose significant

costs, especially in jurisdictions where we do not have a significant physical presence. See Item 1A. "Risk Factors" for further information

regarding risks and costs associated with such compliance.

AVAILABLE INFORMATION. Our corporate headquarters is located at 58 Charles Street, Cambridge, Massachusetts 02141, and our

telephone number is (617) 674-7555. Our website address is www.gevernova.com. Our Annual Report on Form 10-K, Quarterly Reports on

Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the

Securities Exchange Act of 1934, as amended (the Exchange Act), are available, without charge, on our website, as soon as reasonably

practicable after they are electronically filed with, or furnished to, the SEC. Information contained on, or that can be accessed through, our

website is not part of, and is not incorporated into, this Annual Report on Form 10-K or any other filings we make with the SEC. Our website

at www.gevernova.com/investors contains a significant amount of information about GE Vernova, including financial and other information

for investors. We encourage investors to visit this website from time to time, as information is updated, and new information is posted.

You should carefully consider the following risks and other information set forth in this Annual Report on Form 10-K in evaluating GE

Vernova and GE Vernova’s common stock. The risks and uncertainties described below are not the only risks and uncertainties we face.

Additional risks and uncertainties not presently known to us or that we presently deem less significant may also adversely affect our

business.

Risks Relating to Operations and Supply Chain

Quality issues among our products, solutions, and services could cause us to incur significant costs, reduce demand for our

products and services, lead to claims for damages or regulatory actions, and harm our business or reputation. We design,

manufacture, and service sophisticated, software-enabled industrial machinery and infrastructure (including gas turbines, onshore and

offshore wind turbines, grid infrastructure, and nuclear power generation equipment), engineered for demanding conditions and compliance

with stringent certification, performance, and reliability standards. A serious product, solution, or execution failure could result in injury or

death, widespread power outages, suspension of power production or operations, delivery delays, environmental impacts, or other

systemic issues.

Actual or perceived design, production, performance, or other quality issues in new introductions or existing product lines have resulted and

can result in warranty, maintenance, and other damage claims, including costs for project delays, repairs, and replacements, potentially in

significant amounts. These potential impacts are greater where the defects or issues affect an entire product line or component and can be

more pronounced with new technologies.

Developing and maintaining offerings that meet these standards is complex, costly, and technologically challenging and requires extensive

coordination across suppliers and global manufacturing and project sites. Failures to meet these standards, whether actual or perceived,

may result in significant contractual or other claims and regulatory suspensions of installation or operations, with adverse financial,

competitive, and reputational effects. Warranty and quality-related costs have represented, and may in the future represent, a meaningful

portion of our expenses.

2025 FORM 10-K 11

Significant supply chain and logistics disruptions, including volatility in the cost or availability of critical materials and

components, could delay or impact our ability to deliver on customer obligations, increase costs, and expose us to contractual

and reputational risks. We rely on third-party suppliers, contract manufacturers, service providers, and commodity markets for raw

materials, parts, components, and subsystems. Our globally distributed supply chains are subject to economic and geopolitical dynamics,

sanctions, tariffs, import/export restrictions, severe weather events, as well as other factors. We operate in a supply-constrained

environment and have experienced, and may continue to experience, shortages of materials and skilled labor, inflationary pressures,

transportation and logistics challenges, and manufacturing disruptions that affect revenues, profitability, cash flow, and on-time fulfillment.

While we pursue mitigation measures, such as long-term supply agreements, dual-sourcing, increased inventory levels, factory capacity

expansion, lean initiatives, alternative logistics, product or component redesign, and cost-sharing with customers and suppliers, supply

chain pressures are expected to persist and may continue to adversely affect our operations and financial performance. Certain inputs are

limited or sole-sourced, concentrated with a small number of suppliers, or primarily available from a single country, including semiconductor

chips and critical materials (such as specialty metals and rare earths). Although prior disruptions have not been material, the inability of a

supplier to deliver, and our inability to secure timely and cost-effective alternatives, could impair our ability to manufacture products or

provide services.

Our operations may be adversely affected by delivery delays, capacity constraints, upstream or downstream production disruptions, price

spikes, cyber-related attacks, or decreased availability of materials and commodities arising from war or other hostilities, natural disasters,

public health emergencies, increased tariffs or trade restrictions, or other business continuity events. Supplier nonperformance or

underperformance could impact our ability to fulfill customer commitments, trigger contract terminations or liability, and impair our

competitiveness.

We depend on multiple forms of transportation and transportation routes. Logistics can be disrupted by weather, strikes or lockouts,

inadequate infrastructure or port capacity, hostilities, terrorism, or other events, and transportation costs can be volatile. Any of these

factors could impede our ability to deliver quality products, solutions, and services and have a material adverse effect on our results of

operations, cash flows, and financial condition.

Disruptions or capacity constraints at our manufacturing and operating facilities could delay deliveries, increase costs, damage

customer relationships, and limit our ability to meet demand for our products and services, and planned capacity expansions

may not result in the benefits we expect if demand does not meet expectations. We depend on our global production and operating

network to develop, manufacture, assemble, supply, and service our offerings. Disruptions such as work stoppages, labor shortages,

import/export restrictions, significant public health or safety events, severe weather or natural disasters, financial distress, unplanned

downtime, manufacturing deviations or quality issues, production constraints, equipment failures, cybersecurity attacks, and geopolitical

dynamics can interrupt our operations, with risks heightened in certain emerging markets.

We also rely on our production facilities for critical components. If disturbances at these locations prevent us from producing sufficient

quantities, we may need to source more from external suppliers, which could introduce delays, quality control issues, or additional costs.

A significant event affecting any of our production or operating facilities, particularly when capacity is at or near full utilization or alternative

sites are unavailable, may disrupt our ability to supply customers, require us to defer or decline orders, or cause late deliveries. Expanding

our capacity to meet current or future demand or support new products requires significant capital investment and lead time and may be

delayed in execution.

Further, our capacity expansions and related commitments may outpace realized demand. We make capacity expansion decisions and

supply commitments based on demand forecasts, orders, slot reservation agreements, and deposits. If anticipated demand is delayed or

does not materialize, orders may be deferred, reduced, or canceled and slot reservation agreements may not result in orders. As a result,

we could be over-invested in our facilities and could incur excess or idle capacity, under-absorption of fixed costs, production inefficiencies,

inventory build and write-downs, penalties under supply agreements, lower margins, and impairment of long-lived assets.

Risks Related to Managing Growth and Competition

We may fail to achieve anticipated cost savings**.** Achieving our long-term financial and cash flow goals depends on our ability to

effectively manage operating costs. Because many costs are affected by factors outside our control, we rely on productivity initiatives

(including lean operations and supply chain management) to drive savings, but there is no assurance they will succeed. Expected savings

are based on estimates and assumptions

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the Spin-Off.

GE Vernova has processes for assessing, identifying, and managing cybersecurity risks that are built into our risk management program

and IT functions. These processes are designed to help protect our information assets from internal and external cyber threats, protect

employee information from unauthorized access or attack, and secure our networks, systems, and products. We have developed and

implemented a cybersecurity framework intended to assess, identify, and manage risks from threats to the security of our information,

systems, products, and networks using a risk-based approach. The framework is informed in part by industry standards such as the

National Institute of Standards and Technology (NIST) Cybersecurity Framework and International Organization for Standardization 27001

(ISO 27001) Framework. This approach does not imply that GE Vernova meets all technical standards, specifications, or requirements

under the NIST Cybersecurity Framework or ISO 27001.

Our key cybersecurity processes include:

• Risk-based controls for information systems and information on our network.** We seek to maintain an IT infrastructure that

implements physical, administrative, and technical controls that are calibrated based on risk and designed to protect the

confidentiality, integrity, and availability of our information systems and information stored on the Company’s networks, including

customer information, employee information, IP, and proprietary information.

• Cybersecurity incident response plan and testing.** We have a cybersecurity incident response plan and a dedicated team to

respond to cybersecurity incidents. When a cybersecurity incident occurs or a vulnerability is identified, GE Vernova has cross-

functional teams that are responsible for leading the initial assessment of priority and severity. External experts may also be

engaged as appropriate. GE Vernova’s cybersecurity team assists in responding to incidents depending on severity levels and

seeks to improve our cybersecurity incident management plan through periodic tabletops or simulations at the enterprise and

business levels.

• Training.** We provide security awareness training to help employees understand their information protection and cybersecurity

responsibilities. We also provide additional role-based training to applicable employees based on customer requirements,

regulatory obligations, and industry risks.

• Supplier risk assessments.** We have implemented a third-party risk management process that includes expectations regarding

information protection and cybersecurity. That process, among other things, provides for GE Vernova to perform cybersecurity

assessments on certain suppliers based on their risk profile and a related rating process. GE Vernova also seeks contractual

commitments from key suppliers to appropriately secure and maintain their IT systems and protect our information that is

processed on their systems.

• Third-party assessments.** We have third-party cybersecurity companies engaged to periodically assess GE Vernova’s

cybersecurity posture and assist in identifying and remediating risks from cybersecurity threats.

GE Vernova considers cybersecurity, along with other top risks, within our enterprise risk management framework. The enterprise risk

management framework includes internal reporting at the enterprise level with consideration of key risk indicators, trends, and

countermeasures for cybersecurity and other types of significant risks. GE Vernova does not believe that there are currently any known

incidents from cybersecurity threats that are reasonably likely to materially affect GE Vernova or its business strategy, results of operations,

or financial condition. As is the case for all large, global companies, we face certain ongoing risks from cybersecurity threats that, if

realized, are reasonably likely to materially affect the Company, including our operations, business strategy, results of operations, or

financial condition. See Item 1A. "Risk Factors—Risks Related to Technology, Cybersecurity, Data Privacy & Intellectual Property" for

further information about these risks. We outsource certain cybersecurity functions and will continue to look for opportunities to utilize

managed security service providers. In addition, we collaborate with GE on certain cybersecurity functions and will continue to do so during

a transition period following our Spin-Off. These arrangements increase our overall cyber risk given the degree of our interconnectedness

with these third parties and the potential impact on our outsourced functions that could be caused by an attack on them.

The Audit Committee of GE Vernova’s Board of Directors is responsible for board-level oversight of cybersecurity risk, and the Audit

Committee reports back to the full Board about this and other areas within its responsibility. As part of its oversight role, the Audit

Committee receives reporting about GE Vernova’s practices, programs, notable threats or incidents, and other developments related to

cybersecurity throughout the year, including through periodic updates from our Chief Information Security Officer (CISO). The Audit

Committee also receives information about cybersecurity risks as part of GE Vernova’s enterprise risk management framework and

reporting. In addition to receiving reports from the Audit Committee, the Board also periodically receives direct reports from the CISO on the

Company's cybersecurity risk management.

GE Vernova’s CISO reports to GE Vernova’s Chief Information Officer (CIO) and leads our overall cybersecurity function. The CISO has

over 20 years of experience in managing and leading IT or cybersecurity teams and participates in various cybersecurity organizations. The

CISO collaborates with business unit CISOs and CIOs to identify and analyze cybersecurity risks to GE Vernova; consider industry trends;

implement controls, as appropriate and feasible, to mitigate these risks; and enable business leaders to make risk-based business

2025 FORM 10-K 21

decisions that implicate cybersecurity considerations. The CISO meets with senior leadership to review and discuss GE Vernova’s

cybersecurity program, including emerging cyber risks, threats, and industry trends. The CISO also supervises efforts to prevent, detect,

mitigate, and remediate cybersecurity risks and incidents through various means, including by collaborating with internal security personnel

and business stakeholders, and incorporating threat intelligence and other information obtained from governmental, public, or private

sources to inform our cybersecurity technologies and processes.

and 97 countries. Approximately 80% of the sites are leased and 20% are owned. GE Vernova periodically reviews the portfolio of facilities

for opportunities to optimize and best align our footprint needs.

Within this portfolio of properties, GE Vernova's subsidiaries operate 91 manufacturing sites, 18 of which are located in the U.S. and 73 are

located internationally. The manufacturing facilities are used by GE Vernova's segments as follows:

The locations of GE Vernova's manufacturing locations by geographic region are as follows:

In addition to the manufacturing facilities described above, GE Vernova maintains many offices, warehouses, and distribution facilities

globally.

Many of our facilities serve several of our businesses and may be used for multiple purposes, such as for administration, sales, research,

laboratory matters, manufacturing, and service operations. We consider our facilities suitable and adequate for their respective purposes

and do not anticipate difficulty in renewing existing leases as they expire or finding alternative facilities if necessary.

information relating to legal matters.

2025 FORM 10-K 22

PART II

PURCHASES OF EQUITY SECURITIES.

GE Vernova common stock is listed on the New York Stock Exchange under the ticker symbol "GEV." As of December 31, 2025, there were

approximately 167,000 stockholders of record.

$105

The changes for the periods shown in the above graph are based on the assumption that $100 had been invested in GE Vernova common

stock, the Standard & Poor’s 500 Stock Index (S&P 500), and the Standard & Poor’s 500 Industrials Stock Index (S&P Industrial) on April 2,

2024, and that all dividends were reinvested. On April 2, 2024, the Company began trading as an independent, publicly traded company

under the stock symbol “GEV” on the New York Stock Exchange. The cumulative dollar returns shown on the graph represent the value

that such investments would have had on the date indicated.

During 2025, we paid aggregate quarterly dividends of $1.00 per share of common stock outstanding ($0.25 per share for each dividend

declared). Effective December 9, 2025, the Board of Directors declared a dividend of $0.50 per share of common stock outstanding

payable on February 2, 2026, to stockholders of record as of January 5, 2026. The Company currently expects quarterly dividends to

continue in future periods, although they remain subject to determination and declaration by the Board of Directors. The payment of future

dividends, if any, will be based on several factors, including the Company’s financial performance, outlook, and liquidity.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS. On December 9, 2025, we announced that

the Board of Directors had authorized an increase of our repurchase program to $10.0 billion of common stock repurchases, from the prior

authorization of $6.0 billion, which was announced on December 10, 2024. The repurchase program may be suspended or discontinued at

any time and does not have a specified expiration date. We repurchased 1.9 million shares for $1,075 million during the three months

ended December 31, 2025, under our repurchase program.

The following table summarizes the share repurchase activity for the three months ended December 31, 2025:

2025 FORM 10-K 23

OPERATIONS**.** The following discussion and analysis of our financial condition and results of operations should be read in conjunction

with our consolidated and combined financial statements, which are prepared in conformity with U.S. generally accepted accounting

principles (GAAP), and corresponding notes included elsewhere in this Annual Report on Form 10-K. The following discussion and analysis

provides information that management believes to be relevant to understanding the financial condition and results of operations of the

Company for the years ended December 31, 2025 and 2024. Unless otherwise noted, tables are presented in U.S. dollars in millions,

except for per-share amounts which are presented in U.S. dollars. Certain columns and rows within tables may not add due to the use of

rounded numbers. Percentages presented in this report are calculated from the underlying numbers in millions. Unless otherwise noted,

statements related to changes in operating results relate to the corresponding period in the prior year. Refer to the "Management's

Discussion and Analysis of Financial Condition and Results of Operations" included in Part II, Item 7 of our Annual Report on Form 10-K for

the fiscal year ended December 31, 2024, for discussions of results for the years ended December 31, 2024 versus 2023.

In the accompanying analysis of financial information, we sometimes use information derived from consolidated and combined financial

data but not presented in our financial statements prepared in accordance with GAAP. Certain of these data are considered “non-GAAP

financial measures” under SEC rules. For the reasons we use these non-GAAP financial measures and the reconciliations to their most

directly comparable GAAP financial measures, see "—Non-GAAP Financial Measures."

Financial Presentation Under GE Ownership. We completed our separation from General Electric Company (GE), which now operates

as GE Aerospace, on April 2, 2024 (the Spin-Off). For further information, see Note 1 in the Notes to the consolidated and combined

financial statements.

Prolec GE. On October 21, 2025, we announced that GE Vernova will acquire the remaining fifty percent stake of Prolec GE, our

unconsolidated joint venture with Xignux. Prolec GE is a leading grid equipment supplier, producing transformers across most ratings and

voltages with approximately 10,000 global employees across seven manufacturing sites globally, including five in the U.S. Under the

purchase agreement, GE Vernova will pay approximately $5.3 billion at closing, expected to be funded equally between cash and debt. The

acquisition is expected to close in February 2026.

Tariffs. Throughout 2025, the United States and other countries imposed global tariffs. These tariffs have resulted, and any future tariffs will

result in additional costs to us. The total cost impact from the global tariffs for the full year 2025 was approximately $250 million, after taking

into consideration contractual protections and mitigating actions. The future impacts of tariffs may be significantly different and are subject

to several factors including the amount, duration, scope and nature of the tariffs, countermeasures that countries take, mitigating or other

actions we take, and contractual implications.

Power Conversion & Storage. Effective January 1, 2025, our Power Conversion and Solar & Storage Solutions business units within our

Electrification segment were combined to form a new business unit, Power Conversion & Storage. Historical financial information presented

within this report conforms to the new business unit structure within the Electrification segment.

TRENDS AND FACTORS IMPACTING OUR PERFORMANCE. We believe our performance and future success depends on a number of

factors that present significant opportunities for us but also pose risks and challenges, including those discussed below.

Our worldwide operations are affected by regional and global factors impacting energy demand, including industry trends like

decarbonization, an increasing demand for renewable energy alternatives, governmental regulations and policies, and changes in broader

economic and geopolitical conditions. These trends, along with the growing focus on the digitization and sustainability of the electricity

infrastructure, can impact performance across each of our business segments. We believe that our industry-defining technologies and

commitment to innovation position us well to capitalize on, as well as mitigate adverse impacts from, these long-term trends:

• Demand growth for electricity generation – Significant investment, infrastructure, and supply diversity will be essential to help meet

forecasted energy demand growth arising from population and global economic growth.

• Decarbonization – The urgency to combat climate change is fueling technology advancements that improve the economic viability and

efficiency of renewable energy alternatives and facilitate the transition to a more sustainable power sector.

• Evolving generation mix – The power industry is shifting from coal generation to more electricity generated from zero- or low-carbon

energy sources, and an evolving balance of generation sources will be necessary to maintain a reliable, resilient, and affordable

system.

*•*Energy resilience & security – Threats and challenges from extreme weather events, cyber-attacks, and geopolitical tensions have

increased focus on the strength and resilience of power generation and transmission and reinforced the need for a diversified mix of

energy sources.

• Grid modernization and investment – Increased demand and the integration of advanced generation and storage solutions drive the

need to update aging infrastructure with new grid integration and automation solutions.

• Regulatory and policy changes – Government policies and regulations, such as carbon pricing, renewable energy mandates, and

subsidies for renewable energy technologies, can significantly impact the power generation landscape. Staying ahead of regulatory

changes and adapting to new compliance requirements is crucial for maintaining a competitive advantage.

• Financial and investment dynamics – Access to capital and investment trends in the energy sector can influence the development and

deployment of new power generation projects. Understanding market dynamics and securing funding are key to progressing strategic

initiatives.

2025 FORM 10-K 24

RESULTS OF OPERATIONS

Summary of Results. RPO was $150.2 billion and $119.0 billion as of December 31, 2025 and 2024, respectively. For the year ended

December 31, 2025, total revenues were $38.1 billion, an increase of $3.1 billion for the year. Net income (loss) was $4.9 billion, an

increase of $3.3 billion in net income for the year, and net income (loss) margin was 12.8%. Diluted earnings (loss) per share was $17.69

for the year ended December 31, 2025, an increase in diluted earnings per share of $12.11 for the year. Cash flows from (used for)

operating activities were $5.0 billion and $2.6 billion for the years ended December 31, 2025 and 2024, respectively.

For the year ended December 31, 2025, Adjusted EBITDA* was $3.2 billion, an increase of $1.2 billion. Free cash flow* was $3.7 billion

and $1.7 billion for the years ended December 31, 2025 and 2024, respectively.

RPO, a measure of backlog, includes unfilled firm and unconditional customer orders for equipment and services, excluding any purchase

order that provides the customer with the ability to cancel or terminate without incurring a substantive penalty. Services RPO includes the

estimated life of contract sales related to long-term service agreements which remain unsatisfied at the end of the reporting period,

excluding contracts that are not yet active. Services RPO also includes the estimated amount of unsatisfied performance obligations for

time

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primarily from the effect of fluctuations in foreign currency exchange rates, interest rates, and commodity prices. These exposures are

managed and mitigated with the use of financial instruments, including derivatives contracts. We apply policies to manage these risks,

including prohibitions on speculative activities.

Foreign Exchange Risk. As a result of our global operations, we generate and incur a significant portion of our revenues and expenses in

currencies other than the U.S. dollar. Such principal currencies include the euro and British pound sterling. We are also exposed to the risk

of changes in foreign exchange rates due to our net investment in foreign operations. The effects from the foreign currency exchange rate

fluctuations on the translation of net amounts to the U.S. dollar, the reporting currency, are reflected in our equity position. See Note 2 in the

Notes to the consolidated and combined financial statements for further information regarding our net gains (losses) from foreign currency

transactions.

Foreign exchange rate risk is managed with a variety of techniques, including selective use of derivatives. It is our policy to minimize

currency exposures by conducting operations either within functional currencies or using the protection of hedging strategies. A 10%

increase in exchange rates against the U.S. dollar would have decreased our net income for the year ended December 31, 2025 by

approximately $0.1 billion. This analysis considered the net currency exposure of foreign currency denominated monetary items and

hedging instruments.

For instruments designated as cash flow hedges, a 10% decrease in exchange rates against the U.S. dollar would have decreased

Accumulated Other Comprehensive Income (AOCI) for the year ended December 31, 2025 by approximately $0.1 billion.

Interest Rate Risk. We are subject to interest rate risks in the ordinary course of our business. The level of our interest rate risk is

dependent on our debt exposure and capital structure and is sensitive to changes in the general level of interest rates. Historical

fluctuations in interest rates have not been significant for us; however, this may vary in the future as our capital structure changes.

Commodity Risk**.** Our operations require the use of various commodities. Fluctuations in the prices and availability of these commodities

can impact our cost of equipment sold and thus our profitability. To mitigate this risk, we have implemented various strategies, including

commercial actions, diversification of supplier base, and derivative instruments. We continuously monitor our exposure to commodity price

fluctuations and adjust our risk management strategies as necessary.

See Note 20 in the Notes to the consolidated and combined financial statements for further information regarding our risk exposures, our

use of derivatives, and the effects of this activity on our consolidated and combined financial statements.

*Non-GAAP Financial Measure

2025 FORM 10-K 36

AUDITOR'S REPORT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of GE Vernova Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated and combined statements of financial position of GE Vernova Inc. and subsidiaries (the

"Company") as of December 31, 2025, and 2024, the related consolidated and combined statements of income (loss), comprehensive

income (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes

(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the

three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of

America.

We have also audited, in accordance with the standards of the PCAOB, the Company’s internal control over financial reporting as of

December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission and our report dated January 29, 2026 expressed an unqualified opinion on the

Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the

Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the

amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits

provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was

communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to

the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit

matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical

audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sales of services - Revenue recognition on certain Power long-term service agreements - Refer to Notes 2 and 9 to the financial

statements

Critical Audit Matter Description

The Company enters into long-term service agreements with customers within its Power segment. These agreements require the Company

to provide preventative and routine maintenance services, outage services, and stand-by “warranty-type” services, which generally range

from 5 to 25 years. Revenue for these agreements is recognized using the percentage of completion method, based on costs incurred

relative to total estimated costs over the contract term. As part of the revenue recognition process, the Company estimates both customer

payments that are expected to be received and costs to perform services over the contract term. Key assumptions within those estimates

that require significant judgment from management include: (a) how the customer will utilize the assets covered over the contract term, (b)

the expected timing and extent of future maintenance and outage services, (c) the future cost of materials, labor, and other resources, and

(d) forward looking information concerning market conditions.

Given the complexity involved with evaluating the estimates, which includes significant judgment necessary to estimate future costs,

auditing management’s key assumptions within the estimates required a high degree of auditor judgment and extensive audit effort,

including the involvement of professionals with specialized skills and industry knowledge.

How the Critical Audit Matter Was Addressed in the Audit

Our auditing procedures over the estimates and key assumptions described above related to the amount and timing of revenue recognition

of the long-term service agreements, within the Power segment, included the following, among others:

• We tested the effectiveness of controls over the revenue recognition process for the long-term service agreements, including

controls over management’s key estimates.

2025 FORM 10-K 37

• We evaluated management’s risk assessment process through observation of key meetings, including inspection of

documentation, addressing contract status and current market conditions.

• We evaluated the appropriateness and consistency of management’s methods and key assumptions to develop cost estimates,

including expected timing and extent of future maintenance and outage services as well as the future cost of materials, labor and

other resources, all of which impact contract margin.

• We tested management’s utilization assumptions for timing and extent of future maintenance and overhaul services projected for

the contract term by comparing current estimates to historical information and forward-looking market conditions.

• We tested management’s process for estimating the timing and amount of costs associated with maintenance, outage, and other

major events throughout the contract term, including comparing estimates to historical cost experience, performing a retrospective

review, performing analytical procedures, and utilizing specialists to evaluate engineering studies used by the Company to

estimate the useful life of capital parts of certain installed equipment.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of GE Vernova Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of GE Vernova Inc. and subsidiaries (the “Company”) as of December 31,

2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal

control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013)

issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the

consolidated and combined financial statements as of and for the year ended December 31, 2025, of the C

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DISCLOSURE. None.

Management's Annual Report on Internal Control Over Financial Reporting. Management is responsible for establishing and

maintaining adequate internal control over financial reporting for the Company. Management has evaluated the effectiveness of our internal

control over financial reporting as of December 31, 2025, based on the framework and criteria established in Internal Control – Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation,

management has concluded that our internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of such controls has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated

in their report included in Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of the Company's management,

including the Chief Executive Officer and Chief Financial Officer, the Company evaluated its disclosure controls and procedures as defined

in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer

concluded that the Company's disclosure controls and procedures were effective as of December 31, 2025, and that the information

required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized,

and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to

management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required

disclosure.

Changes in Internal Control Over Financial Reporting. There have been no changes in the Company’s internal control over financial

reporting during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, its internal

control over financial reporting.

Director and Officer Trading Arrangements. None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange

Act) adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as

defined in Item 408(c) of Regulation S-K) during the three months ended December 31, 2025.

2025 FORM 10-K 74

PART III

respect to executive officers, directors, corporate governance, code of ethics, insider trading policies and procedures, and compliance with

Section 16(a) of the Exchange Act will be presented in the 2026 Proxy Statement in the sections titled “Election of our Class II Directors for

a Three-Year Term Expiring at our 2029 Annual Meeting,” “Corporate Governance,” “Executive Officers,” and “Section 16(a) Beneficial

Ownership Reporting Compliance,” and such information is incorporated herein by reference.

presented in the 2026 Proxy Statement under the sections titled “Executive Compensation,” “Compensation Committee Interlocks and

Insider Participation,” and “Director Compensation,” and such information (other than the subsection titled “Compensation Committee

Report," which is deemed furnished herein by reference, and the subsection "Pay Versus Performance") is incorporated herein by

reference.

STOCKHOLDER MATTERS. Information required by this item regarding security ownership of certain beneficial owners and

management and related stockholder matters, as well as equity compensation plan information, will be presented in the 2026 Proxy

Statement under the sections titled “Stock Ownership Information” and “Securities Authorized for Issuance Under Equity Compensation

Plans,” and such information is incorporated herein by reference.

required by this item regarding certain relationships and related transactions and director independence will be presented in the 2026 Proxy

Statement under the sections titled “Certain Relationships and Related-Person and Other Transactions,” and “Other Governance Policies

and Practices,” and such information is incorporated herein by reference.

and services of our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34), will be presented in the 2026 Proxy Statement under

the sections titled “Principal Accountant Fees and Services” and “We Have a Pre-Approval Process for all Audit or Non-Audit Services,” and

such information is incorporated herein by reference.

2025 FORM 10-K 75

PART IV

FINANCIAL STATEMENTS. See Item 8. "Financial Statements and Supplementary Data" for a listing of our financial statements.

FINANCIAL SCHEDULES. Schedules required by Regulation S-X (17 CFR 210) are omitted because they are either not applicable or the

financial information is already included within the financial statements or notes thereto.

2025 FORM 10-K 76

2025 FORM 10-K 77

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual

Report on Form 10-K for the fiscal year ended December 31, 2025, to be signed on its behalf by the undersigned, and in the capacities

indicated, thereunto duly authorized in the City of Cambridge and Commonwealth of Massachusetts on the 29th day of January 2026.

GE Vernova Inc.

(Registrant)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.