Cover and table of contents

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)

Delaware				92-2646542
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
58 Charles Street,	Cambridge,	MA		02141
(Address of principal executive offices)				(Zip Code)

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	GEV	New York Stock Exchange

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):

Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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

					Page
Forward-Looking Statements					3
Part I					4
	Item 1. Business				4
	Item 1A. Risk Factors				10
	Item 1B. Unresolved Staff Comments				20
	Item 1C. Cybersecurity				20
	Item 2. Properties				21
	Item 3. Legal Proceedings				21
	Item 4. Mine Safety Disclosures				21
Part II					22
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities				22
	Item 6. [Reserved]				22
	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations				23
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk				35
	Item 8. Financial Statements and Supplementary Data				36
		Auditor's Report			36
		Consolidated and Combined Statement of Income (Loss)			38
		Consolidated and Combined Statement of Financial Position			39
		Consolidated and Combined Statement of Cash Flows			40
		Consolidated and Combined Statement of Comprehensive Income (Loss)			41
		Consolidated and Combined Statement of Changes in Equity			42
		Note	1	Organization and Basis of Presentation	43
		Note	2	Summary of Significant Accounting Policies	44
		Note	3	Assets and Liabilities Held for Sale	48
		Note	4	Current and Long-Term Receivables	49
		Note	5	Inventories, Including Deferred Inventory Costs	49
		Note	6	Property, Plant, and Equipment	50
		Note	7	Leases	50
		Note	8	Goodwill and Other Intangible Assets	51
		Note	9	Contract and Other Deferred Assets & Contract Liabilities and Deferred Income	51
		Note	10	Current and All Other Assets	52
		Note	11	Equity Method Investments	53
		Note	12	Accounts Payable and Equipment Project Payables	54
		Note	13	Postretirement Benefit Plans	54
		Note	14	Current and All Other Liabilities	59
		Note	15	Income Taxes	60
		Note	16	Accumulated Other Comprehensive Income (Loss) (AOCI) and Common Stock	64
		Note	17	Share-Based Compensation	64
		Note	18	Earnings Per Share Information	65
		Note	19	Other Income (Expense) – Net	66
		Note	20	Financial Instruments	66
		Note	21	Variable Interest Entities (VIEs)	68
		Note	22	Commitments, Guarantees, Product Warranties, and Other Loss Contingencies	68
		Note	23	Restructuring Charges and Separation Costs	69
		Note	24	Segment and Geographical Information	70
	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure				73
	Item 9A. Controls and Procedures				73
	Item 9B. Other Information				73
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections				73
Part III					74
	Item 10. Directors, Executive Officers, and Corporate Governance				74
	Item 11. Executive Compensation				74
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters				74
	Item 13. Certain Relationships and Related Transactions and Director Independence				74
	Item 14. Principal Accountant Fees and Services				74
Part IV					75
	Item 15. Exhibits and Financial Statement Schedules				75
	Item 16. Form 10-K Summary				76
Signatures					77

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.

2025 FORM 10-K 4

PART I