GE Vernova (GEV) 10-K risk factor changes: FY2025 vs FY2024

our business [removed: segments.][added: could be harmed.]

See Note [removed: 1] [added: 22] in the Notes to the consolidated and combined financial statements for [removed: further information.]

[removed: See Notes 11, 21 and 23] [added: For further information, see Note 13] in the Notes to the consolidated and combined financial [removed: statements for further information.][added: statements.]

[added: see Note 20 in the Notes] to the consolidated and combined financial statements [removed: for further information.][added: and Item 7A.]

[removed: In addition,] [added: acquisition or by assignment] in connection with the [removed: Spin-Off, we][added: Spin-Off.]

In [removed: addition to funding][added: addition,]

[removed: | Other(b) | 20 | — | — | 57 | 56 | 60 | 77 | 56 | 60 |][added: or other damages.]

[removed: The][added: If the decarbonization]

[removed: —Risks] [added: Risks] Relating to Operations and Supply [removed: Chain" and Item 1A.][added: Chain]

[removed: "Risk Factors—Risks] [added: Risks] Relating to Financial, Accounting, and Tax [removed: Matters"][added: Matters]

[removed: Some] of our [removed: contracts with] customers [added: in connection with significant contracts] for the sale of [removed: equipment contain][added: products.]

[removed: evaluate] [added: disrupt] our [added: nuclear] business.

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.

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

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, and changes in broader economic and geopolitical conditions.

These trends, along with the growing focus on the digitization and sustainability of the electricity infrastructure, drive growth across each of

We believe that our industry-defining technologies and commitment to innovation position us well to capitalize on

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.

TRANSITION TO STAND-ALONE COMPANY

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).

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.

Historically, as a business of GE, we relied on GE to manage certain of our

operations and provide certain services, the costs of which were either allocated or directly billed to us.

Accordingly, our historical costs for

such services may not necessarily reflect the actual expenses we would have incurred, or will incur, as an independent company and may

not reflect our results of operations, financial position, and cash flows had we been a separate, stand-alone company during the historical

periods presented.

Stand-Alone Company Expenses. As a result of the Spin-Off, we are subject to the requirements of the federal and state securities laws

and stock exchange requirements.

We have established additional procedures and practices as a stand-alone public company.

we are incurring additional costs related to external reporting, internal audit, treasury, investor relations, corporate governance, and stock

[added: April 2, 2024, and see Note 22 in] the Notes to the consolidated and combined financial statements.

[removed: Services"] [added: financial statements] for further information.

[removed: The] [added: A 25] basis [removed: for determining] [added: point decrease in] the discount rate [removed: is][added: would]

[removed: obligation, see] [added: See] Note [removed: 13] [added: 15] in the Notes to the consolidated and combined [removed: financial statements.]

[removed: Our][added: We believe our]

Any [added: forecasted]

[removed: attempt to mitigate the impact of foreign exchange risk, see] [added: See] Note [removed: 20] [added: 9] in the Notes to the consolidated and combined financial statements [added: for further information.]

[removed: We] [added: we] have a $3.0 billion committed [removed: credit] [added: trade finance] facility [added: (Trade Finance Facility,] and [removed: a $3.0 billion committed trade][added: together with the Revolving Credit Facility, the Credit]

In [added: addition, in] connection with the [removed: completion of the] Spin-Off, [removed: GE][added: we]

[added: periods prior to the] Spin-Off.

Following the Spin-Off, GE [removed: does not provide us][added: Vernova files tax]

[removed: Financial Statements" in the Information Statement and the “Management’s Discussion] [added: OPERATIONS. The following discussion] and [removed: Analysis] [added: analysis] of [removed: Financial Condition] [added: our financial condition] and [removed: Results] [added: results] of [added: operations should be read in conjunction]

[removed: Operations,” and our combined and consolidated financial statements] [added: See Notes 7] and [removed: the notes thereto included] [added: 22] in the [removed: Information Statement] [added: Notes to the consolidated] and [removed: in][added: combined financial statements for further information]

[removed: remaining parent company credit support obligations. To] [added: Parent Company Credit Support. Prior to the Spin-Off, to] support GE Vernova [added: businesses] in selling products and services globally, [removed: prior to the][added: GE]

[removed: Spin-Off, GE] [added: often] entered into contracts on behalf of GE Vernova or issued parent company guarantees or trade finance instruments supporting [added: the]

[removed: the] performance of [removed: what are] [added: its] subsidiary legal entities transacting directly with [removed: customers of GE Vernova,] [added: customers,] in addition to [removed: having provided][added: providing similar credit support for non-]

[removed: similar credit support for some non-customer] [added: customer] related activities of GE Vernova (collectively, [removed: “GE] [added: the GE] credit [removed: support”), which is further described][added: support).]

financial condition, cash requirements, [removed: other potential cash uses,] prospects, [added: alternative uses for our cash,] and other factors.

[removed: Further, the price, availability,] [added: The cost] and [removed: trading][added: availability of]

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.

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

We may be impacted by material changes in EHS regulations or subject to substantial liability for environmental impacts, both of which may

require increased capital expenditures.

We may also be subject to increasingly stringent environmental standards in the future, particularly

as greenhouse gas emissions, and climate change regulations and initiatives increase and EHS laws and regulations grow in number and

complexity.

Such laws and regulations may impose additional liability on industrial manufacturers for the use or generation of chemicals,

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

services operations, and if adopted, may create additional liability, impact product design, manufacturing, and/or servicing and negatively

affect financial results.

Environmental laws also generally impose liability for investigation, remediation, and removal of hazardous materials

and other waste products on property owners and those who dispose of materials at waste sites, whether or not the waste was disposed of

legally at the time in question.

Some environmental laws provide for joint and several or strict liability for remediation of releases of

hazardous substances, which could result in us incurring a liability for environmental damage without regard to our negligence or fault.

Such laws and regulations could expose us to liability arising out of the conduct of operations or conditions caused by others, or for our acts

which were in compliance with all applicable laws at the time the acts were performed.

2024 FORM 10-K 21

Our nuclear operations expose us to various additional environmental, regulatory, and financial risks, including:

- potential liabilities relating to harmful effects on the environment and human health resulting from nuclear operations and the

storage, handling and disposal of radioactive materials;

- unplanned expenditures relating to maintenance, operation, security, defects, upgrades and repairs required by the NRC and

other government agencies;

- limitations on the amounts and types of insurance commercially available to cover losses that might arise in connection with

nuclear operations; and

- potential liabilities arising out of a nuclear, radiological or criticality incident, whether or not it is within our control.

Our nuclear operations are subject to various safety-related requirements imposed by the U.S. Government, the Department of Energy, and

the NRC.

In the event of non-compliance, these agencies might increase regulatory oversight, impose fines or shut down our operations,

depending upon the assessment of the severity of the situation.

Revised security and safety requirements promulgated by these agencies

could necessitate substantial capital and other expenditures.

In addition, we must comply with and are affected by laws and regulations

relating to the award, administration, and performance of U.S. Government contracts.

Government contract laws and regulations affect how

we do business with our customers and, in some instances, impose added costs on our business.

A violation of specific laws and

regulations could result in the imposition of fines and penalties or the termination of our contracts or debarment from bidding on contracts.

We may be subject to periodic claims, litigation, regulatory proceedings, and enforcement actions, which may adversely affect

our business and financial performance. From time to time, we are involved in claims, lawsuits, regulatory proceedings, investigations,

and enforcement actions brought or threatened against us in the ordinary course of business.

increase in exchange rates against the U.S. dollar would have decreased our net income for the year ended December 31, [removed: 2024] [added: 2025] by

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.

2025 FORM 10-K 36

2024 FORM 10-K 48

2024 FORM 10-K 49

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

[removed: the] energy transition forward.

Our focus is on supplying our customers with products and services necessary to deliver reliable, affordable, [added: and]

[removed: and] sustainable electricity.

- Delivering on global [removed: sustainability,] [added: sustainability] by developing, providing, and servicing technologies that enable electrification and

- Allocating capital as a whole and within our various businesses – focused on generating cash flow to [removed: enable attractive stockholder][added: invest in our core]

[removed: SUSTAINABILITY.] [added: 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 [removed: strategic imperative] [added: mission] to electrify [added: to thrive] and decarbonize the [removed: world and to play][added: world.]

- [removed: Thrive:] [added: Thrive:] Advance safe, [removed: responsible, and inclusive working] [added: responsible, and inclusive working] conditions in our operations and across our value chain. We

various [removed: of our] competitors.

Due to increasing demand exceeding available capacity for products and services that supply the electrical [added: power]

[removed: power] industry, we face growing competition from emerging threats.

The continuing ability to reduce cycle times and ensure available [added: capacity is]

[removed: capacity is] expected to allow us to remain competitive as demand for our products and services grows significantly.

In addition, continued [added: investment]

[removed: investment] in our products and services and emerging technologies is necessary for us to successfully compete and deliver economic [added: value and]

[removed: value and] performance to our customers through efficiency, reliability, and affordability.

We compete based on product performance, quality, branding, [removed: service] [added: service,] and/or price

Key Wind segment competitors include Vestas, Siemens-Gamesa, [added: Nordex, Envision,] and [removed: Nordex.][added: Goldwind.]

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

[removed: Power.] [added: Power.] Our Power segment serves power generation, industrial, government, and other customers worldwide with products and services

[removed: *Nuclear] [added: *Nuclear] Power* - provides nuclear technology solutions for boiling water reactors including reactor design, reactor fuel and support services,

As of December 31, [removed: 2024,] [added: 2025,] our fundamentals remained strong with approximately [removed: $73.4] [added: $94.4] billion in remaining performance obligations (RPO)

and a gas turbine installed base of approximately 7,000 units with approximately [removed: 1,700] [added: 1,800] units under long-term service agreements and an

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 32 HA-Turbines] [added: 51 HA\-Turbines] in RPO, [removed: 30] [added: 43] being installed

and commissioned, and [removed: 115] [added: 126] HA-Turbines in our installed base with approximately [removed: 2.9] [added: 3.6] million operating hours.

[removed: reduce nuclear power plant costs and cycle] times through their standardized and modularized design.

In Gas Power, we are committed to [added: long-term investments to meet our growing]

[removed: long-term investments to meet our growing] demand from our customers by enhancing production capacity at existing factories to address [added: the increasing need for both equipment and]

We continue to invest in technologies and decarbonization pathways to deliver lower [added: carbon-emitting and more reliable power,]

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

[removed: customers with options for more renewable] and more dependable energy.

[removed: Wind.] [added: Wind.] Our Wind segment includes our wind generation technologies, inclusive of onshore and offshore wind turbines and blades.

*Onshore Wind -* delivers wind turbines, technology, and services for the onshore wind power industry by focusing on [removed: work-horse] [added: workhorse] products in

Our workhorse products include our 2.8-127m, 3.6-154m, [added: 6.1-158m,] and [removed: 6.1-158m] [added: 6.0-164m] onshore units.

Wind services [removed: assist customers in][added: assists]

[added: customers in] improving cost, capacity, and performance of their assets over the lifetime of their fleets, utilizing digital infrastructure to [removed: monitor, predict,]

[added: monitor, predict,] and optimize wind farm energy performance.

Our workhorse products account for approximately [removed: 70%] [added: 75%] of

our equipment RPO at December 31, [removed: 2024.][added: 2025.]

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

2025 FORM 10-K 5

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

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

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

2025 FORM 10-K 6

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.

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.

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.

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

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

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.

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.

2025 FORM 10-K 7

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.

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

Our risk-based supplier onboarding process

program.

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.

In

returns, with a commitment to return at least 1/3 of our free cash flow* to our stockholders.

a crucial role in the energy transition.

Our sustainability framework is guided by our commitment to help the energy sector address the

energy trilemma of reliability, affordability, and sustainability.

*Non-GAAP Financial Measure

2024 FORM 10-K 5

power.

Despite evolving market factors related to the energy transition, such as increased renewable energy penetration and new climate

change-related legislation and policies, we anticipate the gas power industry will grow over the next decade.

We expect gas power

generation to increase at low-single digit rates, playing a critical role supporting load growth, maintaining grid stability, and energy security.

During the year ended December 31, 2024, GE Vernova's gas turbine installed base utilization was flat compared to the same period last

year.

Growth in Asia from fewer outages and more HA units commissioned and higher utilization in the United States (U.S.) were offset by

Europe where increased nuclear, hydro, and renewable energy drove lower gas operations in the year.

Global electricity demand increased

by low-single digits.

SMRs have the potential to

the increasing need for both equipment and services.

carbon-emitting and more reliable power.

In the fourth quarter, we secured an agreement in the United Kingdom for one of the world's first

commercial-scale gas-fired power stations with carbon capture, aiming to capture up to 2 million tons of CO2 annually and contributing to

the United Kingdom's net-zero goals.

2024 FORM 10-K 6

At Onshore Wind, we are focused on improving our overall fleet availability.

We are reducing product variants and deploying repairs and

other corrective measures across the fleet.

Concurrently, we intend to operate in fewer geographies and focus on those geographic regions

that align better with our products and supply chain footprint, positioning our workhorse products to targeted countries.

Our volume mix has

shifted towards the U.S., currently representing approximately 75% of Onshore Wind's equipment RPO, while our international volume has

become smaller and more profitable.

Specifically in the U.S., the IRA introduced new, and extended existing, tax incentives, significantly

improving project economics for our customers and turbine producers.

Our projects in the U.S. generally benefit from incentives available to

our customers and broadly available IRA incentives.

impact the market for wind turbine manufacturers.

Finally, we are continuing our restructuring program to reduce our operating costs and

are seeing the benefits both operationally and financially.

information relating to legal matters.

administrative proceedings arising under laws that regulate the discharge of materials into the environment where a governmental authority

is a party and that involve potential monetary sanctions of $300,000 or greater.

In March 2024, one of our Australian subsidiaries received

notice from the Australian Department of Climate Change, Energy, the Environment and Water (DCCEEW) of its intention to issue

infringement notices imposing administrative fines on the subsidiary for importing equipment containing SF6 gas without an equipment

license, as required by local law related to synthetic greenhouse gas management and seek a court order to impose civil penalties for

delinquent reporting under such law.

The applicable local law regulates the import to Australia of synthetic greenhouse gases in equipment,

including certain of our switchgear products, and our subsidiary had neglected to renew the import license required under the law.

We

responded to DCCEEW, and following discussions with the agency, paid approximately $0.3 million in fines in connection with the

infringement notices during the three months ended June 30, 2024.

Discussions with DCCEEW regarding a court-issued civil penalty order

are pending and we expect additional fines and related costs associated with such order may be more than $300,000.

See Note 22 in the

Notes to the consolidated and combined financial statements for additional information relating to legal matters.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

Yes [removed: ☐ No] ☑ [added: No ☐]

| Large accelerated filer | [removed: ☐] [added: ☑] | Accelerated filer | ☐ |

| Non-accelerated filer | [removed: ☑] [added: ☐] | Smaller reporting company | ☐ |

registrant’s most recently completed second fiscal quarter (June [removed: 28, 2024)] [added: 30, 2025)] was approximately [removed: $47.1] [added: $144.0] billion.

[added: shares] of common stock with a par value of $0.01 outstanding at [removed: January 15,] [added: December 31,] 2025.

Portions of the definitive proxy statement relating to the registrant's [removed: 2025] [added: 2026] Annual Meeting of Stockholders [added: (2026 Proxy Statement)] to be [removed: filed pursuant to Regulation]

[added: filed pursuant to Regulation] 14A within 120 days after the end of the registrant’s fiscal year ended December 31, [removed: 2024,] [added: 2025,] are incorporated by [removed: reference into Part III of this]

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

| Forward-Looking Statements | | | | | [removed: [3](#i8687d59db2da438cb3040ba4b710fa4e_10)] [added: [3](#i188161ed5f204905bd1e8abef809a998_7)] |

| | Item 1A. Risk Factors | | | | [removed: [10](#i8687d59db2da438cb3040ba4b710fa4e_295)] [added: [10](#i188161ed5f204905bd1e8abef809a998_310)] |

| | Item 1B. Unresolved Staff Comments | | | | [removed: [31](#i8687d59db2da438cb3040ba4b710fa4e_2194)] [added: [20](#i188161ed5f204905bd1e8abef809a998_301)] |

| | Item 1C. Cybersecurity | | | | [removed: [31](#i8687d59db2da438cb3040ba4b710fa4e_2189)] [added: [20](#i188161ed5f204905bd1e8abef809a998_304)] |

| | Item 3. Legal Proceedings | | | | [removed: [33](#i8687d59db2da438cb3040ba4b710fa4e_2179)] [added: [21](#i188161ed5f204905bd1e8abef809a998_244)] |

| | Item 4. Mine Safety Disclosures | | | | [removed: [33](#i8687d59db2da438cb3040ba4b710fa4e_2174)] [added: [21](#i188161ed5f204905bd1e8abef809a998_2101)] |

| | Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | | | | [removed: [34](#i8687d59db2da438cb3040ba4b710fa4e_2255)] [added: [22](#i188161ed5f204905bd1e8abef809a998_316)] |

| | Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations | | | | [removed: [34](#i8687d59db2da438cb3040ba4b710fa4e_2245)] [added: [23](#i188161ed5f204905bd1e8abef809a998_109)] |

| | Item 7A. Quantitative and Qualitative Disclosures About Market Risk | | | | [removed: [47](#i8687d59db2da438cb3040ba4b710fa4e_112)] [added: [35](#i188161ed5f204905bd1e8abef809a998_406)] |

| | Item 8. Financial Statements and Supplementary Data | | | | [removed: [49](#i8687d59db2da438cb3040ba4b710fa4e_2235)] [added: [36](#i188161ed5f204905bd1e8abef809a998_247)] |

| | | Consolidated and Combined Statement of Income (Loss) | | | [removed: [51](#i8687d59db2da438cb3040ba4b710fa4e_136)] [added: [38](#i188161ed5f204905bd1e8abef809a998_22)] |

| | | Consolidated and Combined Statement of Financial Position | | | [removed: [52](#i8687d59db2da438cb3040ba4b710fa4e_139)] [added: [39](#i188161ed5f204905bd1e8abef809a998_25)] |

| | | Consolidated and Combined Statement of Cash Flows | | | [removed: [53](#i8687d59db2da438cb3040ba4b710fa4e_145)] [added: [40](#i188161ed5f204905bd1e8abef809a998_28)] |

| | | Consolidated and Combined Statement of Comprehensive Income (Loss) | | | [removed: [54](#i8687d59db2da438cb3040ba4b710fa4e_148)] [added: [41](#i188161ed5f204905bd1e8abef809a998_31)] |

| | | Consolidated and Combined Statement of Changes in Equity | | | [removed: [55](#i8687d59db2da438cb3040ba4b710fa4e_2598)] [added: [42](#i188161ed5f204905bd1e8abef809a998_2114)] |

| | | Note | 1 | Organization and Basis of Presentation | [removed: [56](#i8687d59db2da438cb3040ba4b710fa4e_157)] [added: [43](#i188161ed5f204905bd1e8abef809a998_40)] |

| | | Note | 2 | Summary of Significant Accounting Policies | [removed: [57](#i8687d59db2da438cb3040ba4b710fa4e_163)] [added: [44](#i188161ed5f204905bd1e8abef809a998_334)] |

| | | Note | 3 | [removed: Dispositions] [added: Assets] and [removed: Businesses] [added: Liabilities] Held for Sale | [removed: [61](#i8687d59db2da438cb3040ba4b710fa4e_166)] [added: [48](#i188161ed5f204905bd1e8abef809a998_46)] |

| | | Note | 4 | Current and Long-Term Receivables | [removed: [62](#i8687d59db2da438cb3040ba4b710fa4e_169)] [added: [49](#i188161ed5f204905bd1e8abef809a998_49)] |

| | | Note | 5 | Inventories, Including Deferred Inventory Costs | [removed: [62](#i8687d59db2da438cb3040ba4b710fa4e_175)] [added: [49](#i188161ed5f204905bd1e8abef809a998_52)] |

| | | Note | 6 | Property, Plant, and Equipment | [removed: [63](#i8687d59db2da438cb3040ba4b710fa4e_181)] [added: [50](#i188161ed5f204905bd1e8abef809a998_337)] |

| | | Note | 8 | [removed: Acquisitions, Goodwill,] [added: Goodwill] and Other Intangible Assets | [removed: [64](#i8687d59db2da438cb3040ba4b710fa4e_196)] [added: [51](#i188161ed5f204905bd1e8abef809a998_343)] |

| | | Note | 9 | Contract and Other Deferred Assets & Contract Liabilities and Deferred Income | [removed: [64](#i8687d59db2da438cb3040ba4b710fa4e_202)] [added: [51](#i188161ed5f204905bd1e8abef809a998_64)] |

| | | Note | 10 | Current and All Other Assets | [removed: [65](#i8687d59db2da438cb3040ba4b710fa4e_205)] [added: [52](#i188161ed5f204905bd1e8abef809a998_346)] |

| | | Note | 11 | Equity Method Investments | [removed: [66](#i8687d59db2da438cb3040ba4b710fa4e_382)] [added: [53](#i188161ed5f204905bd1e8abef809a998_349)] |

| | | Note | 12 | Accounts Payable and Equipment Project Payables | [removed: [67](#i8687d59db2da438cb3040ba4b710fa4e_217)] [added: [54](#i188161ed5f204905bd1e8abef809a998_73)] |

| | | Note | 13 | Postretirement Benefit Plans | [removed: [67](#i8687d59db2da438cb3040ba4b710fa4e_223)] [added: [54](#i188161ed5f204905bd1e8abef809a998_355)] |

| | | Note | 14 | Current and All Other Liabilities | [removed: [72](#i8687d59db2da438cb3040ba4b710fa4e_232)] [added: [59](#i188161ed5f204905bd1e8abef809a998_358)] |

| | | Note | 15 | Income Taxes | [removed: [72](#i8687d59db2da438cb3040ba4b710fa4e_238)] [added: [60](#i188161ed5f204905bd1e8abef809a998_361)] |

| | | Note | 16 | Accumulated Other Comprehensive Income (Loss) (AOCI) and Common Stock | [removed: [75](#i8687d59db2da438cb3040ba4b710fa4e_241)] [added: [64](#i188161ed5f204905bd1e8abef809a998_85)] |

There were 269,529,464

| Part I | | | | | [4](#i188161ed5f204905bd1e8abef809a998_259) |

| | Item 1. Business | | | | [4](#i188161ed5f204905bd1e8abef809a998_262) |

| | Item 2. Properties | | | | [21](#i188161ed5f204905bd1e8abef809a998_307) |

| Part II | | | | | [22](#i188161ed5f204905bd1e8abef809a998_313) |

| | Item 6. \[Reserved\] | | | | [22](#i188161ed5f204905bd1e8abef809a998_319) |

| | | Auditor's Report | | | [36](#i188161ed5f204905bd1e8abef809a998_328) |

| | | Note | 7 | Leases | [50](#i188161ed5f204905bd1e8abef809a998_340) |

| Part III | | | | | [74](#i188161ed5f204905bd1e8abef809a998_385) |

| Part IV | | | | | [75](#i188161ed5f204905bd1e8abef809a998_412) |

| Signatures | | | | | [77](#i188161ed5f204905bd1e8abef809a998_196) |


2025 FORM 10-K 3

subject to risks and uncertainties.

These statements may include words such as “believe”, “expect”, “guidance”, "outlook", “anticipate”,

These forward-looking statements

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

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

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

- 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 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;

- International trade policies;

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

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

- Foreign currency impacts;

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

There were 275,900,754 shares

| Part I | | | | | [4](#i8687d59db2da438cb3040ba4b710fa4e_2149) |

| | Item 1. Business | | | | [4](#i8687d59db2da438cb3040ba4b710fa4e_2213) |

| | Item 2. Properties | | | | [32](#i8687d59db2da438cb3040ba4b710fa4e_2184) |

| Part II | | | | | [34](#i8687d59db2da438cb3040ba4b710fa4e_2157) |

| | Item 6. \[Reserved\] | | | | [34](#i8687d59db2da438cb3040ba4b710fa4e_2250) |

| | | Auditor's Report | | | [49](#i8687d59db2da438cb3040ba4b710fa4e_301) |

| | | Note | 7 | Leases | [63](#i8687d59db2da438cb3040ba4b710fa4e_190) |

| | | Note | 24 | Related Parties | [82](#i8687d59db2da438cb3040ba4b710fa4e_277) |

| Part III | | | | | [87](#i8687d59db2da438cb3040ba4b710fa4e_2162) |

| Part IV | | | | | [88](#i8687d59db2da438cb3040ba4b710fa4e_2284) |

| Signatures | | | | | [90](#i8687d59db2da438cb3040ba4b710fa4e_3298534886643) |

2024 FORM 10-K 3

These statements may include

similar expressions.

These forward-looking statements include, among others, statements about the benefits GE Vernova Inc. (the

Company, GE Vernova, our, we, or us) expects from our lean operating model; our expectations regarding the energy transition; the

demand for our products and services; our expectations of future increased business, revenues, and operating results; our ability to

underwriting and risk management; the experiences we believe we are gaining across our Haliade-X backlog related to installation

timelines and related remediation plans; benefits we expect to receive from the Inflation Reduction Act of 2022 (IRA); current and future

spending; government policies that further or limit the global energy transition; our expected cash generation; our capital allocation

framework, including share repurchases and dividends; our restructuring programs and strategies to reduce operational costs; our ability to

novate or assign credit support provided by General Electric Company; disputes, litigation, arbitration, and governmental proceedings

- Our ability to successfully execute our lean operating model;

- Our ability to innovate and successfully identify and meet customer demands and needs;

essential to our business;

- Significant disruptions to our manufacturing and production facilities and distribution networks;

- Changes in government policies and priorities that reduce funding and demand for energy equipment and services;

- Shifts in demand, market expectations, and other dynamics related to energy, electrification, decarbonization, and sustainability;

- Global economic trends, competition, and geopolitical risks, including conflicts, trade policies, and other constraints on economic

activity;

- Our ability to successfully identify, complete, integrate, and obtain benefits from any acquisitions, joint ventures and other

investments;

- Downgrades of our credit ratings or ratings outlooks;

- Changes in law, regulation, or policy that may affect our businesses and projects, or impose additional costs;

- Natural disasters, weather conditions and events, public health events, or other emergencies;

- Tax law and policy changes;

- Adverse outcomes in legal, regulatory, and administrative proceedings, actions, and disputes; and

2024 FORM 10-K 4

"Risk Factors—Risks [removed: Relating] [added: Related] to [removed: Technology and] [added: Technology, Cybersecurity, Data Privacy &] Intellectual Property" for [removed: further information about these]

We outsource certain cybersecurity functions and will continue to look for opportunities to utilize [removed: managed security service providers.]

In addition, we collaborate with GE [removed: Aerospace] on certain cybersecurity functions and will continue to do so during [removed: a transition period]

[added: a transition period] following our Spin-Off.

These arrangements increase our overall cyber risk given the degree of our interconnectedness [removed: with these third]

[added: 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 [removed: the] GE Vernova’s Board of Directors is responsible for board-level oversight of cybersecurity risk, and the Audit

GE Vernova’s CISO reports to GE Vernova’s Chief Information Officer [added: (CIO)] and leads our overall cybersecurity function.

The CISO has [removed: over 20]

[added: over 20] years of experience in managing and leading IT or cybersecurity teams and participates in various [removed: cyber security] [added: cybersecurity] organizations.

The [removed: CISO]

[added: CISO] collaborates with business unit CISOs [added: and CIOs] to identify and analyze cybersecurity risks to GE Vernova; consider industry trends; [removed: implement]

[added: implement] controls, as appropriate and feasible, to mitigate these risks; and enable business leaders to make risk-based business [removed: decisions that]

[added: decisions that] implicate cybersecurity considerations.

The CISO meets with senior leadership to review and discuss GE Vernova’s [removed: cybersecurity program,]

[added: cybersecurity program,] including emerging cyber risks, threats, and industry trends.

The CISO also supervises efforts to prevent, detect, [removed: mitigate, and remediate]

[added: mitigate, and remediate] cybersecurity risks and incidents through various means, including by collaborating with internal security personnel [removed: and business]

[added: and business] stakeholders, and incorporating threat intelligence and other information obtained from governmental, public, or private [removed: sources to inform]

[added: sources to inform] our cybersecurity technologies and processes.

further information about these risks.

managed security service providers.

2025 FORM 10-K 21

2024 FORM 10-K 32

risks.

and [removed: 95] [added: 97] countries.

Approximately [removed: 85%] [added: 80%] of the sites are leased and [removed: 15%] [added: 20%] are owned.

| Power | [removed: 38] [added: 41] |

| Wind | [removed: 19] [added: 17] |

| Electrification | [removed: 34] [added: 33] |

| Americas | [removed: 29] [added: 27] |

| Association of Southeast Asian Nations [removed: (ASEAN)] | [removed: 25] [added: 26] |

| Europe, the Middle East, and Africa [removed: (EMEA)] | [removed: 37] [added: 38] |

2024 FORM 10-K 33

2025 FORM 10-K 22

2024 FORM 10-K 34

PURCHASES OF [removed: EQUITY SECURITIES.][added: EQUITY SECURITIES.]

GE Vernova common stock is listed on the New York Stock Exchange under the ticker symbol "GEV." As of [removed: January 15,] [added: December 31,] 2025, there were

approximately [removed: 175,000] [added: 167,000] stockholders of record.

| [removed: FOUR-QUARTER] [added: STOCK] PERFORMANCE GRAPH |

[removed: ][added: ]

The [removed: annual] changes for the [removed: four-quarter period] [added: periods] shown in the above graph are based on the assumption that $100 had been invested in GE [added: Vernova common]

[removed: Vernova common] stock, the Standard & Poor’s 500 Stock Index (S&P [removed: 500)] [added: 500),] and the Standard & Poor’s 500 Industrials Stock Index (S&P [added: Industrial) on April 2,]

[removed: Industrial) on April 2,] 2024, and that all [removed: quarterly] dividends were reinvested.

On April 2, 2024, the Company began trading as an [added: independent, publicly traded company]

[removed: independent, publicly traded company] under the stock symbol “GEV” on the New York Stock Exchange.

The cumulative dollar returns [added: shown on the graph represent the value]

[removed: shown on the graph represent the value] that such investments would have had on the date indicated.

[removed: On] [added: Effective] December [removed: 10, 2024,] [added: 9, 2025,] the Board of Directors declared a [removed: $0.25] [added: dividend of $0.50] per share [removed: quarterly dividend on the outstanding] [added: of] common stock [removed: of the][added: outstanding]

The Company currently expects [added: quarterly dividends to]

[removed: quarterly dividends to] continue in future periods, although they remain subject to determination and declaration by the Board of Directors.

[removed: The payment of future] dividends, if any, will be based on several factors, including the Company’s financial performance, [removed: outlook] [added: outlook,] and [added: liquidity.]

[removed: PURCHASES OF] [added: PURCHASES OF] EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS. On December [removed: 10, 2024,] [added: 9, 2025,] we [added: announced that]

[removed: announced that] the Board of Directors had authorized [removed: up] [added: an increase of our repurchase program] to [removed: $6] [added: $10.0] billion of common stock [removed: repurchases.][added: repurchases, from the prior]

| [removed: Period (Dollars in millions, except per share amounts)] | Total number of shares purchased [added: (in thousands)] | Average price paid per share | Total number of shares [removed: purchased as part] [added: purchased as part] of [removed: our share repurchase authorization] [added: our share repurchase program (in thousands)] | Approximate dollar value of [removed: shares that may] [added: shares that may] yet be purchased [removed: under our share repurchase authorization] [added: under our share repurchase program (in millions)] |

$105

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

declared).

payable on February 2, 2026, to stockholders of record as of January 5, 2026.

The payment of future

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:

| October | 1,287 | $572.54 | 1,287 | $3,020 |

| November | 613 | 551.84 | 613 | 2,681 |

| December | — | — | — | 6,681 |

| Total | 1,900 | $565.86 | 1,900 | |

Company, which we paid on January 28, 2025 to stockholders of record as of December 20, 2024.

liquidity.

We repurchased 8 thousand shares

for $3 million during the three months ended December 31, 2024 under this authorization.

| December | 8,000 | $337.39 | 8,000 | $5,997 |

| Total | 8,000 | $337.39 | 8,000 | $5,997 |

2025 FORM 10-K 23

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

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, 2024 and 2023.

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

2024 FORM 10-K 35

Discussion and Analysis of Financial Condition and Results of Operations" included in the Information Statement for discussions of results

for the years ended December 31, 2023 versus 2022.

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."

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 and in

"Company") as of December 31, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 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, [removed: 2024,] [added: 2025,] and the related notes

financial position of the Company as of December 31, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the

three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of

[removed: Company is not required to have, nor were we engaged to perform, an audit of its] [added: Company’s] internal control over financial reporting.

[removed: As part of our][added: Our]

[removed: opinion] [added: Opinion] on [removed: the effectiveness of the Company’s internal control] [added: Internal Control] over [removed: financial reporting.][added: Financial Reporting]

[removed: provides] [added: provide] a reasonable basis for our opinion.

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

payments that are expected to be received and costs to perform [removed: maintenance] services over the contract term.

Key assumptions within [added: those estimates]

[removed: those estimates] that require significant judgment from management include: (a) how the customer will utilize the assets covered over the [added: contract term, (b)]

[removed: contract term, (b)] the expected timing and extent of future maintenance and outage services, (c) the future cost of materials, labor, and [added: other resources, and]

[removed: other resources, and] (d) forward looking information concerning market conditions.

| For the years ended December 31 (In millions, except per share amounts) | [added: 2025 |] 2024 | 2023 | [removed: 2022 |]

| Sales of equipment | [added: $20,934 |] $18,952 | $18,258 | [removed: $15,819 |]

| Sales of services | [added: 17,134 |] 15,983 | 14,981 | [removed: 13,835 |]

| Total revenues | [added: 38,068 |] 34,935 | 33,239 | [removed: 29,654 |]

| Cost of equipment | [added: 18,759 |] 17,989 | 18,705 | [removed: 16,972 |]

| Cost of services | [added: 11,774 |] 10,861 | 9,716 | [removed: 9,224 |]

| Gross profit | [added: 7,535 |] 6,085 | 4,818 | [removed: 3,458 |]

| Selling, general, and administrative expenses | [added: 4,949 |] 4,632 | 4,845 | [removed: 5,360 |]

| Research and development expenses | [added: 1,197 |] 982 | 896 | [removed: 979 |]

| Operating income (loss) | [added: 1,388 |] 471 | (923) | [removed: (2,881) |]

| Interest and other financial [removed: charges] [added: income (charges)] – net | [added: 186 |] 120 | (98) | [removed: (151) |]

| Non-operating benefit income | [added: 459 |] 536 | 567 | [removed: 188 |]

| Other income (expense) – net (Note 19) | [added: 795 |] 1,372 | 324 | [removed: 370 |]

| Income (loss) before income taxes | [added: 2,828 |] 2,498 | (130) | [removed: (2,474) |]

| Provision (benefit) for income taxes (Note 15) | [added: (2,051) |] 939 | 344 | [removed: 248 |]

| Net income (loss) | [added: 4,879 |] 1,559 | (474) | [removed: (2,722) |]

| Net loss (income) attributable to noncontrolling interests | [added: 4 |] (7) | 36 | [removed: (14) |]

| Net income (loss) attributable to GE Vernova | [added: $4,884 |] $1,552 | $(438) | [removed: $(2,736) |]

| Basic | [added: $17.92 |] $5.65 | $(1.60) | [removed: $(10.00) |]

| Diluted | [added: $17.69 |] $5.58 | $(1.60) | [removed: $(10.00) |]

| Basic | [removed: 275] [added: 272] | [removed: 274] [added: 275] | 274 |

| Diluted | [removed: 278] [added: 276] | [removed: 274] [added: 278] | 274 |

| December 31 (In millions, except share and per share amounts) | [removed: 2024] [added: 2025] | [removed: 2023] [added: 2024] |

| [removed: Cash,] [added: Cash,] cash equivalents, and restricted cash [added: as of December 31] | [added: $8,848 |] $8,205 | $1,551 |

| Current receivables – net (Note 4) | [removed: 8,174] [added: 9,803] | [removed: 7,409] [added: 8,177] |

| Inventories, including deferred inventory costs (Note 5) | [removed: 8,587] [added: 10,429] | [removed: 8,253] [added: 8,587] |

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

- 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

| January 29, 2026 | |

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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 Company and our report dated

January 29, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the

effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control

Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on

our audit.

We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to

obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,

testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other

procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide

audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an

Accordingly, we express no such opinion.

2024 FORM 10-K 50

| | |

| --- | --- |

| February 6, 2025 | |

2024 FORM 10-K 51

2024 FORM 10-K 52

| Due from related parties (Note 24) | 4 | 80 |

| Due to related parties (Note 24) | 24 | 532 |

2024 FORM 10-K 53

| Decrease (increase) in due from related parties | (8) | (2) | (4) |

| Increase (decrease) in due to related parties | (398) | (53) | 124 |

2024 FORM 10-K 54

2024 FORM 10-K 55

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balances as of January 1, 2022 | — | $— | $— | $— | $— | $13,996 | $(1,256) | $989 | $13,729 |

| Transfers from (to) Parent | — | — | — | — | — | 846 | — | — | 846 |

| Balances as of December 31, 2022 | — | $— | $— | $— | $— | $12,106 | $(1,456) | $957 | $11,607 |

2024 FORM 10-K 56

Stock Exchange.

$4,200 million.

Percentages presented are

2024 FORM 10-K 57

For periods prior to the Spin-Off, GE used a centralized approach to cash management and financing of its operations.

These

arrangements may not be reflective of the way the Company would have financed its operations had it been a separate, stand-alone entity

The GE centralized cash management arrangements are excluded from the asset and liability

been included in Net parent investment as a component of equity.

GE’s third-party debt and, unless specifically attributable, the related

interest expense, has not been attributed to the Company because the Company is not the legal obligor of the debt and the borrowings are

not specifically identifiable to the Company.

These expenses have been allocated to the Company on the basis of direct usage when

identifiable, with the remainder allocated on a pro rata basis using an applicable measure of headcount, revenue, or other allocation

methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by GE

Vernova during the periods prior to the Spin-Off.

The incremental contract

2024 FORM 10-K 58

2024 FORM 10-K 59

Management's Annual Report on Internal Control Over Financial Reporting. [removed: This Annual Report does not include a report of][added: Management is responsible for establishing and]

[removed: Disclosure Controls. Under] [added: including] the [removed: direction of our] Chief Executive Officer and Chief Financial Officer, [removed: we] [added: the Company] evaluated [removed: our] [added: its] disclosure controls [added: and procedures as defined]

[removed: and procedures as of December 31, 2024 and] concluded that [removed: our] [added: the Company's] disclosure controls and procedures were effective as of December 31, [added: 2025, and that the information]

reporting during the [removed: three months] [added: quarter] ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, its [added: internal]

[removed: internal] control over financial reporting.

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,

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

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.

Management’s Discussion of Financial Responsibility. Management is responsible for the preparation of the consolidated and

combined financial statements and related information that are presented in this report.

The consolidated and combined financial

statements, which include amounts based on management’s estimates and judgments, have been prepared in conformity with U.S.

generally accepted accounting principles.

The Company designs and maintains accounting and internal control systems to provide reasonable assurance that assets are

safeguarded against loss from unauthorized use or disposition, and that the financial records are reliable for preparing consolidated and

combined financial statements and maintaining accountability for assets.

These systems are enhanced by policies and procedures, an

organizational structure providing division of responsibilities, careful selection and training of qualified personnel, and a program of internal

audits.

The Board of Directors, through its Audit Committee, which consists entirely of independent directors, meets periodically with management,

internal auditors, and our independent registered public accounting firm to ensure that each is meeting its responsibilities and to discuss

matters concerning internal controls and financial reporting.

Deloitte and Touche LLP and the internal auditors each have full and free

access to the Audit Committee.

management's assessment regarding internal control over financial reporting or an attestation report of our registered public accounting

firm due to a transition period established by rules of the U.S. Securities and Exchange Commission for newly public companies.

2024.

defined in Item 408(c) of Regulation S-K) during the three months ended December 31, [removed: 2024.][added: 2025.]

Disclosure provided pursuant to Item 5.02 of Form 8-K.

Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 31, 2025, GE Vernova Inc. (the

“Company”) and Rachel Gonzalez, Executive Vice President, General Counsel, and Secretary, entered into a Separation Agreement and

Release (the “Separation Agreement”).

The Separation Agreement provides that Ms. Gonzalez will depart from the Company on May 16,

2025.

She will continue to receive her current compensation and benefits until her separation.

The Separation Agreement further provides that if Ms. Gonzalez remains employed by the Company through May 16, 2025, or if prior to

May 16, 2025, the Company terminates her employment without cause, Ms. Gonzalez’s departure shall be treated as a termination without

cause, and subject to her timely execution upon her cessation of employment of a supplemental release of claims, Ms. Gonzalez will be

entitled to (i) a lump sum payment equal to eighteen (18) months of Ms. Gonzalez’s current base salary, (ii) contributions to the cost of

COBRA continuation for a period of eighteen (18) months, (iii) reimbursement of expenses reasonably incurred for relocation not to exceed

$150,000, (iv) consistent with Ms. Gonzalez’s employment offer letter with the Company, a pro-rated annual bonus for calendar year 2025

based on Company performance, and (v) consistent with the Company’s long-term incentive good leaver program: (x) continued vesting of

a pro-rated portion of each outstanding equity award over Company common stock held by Ms. Gonzalez, other than any award

designated as a one-time stock option grant, for at least one year from the applicable date of grant and (y) the right to exercise outstanding

options until the applicable option expiration date.

The preceding summary of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, which is filed as

Exhibit 10.30 to this Annual Report on Form 10-K and is incorporated herein by reference.

[removed: PART III][added: PART III]

2025 FORM 10-K 74

2024 FORM 10-K 87

Section 16(a) of the Exchange Act will be presented in the [removed: 2025] [added: 2026] Proxy Statement in the sections titled “Election of [removed: Directors.” “Corporate][added: our Class II Directors for]

[removed: Governance,” “Executive Officers,” and “Section 16(a) Beneficial] Ownership Reporting Compliance,” and such information is incorporated [added: herein by reference.]

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

herein by reference.

presented in the [removed: 2025] [added: 2026] Proxy Statement under the [removed: section] [added: sections] titled “Executive [removed: Compensation” and the section titled “Director] Compensation,” [added: “Compensation Committee Interlocks and]

[added: Insider Participation,”] and [added: “Director Compensation,” and] such information (other than the subsection titled “Compensation Committee [removed: Report," which is deemed furnished herein by reference,]

[added: Report," which is deemed furnished herein by reference,] and the subsection "Pay Versus Performance") is incorporated herein by [removed: reference.]

reference.

management and related stockholder matters, as well as equity compensation plan information, will be presented in the [removed: 2025] [added: 2026] Proxy

Statement under the sections titled “Stock Ownership Information” and [removed: “Equity] [added: “Securities Authorized for Issuance Under Equity] Compensation [removed: Plan Information,” and such information is]

[added: 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 [removed: 2025] [added: 2026] Proxy

Statement under the sections titled “Certain Relationships and [removed: Related-Party] [added: Related-Person] and Other [removed: Transactions”] [added: Transactions,”] and “Other Governance Policies [removed: and]

[added: 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 [removed: 2025] [added: 2026] Proxy Statement under

[removed: the sections titled “Independent Auditor,” and] such information is incorporated herein by reference.

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

2025 FORM 10-K 75

2024 FORM 10-K 88

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

[removed: the] financial information is already included within the financial statements or notes thereto.

| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex41.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex41.htm)] [Description of Securities Registered Pursuant to Section 12 of the Exchange Act (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex41.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex41.htm)] | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit101.htm)] [added: 10.1] [Credit Agreement, dated as of March 26, 2024, among GE Vernova [removed: Inc.,] [added: Inc. (f/k/a] GE [added: Vernova LLC), GE] Albany Funding [removed: Unlimited Company] [added: Unlimited](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit101.htm) [Company] and GE [removed: Funding](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit101.htm) [Operations] [added: Funding Operations] Co., Inc., as borrowers, the other subsidiary borrowers from time to time party thereto, the [removed: lenders from] [added: lenders](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit101.htm) [from] time to time [removed: party](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit101.htm) [thereto] [added: party thereto] and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of [removed: the registrant’s Quarterly](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit101.htm) [Report] [added: the](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit101.htm) [registrant’s Quarterly Report] on Form 10-Q for the quarter ended March 31, 2024, File No. [removed: 001-41966).+](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit101.htm)] [added: 001-41966).](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit101.htm)+] | |

| [10.2](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit102.htm) [Standby Letter of Credit and Bank Guarantee Agreement dated as of March 26, 2024, among GE Vernova [removed: Inc.,] [added: Inc. (f/k/a GE Vernova](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit102.htm) [LLC),] as the borrower, [removed: the](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit102.htm) [issuing] [added: the issuing] banks party thereto and HSBC Bank USA, National Association, as administrative agent [removed: (incorporated by] [added: (incorporated](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit102.htm) [by] reference to Exhibit [removed: 10.2](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit102.htm) [of] [added: 10.2 of] the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, File No. [removed: 001-41966).+](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit102.htm)] [added: 001-41966).](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit102.htm) [+](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit102.htm)] | |

| [removed: [10.8](https://www.sec.gov/Archives/edgar/data/1996810/000119312524084048/d807682dex106.htm) [Framework Investment Agreement, dated April 1, 2024, by and between General Electric Company and GE Vernova Investment](https://www.sec.gov/Archives/edgar/data/1996810/000119312524084048/d807682dex106.htm) [Advisers, LLC] [added: [10.8](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename4.htm) [Form of Indemnification Agreement] (incorporated by reference to Exhibit 10.6 of the registrant’s [removed: Current Report] [added: Registration Statement] on Form [removed: 8-K filed] [added: 10](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename4.htm) [filed] with the SEC on [removed: April 2,](https://www.sec.gov/Archives/edgar/data/1996810/000119312524084048/d807682dex106.htm) [2024,] [added: March 5, 2024,] File No. [removed: 001-41966).†+](https://www.sec.gov/Archives/edgar/data/1996810/000119312524084048/d807682dex106.htm)] [added: 001-41966).](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename4.htm)] | |

| [removed: [10.9](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename4.htm) [Form of Indemnification Agreement] [added: [10.12](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename5.htm) [Offer Letter with Kenneth Parks] (incorporated by reference to Exhibit [removed: 10.6] [added: 10.11] of the registrant’s Registration Statement on Form [removed: 10](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename4.htm)] [added: 10](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename5.htm)] [filed with the SEC on March 5, 2024, File No. [removed: 001-41966).](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename4.htm)] [added: 001-41966).*](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename5.htm)] | |

| [removed: [10.10](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000067/gev2q202410qexhibit1010.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000067/gev2q202410qexhibit1010.htm)] [GE Vernova Inc. 2024 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.10 of the registrant’s Quarterly Report on](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000067/gev2q202410qexhibit1010.htm) [Form 10-Q for the quarter ended June 30, 2024, File No. 001-41966).*](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000067/gev2q202410qexhibit1010.htm) | |

| [removed: [10.11](https://www.sec.gov/Archives/edgar/data/1996810/000119312524086124/d771700dex102.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/1996810/000119312524086124/d771700dex102.htm)] [GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 of the registrant’s Registration](https://www.sec.gov/Archives/edgar/data/1996810/000119312524086124/d771700dex102.htm) [Statement on Form S-8 filed with the SEC on April 3, 2024, File No. 001-41966).*](https://www.sec.gov/Archives/edgar/data/1996810/000119312524086124/d771700dex102.htm) | |

| [removed: [10.12](https://www.sec.gov/Archives/edgar/data/1996810/000119312524086124/d771700dex103.htm)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/1996810/000119312524086124/d771700dex103.htm)] [GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 of the registrant’s Registration](https://www.sec.gov/Archives/edgar/data/1996810/000119312524086124/d771700dex103.htm) [Statement on Form S-8 filed with the SEC on April 3, 2024, File No. 001-41966).*](https://www.sec.gov/Archives/edgar/data/1996810/000119312524086124/d771700dex103.htm) | |

| [removed: [10.13](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename5.htm)] [added: [10.14](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename7.htm)] [Offer Letter with [removed: Kenneth Parks] [added: Steven Baert] (incorporated by reference to Exhibit [removed: 10.11] [added: 10.13] of the registrant’s Registration Statement on Form [removed: 10](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename5.htm) [filed with] [added: 10 filed](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename7.htm) [with] the SEC on March 5, 2024, File No. [removed: 001-41966).*](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename5.htm)] [added: 001-41966).†*](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename7.htm)] | |

| [removed: [10.14](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename6.htm)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit1017.htm)] [Offer Letter with [removed: Rachel Gonzalez] [added: Victor Abate] (incorporated by reference to Exhibit [removed: 10.12] [added: 10.17] of the registrant’s [removed: Registration Statement] [added: Quarterly Report] on Form [removed: 10](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename6.htm) [filed with the SEC on] [added: 10-Q for the](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit1017.htm) [quarter ended] March [removed: 5,] [added: 31,] 2024, File No. [removed: 001-41966).†*](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename6.htm)] [added: 001-41966).*](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit1017.htm)] | |

| [removed: [10.15](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename7.htm) [Offer] [added: [10.15](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000133/gev2q2025exhibit101.htm) [Amendment to Offer] Letter with Steven Baert (incorporated by reference to Exhibit [removed: 10.13] [added: 10.1] of the registrant’s [removed: Registration Statement] [added: Quarterly Report] on [removed: Form 10 filed](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename7.htm) [with] [added: Form](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000133/gev2q2025exhibit101.htm) [10-Q for] the [removed: SEC on March 5, 2024,] [added: quarter ended June 30, 2025,] File No. [removed: 001-41966).†*](https://www.sec.gov/Archives/edgar/data/1996810/000095012324000222/filename7.htm)] [added: 001-41966).*](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000133/gev2q2025exhibit101.htm)] | |

| [removed: [10.17](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit1016.htm)] [added: [10.18](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000160/gev3q202510qexhibit102.htm)] [Offer Letter with [removed: Jessica Uhl] [added: Lola Lin] (incorporated by reference to Exhibit [removed: 10.16] [added: 10.2] of the registrant’s Quarterly Report on Form 10-Q for [removed: the](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit1016.htm) [quarter ended March 31, 2024,] [added: the quarter](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000160/gev3q202510qexhibit102.htm) [ended September 30, 2025,] File No. [removed: 001-41966).†*](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit1016.htm)] [added: 001-41966).*](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000160/gev3q202510qexhibit102.htm)] | |

| [removed: [10.18](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit1017.htm) [Offer Letter with Victor Abate] [added: [10.19](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000073/gev1q2025exhibit101.htm) [Amended and Restated GE Energy Supplementary Pension Plan] (incorporated by reference to Exhibit [removed: 10.17] [added: 10.1] of the [removed: registrant’s Quarterly] [added: registrant’s](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000073/gev1q2025exhibit101.htm) [Quarterly] Report on Form 10-Q for [removed: the](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit1017.htm) [quarter] [added: the quarter] ended March 31, [removed: 2024,] [added: 2025,] File No. [removed: 001-41966).*](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000008/gev1q2024exhibit1017.htm)] [added: 001-41966).*](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000073/gev1q2025exhibit101.htm)] | |

| [removed: [10.21](https://www.sec.gov/Archives/edgar/data/1996810/000119312524037526/d542465dex1018.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000160/gev3q202510qexhibit103.htm)] [Amended [added: and Restated] GE Vernova Annual [removed: Executive] Incentive Plan [removed: (incorporated] [added: (formerly the GE Vernova Annual Executive Incentive Plan)](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000160/gev3q202510qexhibit103.htm) [(incorporated] by reference to Exhibit [removed: 10.18] [added: 10.3] of the registrant’s [removed: Registration](https://www.sec.gov/Archives/edgar/data/1996810/000119312524037526/d542465dex1018.htm) [Statement] [added: Quarterly Report] on Form [removed: 10 filed with] [added: 10-Q for] the [removed: SEC on March 5, 2024, File] [added: quarter ended September 30, 2025,](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000160/gev3q202510qexhibit103.htm) [File] No. [removed: 001-41966).*](https://www.sec.gov/Archives/edgar/data/1996810/000119312524037526/d542465dex1018.htm)] [added: 001-41966).*](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000160/gev3q202510qexhibit103.htm)] | |

| [removed: [10.23](https://www.sec.gov/Archives/edgar/data/1996810/000119312524037526/d542465dex1020.htm)] [added: [10.30](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000078/exhibit101sep102024gev8-k.htm)] [GE Vernova [removed: U.S.] [added: Inc.] Executive [added: Change in Control] Severance [removed: Plan] [added: Benefits Policy] (incorporated by reference to Exhibit [removed: 10.20] [added: 10.1] of [removed: the registrant’s Registration Statement](https://www.sec.gov/Archives/edgar/data/1996810/000119312524037526/d542465dex1020.htm) [on] [added: the](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000078/exhibit101sep102024gev8-k.htm) [registrant’s Current Report on] Form [removed: 10] [added: 8-K] filed with the SEC on [removed: March 5,] [added: September 10,] 2024, File No. [removed: 001-41966).*](https://www.sec.gov/Archives/edgar/data/1996810/000119312524037526/d542465dex1020.htm)] [added: 001-41966).*](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000078/exhibit101sep102024gev8-k.htm)] | |

| [removed: [10.26](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000011/exhibit103may162024gev8-k.htm)] [added: [10.27](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000011/exhibit103may162024gev8-k.htm)] [Form of Agreement for Stock Option Grants for Employees at or above Executive Director level under the Company’s 2024 Long-](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000011/exhibit103may162024gev8-k.htm) [Term Incentive Plan, as of May 2024 (incorporated by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K filed with](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000011/exhibit103may162024gev8-k.htm) [the SEC on May 17, 2024, File No. 001-41966).+*](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000011/exhibit103may162024gev8-k.htm) | |

| [removed: [10.27](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000011/exhibit104may162024gev8-k.htm)] [added: [10.28](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000011/exhibit104may162024gev8-k.htm)] [Form of Agreement for Performance Stock Unit Grants for Employees at or above Executive Director level under the Company’s](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000011/exhibit104may162024gev8-k.htm) [2024 Long-Term Incentive Plan, as of May 2024 (incorporated by reference to Exhibit 10.4 of the registrant’s Current Report on Form 8-K](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000011/exhibit104may162024gev8-k.htm) [filed with the SEC on May 17, 2024, File No. 001-41966).+*](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000011/exhibit104may162024gev8-k.htm) | |

| [removed: [10.28](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000067/gev2q202410qexhibit1028.htm)] [added: [10.29](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000067/gev2q202410qexhibit1028.htm)] [Form of Agreement for Stock Option Grants for Employees at or above Executive Director level under the Company’s 2024 Long-](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000067/gev2q202410qexhibit1028.htm) [Term Incentive Plan, as of June 2024 (incorporated by reference to Exhibit 10.28 of the registrant’s Quarterly Report on Form 10-Q for the](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000067/gev2q202410qexhibit1028.htm) [quarter ended June 30, 2024, File No. 001-41966).+*](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000067/gev2q202410qexhibit1028.htm) | |

| [removed: [10.29](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000078/exhibit101sep102024gev8-k.htm)] [added: [97.1](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex971.htm)] [GE Vernova Inc. [removed: Executive Change in Control Severance Benefits] [added: Clawback] Policy (incorporated by reference to Exhibit [removed: 10.1] [added: 97.1] of [removed: the](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000078/exhibit101sep102024gev8-k.htm) [registrant’s Current] [added: the registrant’s Annual] Report on Form [removed: 8-K filed with the SEC on September 10,] [added: 10-K for the](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex971.htm) [year ended December 31,] 2024, File No. [removed: 001-41966).*](https://www.sec.gov/Archives/edgar/data/1996810/000199681024000078/exhibit101sep102024gev8-k.htm)] [added: 001-41966).](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex971.htm)] | |

| [removed: [10.30](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex1030.htm) [Separation Agreement] [added: [10.13](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex1013.htm) [Offer Letter] with Rachel [removed: Gonzalez] [added: Gonzalez, as amended] (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex1030.htm)*] [added: herewith).†*](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex1013.htm)] | |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex211.htm)] [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex211.htm)] (filed herewith). | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex231.htm)] [Consent of Independent Registered Public Accounting Firm (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex231.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex231.htm)] | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex311.htm)] [Certification pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex311.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex311.htm)] | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex312.htm)] [Certification pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex312.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex312.htm)] | |

| 32.1 [Certification pursuant to 18 U.S.C. Section 1350 (furnished [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex321.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex321.htm)] | |

| [removed: [99.1](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex991.htm)] [added: [99.1](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex991.htm)] [Supplement to Present Required Information in Searchable Format (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex991.htm).] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex991.htm).] | |

| 101 The following materials from GE Vernova's Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] formatted as Inline XBRL (eXtensible Business Reporting Language); (i) Statement of Income (Loss) for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] (ii) Statement of Financial Position at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] (iii) Statement of Cash Flows for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] (iv) Statement of Comprehensive Income (Loss) for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] (v) Statement of Changes in Equity for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] and (vi) the Notes to [added: Consolidated and] Combined Financial Statements (filed herewith). | |

2025 FORM 10-K 76

| [10.23](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex1023.htm) [GE Vernova Amended and Restated U.S. Executive Severance Plan (filed herewith).*](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex1023.htm) | |

| [10.26](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex1026.htm) [Form of Agreement for Restricted Stock Unit Grants for Executive Leadership under the Company’s 2024 Long-Term Incentive](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex1026.htm) [Plan, as of August 2025 (filed herewith).+*](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex1026.htm) | |

| [10.31](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex1030.htm) [Separation Agreement with Rachel Gonzalez (incorporated by reference to Exhibit 10.30 of the registrant’s Annual Report on Form](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex1030.htm) [10-K for the year ended December 31, 2024, File No. 001-41966).*](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex1030.htm) | |

| [10.32](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex1032.htm) [Letter Agreement with Philippe Piron (filed herewith).*](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex1032.htm) | |

| [10.33](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex1033.htm) [Offer Letter with Eric Gray (filed herewith).*](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex1033.htm) | |

| [10.34](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex1034.htm) [Mutual Termination Agreement with Maví Zingoni (filed herewith).*](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex1034.htm) | |

| [19.1](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex191.htm) [Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the registrant’s Annual Report on Form 10-K for the year ended](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex191.htm) [December 31, 2024, File No. 001-41966).](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex191.htm) | |

| [24.1](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex241.htm) [Power of Attorney (filed herewith).](https://www.sec.gov/Archives/edgar/data/1996810/000199681026000015/gevform10k2025-ex241.htm) | |

| [10.19](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex1019.htm) [Amended GE Energy Supplementary Pension Plan (filed herewith).*](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex1019.htm) | |

2024 FORM 10-K 89

| [19.1](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex191.htm) [GE Vernova Inc. Insider Trading Policy (filed herewith).](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex191.htm) | |

| [97.1](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex971.htm) [GE Vernova Inc. Clawback Policy (filed herewith).](https://www.sec.gov/Archives/edgar/data/1996810/000199681025000011/gevform10k2024-ex971.htm) | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this [removed: report to be][added: Annual]

| [removed: By:] [added: By] | /s/ Kenneth Parks |

| | /s/ Scott Strazik | | Chief Executive [removed: Officer] [added: Officer, President,] and Director | | [removed: February 6, 2025] [added: January 29, 2026] |

| | /s/ Kenneth Parks | | Chief Financial Officer | | [removed: February 6, 2025] [added: January 29, 2026] |

| | /s/ Matthew Potvin | | Vice President, [removed: Controller] [added: Controller,] and Chief Accounting Officer | | [removed: February 6, 2025] [added: January 29, 2026] |

| | [removed: /s/] Stephen [removed: Angel] [added: Angel*] | | Non-Executive Chair of the Board | | [removed: February 6, 2025] |

| | [removed: /s/] Nicholas K. [removed: Akins] [added: Akins*] | | Director | | [removed: February 6, 2025] |

| | [removed: /s/] Arnold W. [removed: Donald] [added: Donald*] | | Director | | [removed: February 6, 2025] |

| | [removed: /s/] Matthew [removed: Harris] [added: Harris*] | | Director | | [removed: February 6, 2025] |

| | [removed: /s/] Martina [removed: Hund-Mejean] [added: Hund-Mejean*] | | Director | | [removed: February 6, 2025] |

| | [removed: /s/] Kim K.W. [removed: Rucker] [added: Rucker*] | | Director | | [removed: February 6, 2025] |

| | [removed: /s/] Jesus [removed: Malave] [added: Malave*] | | Director | | [removed: February 6, 2025] |

| | [removed: /s/] Paula Rosput [removed: Reynolds] [added: Reynolds*] | | Director | | [removed: February 6, 2025] |

2025 FORM 10-K 77

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.

(Registrant)

| | A majority of the Board of Directors | | | | |

| *By | /s/ Richmond Glasgow | | | | |

| | Richmond Glasgow | | | | |

| | Attorney-in-fact pursuant to power of attorney | | | | |

| | January 29, 2026 | | | | |

2024 FORM 10-K 90

signed on its behalf by the undersigned, thereunto duly authorized.

| | | | | | |

| | Stephen Angel | | | | |

| | Nicholas K. Akins | | | | |

| | Arnold W. Donald | | | | |

| | Matthew Harris | | | | |

| | Martina Hund-Mejean | | | | |

| | Kim K.W. Rucker | | | | |

| | Jesus Malave | | | | |

| | Paula Rosput Reynolds | | | | |