GE Vernova 10-Q 2025-09-30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2025

OR

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

For the transition period from ____ to ____

Commission file number 001-41966

GE Vernova Inc.

(Exact name of registrant as specified in its charter)

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

(617) 674-7555

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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

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

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

been subject to such filing requirements for the past 90 days. Yes þ No ¨

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

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

required to submit such files). Yes þ No ¨

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

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

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

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

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

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

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

There were 271,320,459 shares of common stock with a par value of $0.01 per share outstanding at September 30, 2025.

TABLE OF CONTENTS

					Page
Forward-Looking Statements					3
About GE Vernova					4
Part I					5
	Item 1. Financial Statements and Supplementary Data				5
		Consolidated and Combined Statement of Income (Loss)			5
		Consolidated and Combined Statement of Financial Position			6
		Consolidated and Combined Statement of Cash Flows			7
		Consolidated and Combined Statement of Comprehensive Income (Loss)			8
		Consolidated and Combined Statement of Changes in Equity			9
		Note	1	Organization and Basis of Presentation	11
		Note	2	Summary of Significant Accounting Policies	11
		Note	3	Assets and Liabilities Held for Sale	12
		Note	4	Current and Long-Term Receivables	12
		Note	5	Inventories, Including Deferred Inventory Costs	13
		Note	6	Property, Plant, and Equipment	13
		Note	7	Leases	13
		Note	8	Goodwill and Other Intangible Assets	14
		Note	9	Contract and Other Deferred Assets & Contract Liabilities and Deferred Income	14
		Note	10	Current and All Other Assets	15
		Note	11	Equity Method Investments	15
		Note	12	Accounts Payable and Equipment Project Payables	15
		Note	13	Postretirement Benefit Plans	15
		Note	14	Current and All Other Liabilities	16
		Note	15	Income Taxes	16
		Note	16	Accumulated Other Comprehensive Income (Loss) (AOCI) and Common Stock	17
		Note	17	Earnings Per Share Information	17
		Note	18	Other Income (Expense) – Net	18
		Note	19	Financial Instruments	18
		Note	20	Variable Interest Entities (VIEs)	20
		Note	21	Commitments, Guarantees, Product Warranties, and Other Loss Contingencies	20
		Note	22	Restructuring Charges and Separation Costs	21
		Note	23	Segment Information	22
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations				25
	Item 3. Quantitative and Qualitative Disclosures About Market Risk				37
	Item 4. Controls and Procedures				37
Part II					38
	Item 1. Legal Proceedings				38
	Item 1A. Risk Factors				38
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds				38
	Item 3. Defaults Upon Senior Securities				38
	Item 4. Mine Safety Disclosures				38
	Item 5. Other Information				38
	Item 6. Exhibits				39
Signatures					40

2025 3Q FORM 10-Q 3

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

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

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

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

among others, statements about the benefits GE Vernova 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 innovate and anticipate and address customer demands; our ability to increase production capacity, efficiencies, and quality; our

underwriting and risk management; the estimated impact of tariffs; 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 tax incentives; current and future

customer orders and projects; our actual and planned investments, including in research and development, capital expenditures, joint

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

spending; government policies that further or limit the global energy transition; our expected cash generation and management; 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 involving us; the sufficiency and expected uses of our cash, liquidity, and financing arrangements; and our credit ratings.

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

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

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

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

• Our ability to successfully execute our lean operating model;

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

• Our ability to successfully compete;

• Significant disruptions in our supply chain, including the high cost or unavailability of raw materials, components, and products

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;

• Product quality issues or product or safety failures related to our complex and specialized products, solutions, and services;

• Our ability to obtain required permits, licenses, and registrations;

• Our ability to attract and retain highly qualified personnel;

• Our ability to develop, deploy, and protect our intellectual property rights;

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

investments, and other priorities;

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

investments;

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

• Downgrades of our credit ratings or ratings outlooks;

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

• Our ability to meet our sustainability goals;

• The impact from cybersecurity or data security incidents;

• 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

• Other changes in macroeconomic and market conditions and volatility.

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

statements, and these and other factors are more fully discussed elsewhere in this Quarterly Report on Form 10-Q and in our Annual

Report on Form 10-K for the fiscal year ended December 31, 2024, including in Item 1A. "Risk Factors" and Item 7. "Management's

Discussion and Analysis of Financial Condition and Results of Operations" therein as may be updated from time to time in our Securities

and Exchange Commission (SEC) filings and as posted on our website at www.gevernova.com/investors/fls. We do not undertake any

obligation to update or revise our forward-looking statements except as may be required by law or regulation.

2025 3Q FORM 10-Q 4

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

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

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

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

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

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

needs.

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

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

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

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

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

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

Electrification. Within our segments, Power includes gas, nuclear, hydro, and steam technologies, providing a critical foundation of

dispatchable, flexible, stable, and reliable power. Our Wind segment includes our wind generation technologies, inclusive of onshore and

offshore wind turbines and blades. Electrification includes grid solutions, power conversion and storage, and electrification software

technologies required for the transmission, distribution, conversion, storage, and orchestration of electricity from point of generation to point

of consumption.

Our corporate headquarters is located at 58 Charles Street, Cambridge, Massachusetts 02141, and our telephone number is (617)

674-7555. Our website address is www.gevernova.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current

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

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

electronically filed with, or furnished to, the SEC. Information contained on, or that can be accessed through, our website is not part of, and

is not incorporated into, this Quarterly Report on Form 10-Q or any other filings we make with the SEC. Our website at

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

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

2025 3Q FORM 10-Q 5

PART I

CONSOLIDATED AND COMBINED STATEMENT OF INCOME (LOSS) (UNAUDITED)
	Three months ended September 30			Nine months ended September 30
(In millions, except per share amounts)	2025	2024		2025	2024
Sales of equipment	$5,880	$5,290		$14,971	$13,101
Sales of services	4,089	3,623		12,141	11,276
Total revenues	9,969	8,913		27,112	24,376
Cost of equipment	5,165	5,076		13,346	12,621
Cost of services	2,906	2,728		8,553	7,794
Gross profit	1,897	1,109		5,213	3,962
Selling, general, and administrative expenses	1,221	1,226		3,594	3,366
Research and development expenses	310	243		832	717
Operating income (loss)	366	(359)		787	(122)
Interest and other financial income (charges) – net	44	36		141	82
Non-operating benefit income	115	130		340	399
Other income (expense) – net (Note 18)	221	71		455	1,025
Income (loss) before income taxes	746	(122)		1,723	1,385
Provision (benefit) for income taxes (Note 15)	293	(23)		514	310
Net income (loss)	453	(99)		1,209	1,075
Net loss (income) attributable to noncontrolling interests	(1)	3		11	(7)
Net income (loss) attributable to GE Vernova	$452	$(96)		$1,220	$1,068
Earnings (loss) per share attributable to GE Vernova (Note 17):
Basic	$1.66	$(0.35)		$4.47	$3.90
Diluted	$1.64	$(0.35)		$4.41	$3.85
Weighted-average number of common shares outstanding:
Basic	272	275		273	274
Diluted	275	275		277	277

2025 3Q FORM 10-Q 6

CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
(In millions, except share and per share amounts)	September 30, 2025	December 31, 2024
Cash, cash equivalents, and restricted cash	$7,945	$8,205
Current receivables – net (Note 4)	7,374	8,177
Inventories, including deferred inventory costs (Note 5)	10,032	8,587
Current contract assets (Note 9)	9,485	8,621
All other current assets (Note 10)	934	564
Assets held for sale (Note 3)	508	—
Current assets	36,278	34,153
Property, plant, and equipment – net (Note 6)	5,555	5,150
Goodwill (Note 8)	4,327	4,263
Intangible assets – net (Note 8)	747	813
Contract and other deferred assets (Note 9)	486	555
Equity method investments (Note 11)	1,916	2,149
Deferred income taxes (Note 15)	1,684	1,639
All other assets (Note 10)	3,406	2,763
Total assets	$54,398	$51,485
Accounts payable and equipment project payables (Note 12)	$9,541	$8,602
Contract liabilities and deferred income (Note 9)	20,151	17,587
All other current liabilities (Note 14)	5,499	5,496
Liabilities held for sale (Note 3)	80	—
Current liabilities	35,272	31,685
Deferred income taxes (Note 15)	820	827
Non-current compensation and benefits	3,195	3,264
All other liabilities (Note 14)	5,382	5,116
Total liabilities	44,669	40,892
Commitments and contingencies (Note 21)
Common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 271,320,459 and 275,880,314 shares outstanding as of September 30, 2025 and December 31, 2024, respectively	3	3
Additional paid-in capital	9,755	9,733
Retained earnings	2,626	1,611
Treasury common stock, 6,497,383 and 226,290 shares at cost as of September 30, 2025 and December 31, 2024, respectively	(2,300)	(43)
Accumulated other comprehensive income (loss) – net attributable to GE Vernova (Note 16)	(1,438)	(1,759)
Total equity attributable to GE Vernova	8,646	9,546
Noncontrolling interests	1,083	1,047
Total equity	9,729	10,593
Total liabilities and equity	$54,398	$51,485

2025 3Q FORM 10-Q 7

CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS (UNAUDITED)	Nine months ended September 30
(In millions)	2025	2024
Net income (loss)	$1,209	$1,075
Adjustments to reconcile net income (loss) to cash from (used for) operating activities
Depreciation and amortization of property, plant, and equipment (Note 6)	446	715
Amortization of intangible assets (Note 8)	177	188
(Gains) losses on purchases and sales of business interests	(66)	(859)
Principal pension plans – net (Note 13)	(268)	(280)
Other postretirement benefit plans – net (Note 13)	(167)	(189)
Provision (benefit) for income taxes (Note 15)	514	310
Cash recovered (paid) during the year for income taxes	(489)	(299)
Changes in operating working capital:
Decrease (increase) in current receivables	563	24
Decrease (increase) in inventories, including deferred inventory costs	(1,047)	(1,151)
Decrease (increase) in current contract assets	(656)	(234)
Increase (decrease) in accounts payable and equipment project payables	566	604
Increase (decrease) in contract liabilities and current deferred income	2,419	1,660
All other operating activities	(693)	98
Cash from (used for) operating activities	2,508	1,662
Additions to property, plant, and equipment and internal-use software	(606)	(533)
Dispositions of property, plant, and equipment	33	16
Purchases of and contributions to equity method investments	(57)	(110)
Sales of and distributions from equity method investments	248	32
Proceeds from principal business dispositions	60	639
All other investing activities	(58)	94
Cash from (used for) investing activities	(381)	138
Net increase (decrease) in borrowings of maturities of 90 days or less	—	(23)
Transfers from (to) Parent	—	2,933
Dividends paid to stockholders	(207)	—
Purchases of common stock for treasury	(2,241)	(40)
All other financing activities	(187)	620
Cash from (used for) financing activities	(2,635)	3,489
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash	250	(48)
Increase (decrease) in cash, cash equivalents, and restricted cash, including cash classified within assets held for sale	(258)	5,241
Less: Net increase (decrease) in cash classified within assets held for sale	2	(603)
Increase (decrease) in cash, cash equivalents, and restricted cash	(259)	5,844
Cash, cash equivalents, and restricted cash at beginning of year	8,205	1,551
Cash, cash equivalents, and restricted cash as of September 30	$7,945	$7,395

2025 3Q FORM 10-Q 8

CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
	Three months ended September 30			Nine months ended September 30
(In millions)	2025	2024		2025	2024
Net income (loss) attributable to GE Vernova	$452	$(96)		$1,220	$1,068
Net loss (income) attributable to noncontrolling interests	(1)	3		11	(7)
Net income (loss)	$453	$(99)		$1,209	$1,075
Other comprehensive income (loss):
Currency translation adjustments – net of taxes	31	99		471	(7)
Benefit plans – net of taxes	(50)	(79)

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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 Quarterly Report on Form 10-Q. 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 three and nine months ended September 30, 2025 and 2024. The below discussion should be read alongside Item 7.

"Management’s Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated and combined

financial statements and corresponding notes in our Annual Report on Form 10-K for the fiscal year ended December 31, 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.

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 our audited consolidated and

combined financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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

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

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

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

acquisition is expected to close by mid-2026, subject to the completion of customary regulatory approvals.

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

additional costs to us. The current total estimated cost impact from the global tariffs as outlined is trending towards the lower end of

approximately $300 million to $400 million for the full year 2025, after taking into consideration contractual protections and mitigating

actions. The actual impact of the tariffs may be significantly different than our current estimate. Our estimate is subject to several factors

including the amount, duration, scope and nature of the tariffs, countermeasures that countries take, mitigating or other actions we take,

and contractual implications.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

system.

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

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

energy sources.

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

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

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

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

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

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

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

initiatives.

2025 3Q FORM 10-Q 26

RESULTS OF OPERATIONS

Summary of Results. RPO was $135.3 billion and $117.7 billion as of September 30, 2025 and 2024, respectively. For the three months

ended September 30, 2025, total revenues were $10.0 billion, an increase of $1.1 billion for the quarter. Net income (loss) was $0.5 billion,

an increase of $0.6 billion in net income for the quarter, and net income (loss) margin was 4.5%. Diluted earnings (loss) per share was

$1.64 for the three months ended September 30, 2025, an increase in diluted earnings per share of $1.99 for the quarter. Cash flows from

(used for) operating activities were $2.5 billion and $1.7 billion for the nine months ended September 30, 2025 and 2024, respectively.

For the three months ended September 30, 2025, Adjusted EBITDA* was $0.8 billion, an increase of $0.6 billion. Free cash flow* was $1.9

billion and $1.1 billion for the nine months ended September 30, 2025 and 2024, respectively.

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

order that provides the customer with the ability to cancel or terminate withou

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

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

prohibitions on speculative activities. The effects of foreign currency fluctuations on earnings were less than $(0.1) billion and less than

$0.1 billion for the three months ended and less than $0.1 billion and $(0.1) billion for the nine months ended September 30, 2025 and

2024, respectively. For more information about foreign exchange risk, interest rate risk, and commodity risk see Item 7A. "Quantitative and

Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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

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

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

concluded that the Company's disclosure controls and procedures were effective as of September 30, 2025, and that the information

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

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

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

required disclosure.

Changes in Internal Control Over Financial Reporting**.** During the quarter ended September 30, 2025, the Company continued to exit

from various transition service agreements with GE Aerospace primarily related to information technology systems that impact financial

reporting. Consequently, responsibility for execution of related internal controls transferred to the Company, including certain general

information technology controls in connection with information technology environment changes. Other than those discussed in the

preceding sentences, no change in the Company’s internal control over financial reporting occurred during the quarter ended September

30, 2025, that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

*Non-GAAP Financial Measure

2025 3Q FORM 10-Q 38

PART II

ITEM 1. LEGAL PROCEEDINGS**.** See Note 21 in the Notes to the consolidated and combined financial statements for information

relating to legal matters.

operations, cash flows, financial condition, and/or future prospects, including those identified in Item 1A. "Risk Factors" in our Annual

Report on Form 10-K for the fiscal year ended on December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**.** On December 10, 2024, we

announced that the Board of Directors had authorized up to $6 billion of common stock repurchases, which commenced in December 2024

and does not have an expiration date. We repurchased 1.1 million shares for $658 million during the three months ended September 30,

2025 under this authorization.

The following table summarizes the share repurchase activity for the three months ended September 30, 2025:

	Total number of shares purchased (in thousands)	Average price paid per share	Total number of shares purchased as part of our share repurchase authorization (in thousands)	Approximate dollar value of shares that may yet be purchased under our share repurchase authorization (in millions)
July	85	$555.80	85	$4,367
August	738	612.94	738	3,914
September	273	577.28	273	3,757
Total	1,097	$599.61	1,097

Between July 1, 2025 and July 22, 2025, participants in the Company’s Retirement Savings Plan (RSP) purchased approximately 1.1

million stock fund units in the GE Vernova Common Stock Fund (the equivalent of approximately 80,000 shares of Company common

stock) for an aggregate purchase price of approximately $43 million. The offers and sales of these securities during this time period were

not deemed registered under the Securities Act, because the prospectus contained in the original Registration Statement on Form S-1

relating to such securities had not been timely updated. On July 23, 2025, the Company filed a post-effective amendment to the Form S-1

on Form S-8, which updated the prospectus in the as-amended registration statement, thereby ensuring that all offers and sales from such

date are registered under the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES**.** None.

ITEM 4. MINE SAFETY DISCLOSURES**.** Not applicable.

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

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

defined in Item 408(c) of Regulation S-K) during the three months ended September 30, 2025.

2025 3Q FORM 10-Q 39

2.1 Separation and Distribution Agreement, dated April 1, 2024, by and between General Electric Company and GE Vernova Inc. (incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).†+
3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).
3.2 By laws (incorporated by reference to Exhibit 3.2 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).
10.1 Amendment to offer letter with Steven Baert (incorporated by reference to Exhibit 10.1 of the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, File No. 001-41966).*
10.2 Offer letter with Lola Lin (filed herewith).*
10.3 Amended and Restated GE Vernova Annual Incentive Plan (formerly the GE Vernova Annual Executive Incentive Plan) (filed herewith).*
31.1 Rule 13a-14(a) certification (filed herewith).
31.2 Rule 13a-14(a) certification (filed herewith).
32.1 Section 1350 certification (furnished herewith).
101.1 The following materials from GE Vernova Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated and Combined Statement of Income (Loss) for the three and nine months ended September 30, 2025 and 2024, (ii) Consolidated and Combined Statement of Financial Position at September 30, 2025 and December 31, 2024, (iii) Consolidated and Combined Statement of Cash Flows for the nine months ended September 30, 2025 and 2024, (iv) Consolidated and Combined Statement of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024, (v) Consolidated and Combined Statement of Changes in Equity for the three and nine months ended September 30, 2025 and 2024, and (vi) Notes to Consolidated and Combined Financial Statements.
104.1 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1).
†	Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its request.
+	Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon its request.
*	Management contract or compensatory plan or arrangement.

2025 3Q FORM 10-Q 40

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned thereunto duly authorized.

October 22, 2025		/s/ Matthew J. Potvin
Date		Matthew J. Potvin Vice President, Controller and Chief Accounting Officer Principal Accounting Officer