GE Vernova Inc.

02/02/2026 | Press release | Distributed by Public on 02/02/2026 18:25

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gray Eric
2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2026
3. Issuer Name and Ticker or Trading Symbol
GE Vernova Inc. [GEV]
(Last) (First) (Middle)
58 CHARLES STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer, Power
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
CAMBRIDGE, MA 02141
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (1) 06/03/2034 Common stock, par value $0.01 per share 10,621 $170.37 D
Restricted Stock Units (2) (2) Common stock, par value $0.01 per share 4,686 (3) D
Restricted Stock Units (4) (4) Common stock, par value $0.01 per share 12,636 (3) D
Restricted Stock Units (5) (5) Common stock, par value $0.01 per share 3,610 (3) D
Restricted Stock Units (6) (6) Common stock, par value $0.01 per share 2,791 (3) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gray Eric
58 CHARLES STREET
CAMBRIDGE, MA 02141
Chief Executive Officer, Power

Signatures

/s/ Richmond Glasgow, VP, Chief Corporate Counsel & Deputy Secretary, as attorney-in-fact 02/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents an award of an employee stock option with respect to GE Vernova Inc. ("GE Vernova") common stock, of which 100% will become exercisable on April 2, 2028.
(2) Represents an award of restricted stock units with respect to GE Vernova common stock that resulted from the conversion of certain equity incentive awards in connection with the consummation on April 2, 2024 of the distribution of all of the shares of common stock of GE Vernova by General Electric Company ("GE") to holders of GE common stock on a pro rata basis ("Spin-Off"). Such equity incentive awards were previously granted by GE to the reporting person, of which 50% vested on March 1, 2025 and 50% will vest on March 1, 2026.
(3) Each restricted stock unit represents the right to receive, at settlement, one share of GE Vernova common stock.
(4) Represents an award of restricted stock units with respect to GE Vernova common stock that resulted from the conversion of certain performance-based equity incentive awards in connection with the Spin-Off. Such equity incentive awards were previously granted by GE to the reporting person, and will vest in full on March 1, 2026. The performance criteria for these equity incentive awards was certified in connection with the Spin-Off by GE's Management Development & Compensation Committee.
(5) Represents an award of restricted stock units with respect to GE Vernova common stock that vested 33% on March 1, 2025, and will vest 33% on March 1, 2026 and 34% on March 1, 2027.
(6) Represents an award of restricted stock units with respect to GE Vernova common stock that will vest in three installments of 33% on March 1, 2026, 33% on March 1, 2027 and 34% on March 1, 2028.

Remarks:
Exhibit 24.1 - Power of Attorney
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GE Vernova Inc. published this content on February 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 03, 2026 at 00:25 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]